UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
{ X } Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the Quarterly Period Ended June 30, 1999 or
{ } Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Transition period from ____________ to
___________
Commission File Number: 0-23605
-------
CAVALRY BANCORP, INC.
--------------------------------
(exact name of registrant as specified in its charter)
Tennessee 62-1721072
- -------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) I.D. Number)
114 West College Street, Murfreesboro, Tennessee 37130
------------------------------------------------ -----------------
(Address of principal executive offices) (Zip Code)
(615) 893-1234
-----------------------
Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock Issued and Outstanding: 7,104,801 as of August 11, 1999.
<PAGE>
CAVALRY BANCORP, INC.
Table of Contents
Part I. Financial Information Page
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets at June 30, 1999
and December 31, 1998 1
Consolidated Statements of Income for the Three and
Six Month Periods Ended June 30, 1999 and 1998 2
Consolidated Statements of Comprehensive Income for
the Three and Six Month Periods Ended June 30, 1999 and 1998 3
Consolidated Statements of Changes in Equity for the
Three and Six Month Periods Ended June 30, 1999 and 1998 4
Consolidated Statements of Cash Flows for the Three and
Six Month Periods Ended June 30, 1999 and 1998 5
Notes to Consolidated Financial Statements 6-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-18
Item 3. Quantitative and Qualitative Disclosures About Market Risk 19-20
Part II. Other Information 21-23
Signatures 24
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CAVALRY BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, except per share data)
(Unaudited)
June 30, December 31,
ASSETS 1999 1998
------- -------
Cash $ 16,432 $ 12,110
Interest-bearing deposits with
other financial institutions 31,769 41,078
--------- ---------
Cash and cash equivalents 48,201 53,188
Investment securities available-for-sale
(amortized cost: $37,061 and $46,424 at June 30,
1999 and December 31, 1998, respectively 36,995 46,505
Mortgage-backed securities held to maturity - at
amortized cost (fair value: $773 and $963 at June
30, 1999 and December 31, 1998, respectively) 782 959
Loans held for sale, at estimated fair value 6,285 10,923
Loans receivable, net 266,286 237,547
Accrued interest receivable 1,965 2,376
Office properties and equipment, net 8,674 8,782
Federal Home Loan Bank of Cincinnati stock - at cost 1,813 1,751
Other assets 3,126 2,861
--------- ---------
TOTAL ASSETS $ 374,127 $ 364,892
========= =========
LIABILITIES AND EQUITY
LIABILITIES:
Deposits $282,356 $266,032
Accrued interest payable 305 285
Advance payments by borrowers for property
taxes and insurance 588 237
Other liabilities and accrued expenses 2,412 3,157
--------- ---------
Total Liabilities 285,661 269,711
---------- ---------
STOCKHOLDERS' EQUITY:
Preferred stock, no par value:
Authorized - 250,000 shares; none issued
or outstanding at June 30, 1999
and December 31, 1998 - -
Common Stock, no par value:
Authorized - 49,750,000 shares; issued and
outstanding: 7,104,801 and 7,161,337 at
June 30, 1999 and December 31, 1998,
respectively 63,942 65,705
Retained earnings 36,403 35,037
Unallocated ESOP Shares (5,316) (5,612)
Unearned restricted stock (6,522) -
Accumulated other comprehensive
income, net of taxes (41) 51
--------- ---------
Total Stockholders' Equity 88,466 95,181
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 374,127 $ 364,892
========= =========
See accompanying notes to consolidated financial statements.
1
<PAGE>
CAVALRY BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands, Except Per Share Data)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
---- ---- ---- ----
Interest and dividend income:
Loans $ 5,789 $5,340 $ 11,432 $ 10,621
Investment securities 555 480 1,225 678
Deposits with other financial
institutions 429 767 920 1,700
Mortgage-backed securities held
to maturity 12 17 21 39
------ ------ ------ ------
Total interest and dividend
income 6,785 6,604 13,598 13,038
------ ------ ------ ------
Interest expense on deposits 2,362 2,270 4,699 4,923
------ ------ ------ ------
Net interest income 4,423 4,334 8,899 8,115
------ ------ ------ ------
Provision for loan losses 423 81 512 135
------ ------ ------ ------
Net interest income after
provision for loan losses 4,000 4,253 8,387 7,980
------ ------ ------ ------
Noninterest income:
Servicing income 68 95 139 202
Gain on sale of loans, net 465 471 906 1,038
Gain on sale of office
properties and equipment - - - 42
Deposit servicing fees and charges 481 382 905 714
Trust service fees 233 171 438 334
Other operating income 59 35 136 101
------ ------ ------ ------
Total non-interest income 1,306 1,154 2,524 2,431
------ ------ ------ ------
Noninterest expenses:
Compensation, payroll taxes and
fringe benefits 2,312 1,720 4,380 3,316
Occupancy expense 179 138 347 282
Supplies, communications and other
office expenses 219 210 450 378
Federal insurance premiums 38 38 75 75
Advertising expense 114 48 181 93
Equipment and service bureau
expense 589 541 1,173 1,103
Other operating expenses 364 296 723 537
------ ------ ------ ------
Total non-interest expenses 3,815 2,991 7,329 5,784
------ ------ ------ -------
Earnings before income tax
expense 1,491 2,416 3,582 4,627
------ ------ ------ ------
Income tax expense 626 906 1,489 1,736
------ ------ ------ ------
Net income $ 865 $ 1,510 $2,093 $2,891
====== ====== ====== ======
Basic earnings per share $0.13 $0.22 $0.31 $0.42
====== ====== ====== ======
Weighted average
shares outstanding (1) 6,781,294 6,947,754 6,694,893 6,941,238
========= ========= ========= =========
Dividends declared $0.05 per share payable July 16, 1999 for stockholders
of record date June 30, 1999.
(1) Cavalry Bancorp's initial public offering closed on March 16, 1998. For
purposes of earnings per share calculations, shares issued on March 16, 1998
have been assumed to be outstanding as of January 1, 1998.
See accompanying notes to consolidated financial statements.
2
<PAGE>
CAVALRY BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in Thousands)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
---- ----- ----- -----
Net income $ 865 $ 1,510 $2,093 $2,891
Other comprehensive income, net of tax
Unrealized gains(losses) on securities
Available for sale (31) (18) (92) (13)
------ ------- ------- -------
Comprehensive income $ 834 $ 1,492 $ 2,001 $2,878
======== ======== ======== ========
See accompanying notes to consolidated financial statements.
3
<PAGE>
CAVALRY BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE THREE AND SIX MONTH PERIODS ENDED
JUNE 30, 1998 AND 1999
(Dollars in Thousands)
(Unaudited)
Unallocated Total
Common Common Retained ESOP MRP Comp Shareholders'
Shares Stock Earnings Shares Shares Income Equity
------ ------ --------- ------ ----- ------ ------
Balance,
December 31,
1997 - $ - $30,452 $ - $ - $(5) $30,447
Net income - - 1,381 - - - 1,381
Change in valuation
allowance for
investment securities
available for sale - - - - 5 5
Issuance of common
stock 7,538,250 73,901 - (6,031) - - 67,870
--------- ------ ------ ------ ---- ---- ------
Total 7,538,250 73,901 31,833 (6,031) - - 99,703
Balance,
March 31,
1998 7,538,250 73,901 31,833 (6,031) - - 99,703
Net income - - 1,510 - - - 1,510
Change in valuation
allowance for
investment securities
available for sale - - - - (18) (18)
Issuance of common
stock - (51) - - - - (51)
Dividends - - (378) - - - (378)
--------- ------ ------ ------ ---- ---- ------
Balance
June 30,
1998 7,538,250 73,850 32,965 (6,031) - (18) 100,766
========= ====== ====== ======= ==== ==== =======
Balance,
December 31,
1998 7,161,337 $65,705 35,037 (5,612) - 51 95,181
Net income - - 1,228 - - - 1,228
Dividends - - (359) - - - (359)
Change in valuation
allowance for
investment securities
available-for-sale - - - - (61) (61)
--------- ------ ------ ------ ---- ---- ------
Total 7,161,337 65,705 35,906 (5,612) - (10) 95,989
Balance,
March 31,
1999 7,161,337 65,705 35,906 (5,612) - (10) 95,989
Net income - - 865 - - - 865
Change in valuation
allowance for
investment
securities
available-for-sale - - - - (31) (31)
Issuance of
common
stock 301,530 6,747 - - (6,747) - -
ESOP shares committed
for release - 355 - 296 - - 651
Restricted shares
for release - - - - 225 - 225
Purchase and
Retirement of common
stock (358,066) (8,865) - - - - (8,865)
Dividends - - (368) - - - (368)
--------- ------ ------ ------- ----- --- ------
Balance,
June 30,
1999 7,104,801 63,942 36,403 (5,316)(6,522) (41) 88,466
========= ====== ====== ======= ====== ==== ======
4
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CAVALRY BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(Dollars in Thousands)
(Unaudited)
1999 1998
----- ----
Operating activities:
Net cash provided (used) by operating activities 7,684 1,312
-------- --------
Investing activities:
Decrease (increase) in loans
receivable, net (29,257) (11,990)
Principal payments on mortgage
backed securities held to maturity 171 199
Proceeds from the sales of office
properties and equipment - 203
Purchase of investment securities
available for sale (26,083) (38,153)
Purchase of investment securities
held to maturity - (4,940)
Proceeds from maturities of investment
securities 35,500 4,000
Purchase of office properties
and equipment (454) ( 933)
-------- --------
Net cash used in investing
activities (20,123) (51,614)
-------- --------
Financing activities:
Net (decrease) increase in deposits 16,324 (13,671)
Issuance of common stock - 69,352
Expenses of stock offering - (1,532)
Stock repurchase and retirement (8,865) -
Net increase in advance
payments by borrowers for
property taxes and insurance 351 458
Cash dividends paid on common stock (358) -
-------- --------
Net Cash provided (used) by
financing activities 7,452 54,607
-------- --------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (4,987) 4,305
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 53,188 37,658
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD 48,201 41,963
======== ========
SUPPLEMENT DISCLOSURES OF CASH
FLOW INFORMATION:
Payments during the period for:
Interest 4,679 4,959
======== ========
Income taxes 2,254 1,621
======== ========
SUPPLEMENTAL DISCLOSURES OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
Foreclosures and in substance
foreclosures of loans during period 16 -
======== ========
Interest credited to deposits 1,958 2,013
======== ========
Net unrealized gains(losses) on investment
securities available for sale (146) (8)
======== ========
(Decrease) increase in deferred tax asset related
to unrealized gain on investments (49) (3)
======== =========
See accompanying notes to consolidated financial statements.
5
<PAGE>
CAVALRY BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
Cavalry Bancorp, Inc. (the "Company"), was organized on November 5,
1997 under Tennessee law at the direction of Cavalry Banking (the
"Bank") to acquire all of the capital stock that the Bank would issue
upon its conversion from the mutual to stock form of ownership. The
conversion was completed on March 16, 1998 through the sale and
issuance of 7,538,250 shares of common stock by the Company at a price
of $10.00 per share. Information set forth in this report relating to
periods prior to the Conversion, including consolidated financial
statements and related data, relates to Cavalry Banking and its
subsidiaries.
The accompanying consolidated financial statements of the Company have
been prepared in accordance with instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. However, such information reflects all
adjustments (consisting solely of normal recurring adjustments) which
are, in the opinion of management, necessary for a fair statement of
results for the interim periods.
Statements contained in this Form 10-Q which are not historical facts
are forward-looking statements, as that term is defined in the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
are subject to risk and uncertainties which could cause actual results
to differ materially from those projected. Such risks and uncertainties
include potential changes in interest rates, competitive factors in the
financial services industry, general economic conditions, the effects of
new legislation and other risks detailed in documents filed by the Company
with the Securities and Exchange Commission from time to time.
The results of operations for the three and six months ended June
30, 1999 are not necessarily indicative of the results to be expected for
the year ending December 31, 1999. The consolidated financial
statements and notes thereto should be read in conjunction with the
audited financial statements and notes thereto for the year ended
December 31, 1998.
2. Earnings Per Share
Statement of Financial Accounting Standards No. 128, Earnings Per
Share, established new standards for computing and presenting earnings
per share. The standard is effective for annual and interim periods
ending after December 15, 1997. This standard had no impact on the
computation of the Company's earnings per share upon adoption.
6
<PAGE
Earnings per share has been computed for the three and six months
ended June 30, 1999 based upon weighted average common shares
outstanding of 6,781,294 and 6,694,893, respectively. For the purpose
of computing weighted average shares outstanding for the three and six
months ended June 30, 1998, shares issued in the Conversion on March 16,
1998 were assumed to have been outstanding since January 1, 1998.
Earnings per share for the three and six months ended June 30, 1998 was
based upon 6,947,754 and 6,941,238, respectively. ESOP shares
are not considered in the weighted average shares outstanding until
shares are committed to be released or earned.
3. Business segments
The Company and its subsidiary provide community oriented banking
services to individuals and businesses primarily within Rutherford,
Bedford and Williamson counties in middle Tennessee.
The Company's segments are identified by the products and services
offered, principally distinguished as banking, trust and mortgage
banking operations. Approximately 30% of mortgage banking revenues in
1998 and 50% of the mortgage banking revenues for the six month period
ended June 30, 1999 are derived each year from transactions with
agencies of the U.S. and state government. In addition, one
separate and unrelated entity purchased approximately 50% of mortgages
sold in 1998 with another separate and unrelated entity doing the same
in 1999. Segment information is derived from the internal reporting
system utilized by management with accounting policies and procedures
consistent with those described in Note 1 of the 1998 Annual Report to
Shareholders. Segment performance is evaluated by the Company based
on profit or loss before income taxes. Revenue, expense and asset
levels reflect those which can be specifically identified and those
assigned based on internally developed allocation methods.
These methods have been consistently applied.
For the quarter ended Mortgage
June 30, 1999 Banking Banking Trust Consolidated
------- ------- ------- ------------
Interest Revenue $6,785 $ - $ - $6,785
Other income-external customers 540 68 233 841
Interest expense 2,362 - - 2,362
Depreciation and amortization 239 50 10 299
Other significant items:
Provision for loan losses 423 - - 423
Gain on sale of assets - 465 - 465
Segment profit 1,535 (103) 59 1,491
Segment assets 367,525 6,415 187 374,127
For the quarter ended Mortgage
June 30, 1998 Banking Banking Trust Consolidated
------- ------- ------- ------------
Interest Revenue $6,604 $ - $ - $6,604
Other income-external customers 417 95 171 683
Interest expense 2,270 - - 2,270
Depreciation and amortization 199 64 9 272
7
<PAGE>
Other significant items:
Provision for loan losses 81 - - 81
Gain on sales of assets 471 - 471
Segment profit 2,347 40 29 2,416
Segment assets 328,808 10,996 42 339,846
For the six months ended Mortgage
June 30, 1999 Banking Banking Trust Consolidated
------- ------- ------- ------------
Interest revenue $13,598 $ - $ - $13,598
Other income-external customers 1,041 139 438 1,618
Interest expense 4,699 - - 4,699
Depreciation and amortization 422 102 21 545
Other significant items
Provision for loan losses 512 - - 512
Gain on sale of assets - 906 - 906
Segment profits 3,389 92 101 3,582
Segment assets 367,525 6,415 187 374,127
For the six months ended Mortgage
June 30, 1998 Banking Banking Trust Consolidated
------- ------- ------- ------------
Interest revenue $13,038 $ - $ - $13,038
Other income-external customers 815 202 334 1,351
Interest expense 4,923 - - 4,923
Depreciation and amortization 387 121 18 526
Other significant items:
Provision for loan losses 135 - - 135
Gain on sales of assets 42 1,038 - 1,080
Segment profit 4,455 101 71 4,627
Segment assets 328,808 10,996 42 339,846
4. On March 25, 1999 Cavalry Bancorp, Inc. announced plans to implement a
program to repurchase in the open market up to 358,066 shares or
approximately 5 percent of its 7.2 million shares outstanding at that
time. The buyback was completed June 10, 1999. The Company repurchased
358,066 shares at the average price of $24.76 per share with the last
purchase being a negotiated single block trade from an unaffiliated
shareholder. This block consisted of 212,303 shares purchased at a
price of $26.125, which represents an 8.29% large block premium, paid
over recent trading prices.
5. Stock Compensation Plans
Restricted stock-On April 22, 1999, 301,530 shares of restricted stock
were awarded to participants in the Cavalry Bancorp, Inc. Management
Recognition Plan ("MRP") which was approved at the Company's Annual
Meeting of the Stockholders on April 22, 1999. The stock awards vest
over a five-year period. The stock was issued from authorized but
unissued shares on the date of the grant. The Company recorded the stock
award at the market value on the date of the grant ($22.375 per share) as
unearned compensation in stockholders' equity and will amortize it over
the vesting period.
Stock option plan-On April 22, 1999 at the Annual Meeting of the
Stockholders approval was given to implement a Stock Option Plan.
This plan authorizes the issuance of options on 753,825 shares of
authorized and unissued shares of Cavalry Bancorp, Inc. stock with
an exercise price at least equal to the fair market value of a share
of Common Stock on the grant date. Currently no options have been
granted.
8
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations
Comparison of Financial Condition at June 30, 1999 and December 31, 1998
Total assets were $374.1 million at June 30, 1999 and $364.9 million
at December 31, 1998, an increase of $9.2 million or 2.5%. This increase
was a result of growth in net loans receivable offset by declines in
loans available for sale, investments, cash and cash equivalents.
Cash and cash equivalents decreased $4.0 million while total investments
decreased $9.5 million. These decreases were a result of increased
portfolio lending and the repurchase and retirement of Cavalry Bancorp
stock. Mortgage-backed securities decreased $177,000 from
$959,000 at December 31, 1998 to $782,000 at June 30, 1999 as a result
of repayments. Loans held for sale decreased $4.6 million. The
decrease resulted primarily from timing differences in the funding of
loans sold. Loans receivable, net increased from $237.5 million at
December 31, 1998 to $266.3 million at June 30, 1999. Gross loans
outstanding increased $41.4 million from $304.6 million at December 31,
1998 to $346.0 at June 30, 1999. The portfolio of one-to-four family
mortgage loans declined $7.7 million or 10.2% from $75.6 million at
December 31, 1998 to $67.9 million at June 30, 1999. This decline was
primarily a result of pay-offs in the adjustable rate mortgage
portfolio with very limited origination activity in those types
of mortgages. The multifamily portfolio also declined $307,000
from $1.1 million to $818,000 as a result of repayments. The
commercial mortgage portfolio increased from $52.5 million at
December 31, 1998 to $66.7 million at June 30, 1999 an increase
of $14.2 million or 27.0%. This increase was primarily a result
of active solicitation and competitive pricing of all consumer,
commercial, construction, land and commercial real estate loan products.
Construction and land loans increased $24.9 million or 24.8%
from $100.3 million at December 31, 1998 to $125.2 million at
June 30, 1999. Consumer and commercial loans increased $10.3 million
or 13.7% from $75.1 million at December 31, 1998 to $85.4 million
at June 30, 1999.
Deposit accounts increased $16.4 million from $266.0 million
at December 31, 1998 to $282.4 million at June 30, 1999.
Certificates of deposit increased $1.8 million from $125.3
million at December 31, 1998 to $127.1 million at June 30, 1999. The
Bank's savings account balances increased $1.2 million from $13.6 million
at December 31, 1998 to $14.8 million at June 30, 1999. Now account
balances increased $6.8 million from $35.6 million at December 31, 1998
to $42.4 at June 30, 1999. Money market accounts increased $10.4 million
from $52.5 million at December 31, 1998 to $62.9 million at June 30, 1999.
These increases were partially offset by a decrease of $3.9 in
Non-interest-bearing deposits. Non-interest-bearing deposits declined
from $39.1 million at December 31, 1998 to $35.2 million at June 30, 1999.
The increases in deposit activity as well as the increase in the
loan activity can be attributed primarily to the branch network production.
Most branches are now full service, which would include the ability to
originate loans.
9
<PAGE>
Stockholders' equity decreased by $6.7 million from December 31, 1998
to June 30, 1999. This decrease was primarily a result of the stock
repurchases and retirement program. The company repurchased and retired
358,066 shares at a cost of $8.9 million. At the annual meeting of the
stockholders on April 22, 1999 the stockholders approved two incentive
plans which included a management recognition plan and a stock option
plan. The management recognition plan resulted in the issuance of 301,530
shares of restricted stock at a market value of $6.7 million with an
offsetting reduction to capital in the form of unearned restricted
stock. This stock will be earned over a five year vesting period.
During this period capital increased $225,000 as a result of
restricted stock being earned. During the period 29,646 ESOP shares
were committed to be released increasing capital by $651,000.
Capital also increased as a result of earnings for the six month
period of $2.1 million. These increases were offset by dividends
of $727,000 and comprehensive income of ($92,000). The negative
comprehensive income was a result of the decline in the market value
of available for sale investment securities.
Nonperforming assets decreased from $187,000 at December 31, 1998 to
$96,000 at June 30, 1999. The recorded investment in impaired loans
increased from $1.3 million at December 31, 1998 to $1.6 million at
June 30, 1999.
Comparison of Operating Results for the Three Months Ended June 30, 1999
and June 30, 1998.
Net Income. Net income decreased to $865,000 for the three months
ended June 30, 1999 from $1.5 million for the three months ended June 30,
1998 primarily as a result of an increased provision for loan losses
and increased operating expenses. These increased expenses were
partially offset by higher interest income, lower interest expense
and higher operating incomes.
Net Interest Income. Total interest income increased 3.0% to $6.8
million for the three months ended June 30, 1999 from $6.6 million for
the same period in 1998. Interest on loans increased from $5.3 million
for the period ended June 30, 1998 to $5.8 million for the same period
in 1999. This was a result of average loans outstanding increasing from
$228.3 million in 1998 to $264.8 million for the same period in 1999.
The average yield decreased from 9.4% for the period ended June
30, 1998 compared to 8.8% for the same period in 1999. This decrease
was a result of declining rates and market competition. Income on all
other investments consisting of mortgage backed securities, investments,
FHLB stock, bank deposits and federal funds decreased from $1.3 million
for the period ended June 30, 1998 to $996,000 for 1999. Average
investments decreased from $91.2 million for the three months in 1998
to $80.8 million for the same period in 1999. These funds were used
to repurchase stock and to fund lending activity. The average yield
declined from 5.6% for the three months ended June 30, 1998 to 4.9%
for the same period in 1999. This decline in yield was a result of
lower rates for the three month period ended June 30, 1999 compared
to the same period in 1998. All interest income is allocated to
the banking segment.
10
<PAGE>
Interest Expense. Interest expense increased from $2.3 million for
the period ended June 30, 1998 to $2.4 million for the same period in
1999. Average costing liabilities increased from $209.3 million for
the period ended June 30, 1998 to $239.7 million for the same period
in 1999. The average cost of funds decreased from 4.4% for the three
months ended June 30, 1998 to 4.0% for the same period in 1999.
This decrease was primarily a result of an increase in the average
balance in NOW accounts, a lower cost deposit, increasing from $32.6
million for the three month period ended June 30, 1998 to $40.3
million for the same period in 1999. This increase was also coupled
with a decline in the average cost from 1.4% for the three months
ended June 30, 1998 to 1.1% for the same period in 1999. This decline
in cost was a result of the bank lowering the rate offered on NOW
accounts. The average balances of money market accounts outstanding
increased from $43.3 million for the three months ended June 30, 1998
to $58.7 million for the same period in 1999. This increase in volume
was offset by a decline in average cost from 4.2% for the three months
ended June 30, 1998 to 4.0% for the same period in 1999. This decrease
in cost was a result of declining rates. Average passbook balances also
increased from $13.7 million for the period ended June 30, 1998 to $14.3
million for the same period in 1999. The average cost declined from 2.0%
to 1.3% between 1998 and 1999. This decline was a result of the bank
lowering the rates paid on passbook deposits. Average balances in
certificates of deposits increased from $119.7 million for the three
months ended June 30, 1998 to $126.4 million for the same period in
1999. Declining rates accounted for the decline in the average cost
from 5.6% for the three month period ended June 30, 1998 to 5.1% for
the same period in 1999. All interest expense is allocated to the banking
segment.
Provision for Loan Loses. Provision for loan losses are charges to
earnings to bring the total allowance for loan losses to a level
considered by management as adequate to provide for estimated loan
losses based on management's evaluation of the collectibility of the
loan portfolio, including the nature of the portfolio, credit
concentrations, trends in historical loss experience, specific impaired
loans and economic conditions. Management also considers the level of
problem assets giving greater weight to the level of classified assets
than to the level of nonperforming assets because classified assets
include not only nonperforming assets but also performing assets that
otherwise exhibit, in management's judgement, potential credit
weaknesses.
The provision for loan losses was $423,000 for the period ending June
30, 1999 compared to $81,000 for the same period in 1998. The increase
in the provision was primarily a result of growth in the construction,
land, commercial real estate, commercial and consumer loan portfolios.
The Bank assigns a higher risk to these credits than to one-to- four
family mortgages. Classified assets were $1.6 million a June 30, 1999
compared to $1.5 million at June 30, 1998. Management expects classified
assets to increase moderately, although no assurances can be given that
this will in fact occur. Management deemed the allowance for loan losses
adequate at June 30, 1999. The provision for loan losses is allocated
to the banking segment
11
<PAGE>
Noninterest Income. Noninterest income increased to $1.3 million for
the three months ended June 30, 1999 from $1.2 million for the same period
in 1998. The mortgage banking segment saw a decline in net gain on sale of
loans from $471,000 for the three months ended June 30, 1998 to $465,000
for the same period in 1999. This decrease was a result of the change in
the mix of loans originated for sale. The quarter saw an increase in the
volume of government loans compared to total loans originated. These
loans typically do not produce the pricing spreads that are available
in the conventional loan market resulting in slightly lower income for
the quarter. Servicing income also declined from $95,000 for the quarter
ended June 30, 1998 to $68,000 for the same quarter in 1999. This decline
was a result of increased amortization of the originated servicing asset.
In the banking segment service fees and other operating incomes increased
from $417,000 for the three months ended June 30, 1998 to $540,000 for
the same period in 1999. This increase was a result of volume in
transactional accounts and an increased fee structure. In the trust
segment trust fees increased from $171,000 for the three months ended
June 30, 1998 to $233,000 for the same period in 1999. This increase
was a result of more trust assets under management.
Noninterest Expense. Noninterest expense was $3.8 million for the
period ending June 30, 1999 compared to $3.0 million for the same period in
1998. Compensation and other employee benefits increased from $1.7
million for the three months ended June 30, 1998 to $2.3 million for the
period ended June 30, 1999. This increase was a result of the
implementation of the management recognition plan, increased ESOP
expense and increased staffing to support the branch network. The
increases in other categories of operating expenses generally are
attributable to the growth of the Company.
Income taxes. The provision for income taxes was $626,000 for the
period ended June 30, 1999 compared to $906,000 for the same period in
1998. This was a result of lower income before income taxes for the
period ended June 30, 1999.
Comparison of Operating Results for the Six Months Ended June 30, 1999
and June 30,1998.
Net Income. Net income decreased to $2.1 million for the six months
ended June 30, 1999 from $2.9 million for the six months ended June
30, 1998 primarily as a result of increased deposit expense, an increased
provision for losses on loans and increased noninterest expense. These
increased expenses were offset partially by an increase in interest
income and increased noninterest income.
Net Interest Income. Total interest income increased 4.6% to $13.6
million for the six months ended June 30, 1999 from $13.0 million for the
same period in 1998. Interest on loans increased from $10.6 million for
the period ended June 30, 1998 to $11.4 million for the same period in
1999. This was a result of average loans outstanding increasing from
$226.2 million for the six months ended June 30, 1998 to $257.1 for the
12
<PAGE>
same period in 1999. This increase was partially offset by a decline in
average yield from 9.4% for the six months ended June 30, 1998 to 8.9% for
the same period in 1999. Income on all other investments consisting of
mortgage backed securities, investments, FHLB stock, bank deposits and
federal funds sold decreased from $2.4 million for the six months ended
June 30, 1998 to $2.2 million for the same period in 1999. Average
investments decreased from $89.2 million for the six months ended
June 30, 1998 to $84.6 million for the same period in 1999. The average
yield declined from 5.5% for the six months ended June 30, 1998 to 5.2%
for the same period in 1999 as a result of declining rates. Total
interest income is allocated to the banking segment.
Interest Expense. Interest expense decreased from $4.9 million for the
six month period ended June 30, 1998 to $4.7 million for the six month
period ended June 30, 1999. Average costing liabilities increased from
$235.7 million for the six months ended June 30, 1998 to $236.5 million
for the same period in 1999. The average cost of funds declined from 4.2%
for the six months ended June 30, 1998 to 4.0% for the same period in 1999.
Average passbook savings decreased from $30.1 million for the six months
ended June 30, 1998 to $14.0 million for the same period in 1999.
The average cost of passbook deposits declined from 1.9%
for the six months ended June 30, 1998 to 1.4% for the same period in 1999.
The decline in volume was a result of the returning of subscription funds
during the six month period of 1998. The decline in rate was a result of
the bank's pricing policy on those deposits. Average deposits in money
market accounts increased from $47.4 million for the six months
ended June 30, 1998 to $56.8 million for the same period in 1999. The
average cost of the money market accounts declined from 4.2% for the
six month period ended June 30, 1998 to 4.1% for the same period in 1999
as a result of declining rates. Average balances in NOW accounts increased
from $32.9 million for the six month period ended June 30, 1998 to $39.9
million for the same period in 1999. This increase was primarily a result
of active solicitation of these accounts by the use of employee
incentives. The average cost of NOW accounts declined from 1.5% for
the six months ended June 30, 1998 to 1.2% for the same period in 1999
as a result of the bank lowering the rate paid on these deposits.
The average balances in certificates of deposits increased slightly from
$235.7 million for the six month period ended June 30, 1998 to $236.5
million for the same period in 1999. The average cost declined from 5.5%
for the six months ended June 30, 1998 to 5.2% for the same period in
1999 as a result of declining rates. Total interest expense is allocated
to the banking segment.
Provision for Loan Losses. The provision for loan losses was $512,000
for the six month period ended June 30, 1999 compared to $135,000 for the
same period in 1998. See "Comparison of Operating Results for the Three
Months Ended June 30, 1999 and June 30, 1998 - Provision for Losses."
13
<PAGE>
Noninterest Income. Noninterest income increased to $2.5 million for
the six months ended June 30, 1999 compared to $2.4 million for the same
period in 1998. In the mortgage banking segment the gain on sale of loans
decreased from $1.0 million for the six months ended June 30, 1998 to
$906,000 for the six months ended June 30, 1999. This decline was
primarily a result of the change in the mix of loans originated for sale.
The percentage of government loans to total loans originated increased
during this period. The pricing margins on these loans is sometimes
smaller than for conventional mortgages. The mortgage banking segment
also saw a decline in mortgage servicing fees from $202,000 for the six
month period ended June 30, 1998 to $139,000 for the same period in 1999.
This decline was a result of the amortization of the originated servicing
asset. The trust segment saw trust fees increase from $334,000 for the
six months ended June 30, 1998 to $438,000 for the same period in 1999.
In the banking segment deposit servicing fees and other operating income
increased from $815,000 for the six months ended June 30, 1998 to
$1.0 million for the same period in 1999 as a result of increased
volume in transactional accounts and increased fee pricing.
Noninterest Expense. Noninterest expense was $7.3 million for the six
month period ended June 30, 1999 compared to $5.7 million for the same
period in 1998. Compensation, payroll taxes and fringe benefits
increased from $3.3 million for the six month period ended June 30, 1998
to $4.4 million for the same period in 1999. This increase was
primarily a result of increased staffing to service the increased
volumes in deposits and lending, normal annual salary increases, six
full months of ESOP expense and the expense of restricted stock awards.
The increases in other categories of operating expenses generally are
attributable to the growth of the Company.
Income Taxes. The provision for income taxes was $1.5 million for the
six month period ended June 30, 1999 compared to $1.7 million for the
same period in 1998. This decrease was a result of decreased income
before taxes for the six months ended June 30, 1999.
Liquidity and Capital Resources
The Company's primary sources of funds are customer deposits, proceeds
from principal and interest payments from and the sale of loans,
maturing securities and FHLB of Cincinnati advances. While maturities
and scheduled amortization of loans are a predictable source of funds,
deposit flows and mortgage prepayments are influenced greatly by
general interest rates, other economic conditions and competition.
Regulations of the Office of Thrift Supervision ("OTS"), the Bank's
primary regulator, require the Bank to maintain an adequate level of
liquidity to ensure the availability of sufficient funds to fund loan
originations, deposit withdrawals and to satisfy other financial
commitments. Currently, the OTS regulatory liquidity for the Bank is
the maintenance of an average daily balance of liquid assets (cash and
eligible investments) equal to at least 4% of the daily balance of net
withdrawal deposits and short-term borrowings. This liquidity
14
<PAGE>
requirement is subject to periodic change. The Company and the Bank
generally maintain sufficient cash and short-term investments to meet
short-term liquidity needs. At June 30, 1999, cash and cash
equivalents totaled $48.2 million or 12.9% of total assets, and
investments available for sale totaled $37.0 million. At June 30,
1999, the Bank also maintained, but did not draw upon, a line of credit
with the FHLB of Cincinnati in the amount of $20.0 million.
As of June 30, 1999, the Bank's regulatory capital was in excess of
all applicable regulatory requirements. At June 30, 1999, under
regulations of the OTS, the Bank's tangible, core and risk-based
capital ratios were 20.9%, 20.9% and 22.0%, respectively, compared to
requirements of 1.5%, 3.0% and 8.0%, respectively.
The Bank's capital requirements and actual capital under OTS regulations
are as follows as of June 30, 1999:
AMOUNT % OF ASSETS
------- -----------
GAAP Capital $75,350 20.90%
======= ======
Tangible Capital:
Actual $75,350 20.90%
Required 5,406 1.50%
------- -----
Excess $69,944 19.40%
======= =======
Core Capital
Actual $75,350 20.90%
Required 14,416 3.00%
------- ------
Excess $60,934 17.90%
======= =======
Liquidity and Capital Resources (Continued)
Risk-based Capital:
Actual $79,109 22.00%
Required 28,786 8.00%
------- -------
Excess $50,323 14.00%
======= ======
At June 30, 1999, the Bank had loan commitments (including undisbursed
portions of construction loans) of approximately $76.7 million. In
addition, at June 30, 1999, the unused portion of lines of credit
extended by the Bank was approximately $8.4 million for consumer lines
of credit and $27.5 million for commercial lines of credit. Standby
letters of credit and financial guarantees are conditional commitments
issued by the Bank to guarantee the performance of a customer to a
third party. Those guarantees are primarily issued to support public
and private borrowing arrangements, including commercial paper, bond
financing, and similar transactions. Most guarantees are for a term of
one to two years. The credit risk involved in issuing letters of
credit is essentially the same as that involved in extending loan
facilities to customers. At June 30, 1999, the Bank had $7.5 million
of letters of credit outstanding.
15
<PAGE>
Impact of Inflation and Changing Prices
The consolidated financial statements of the Company and notes thereto,
presented elsewhere herein, have been prepared in accordance with GAAP,
which require the measurement of financial condition and operating
results in terms of historical dollars without considering the change
in relative purchasing power of money over time due to inflation. The
impact of inflation is reflected in the increased cost of the Company's
operations. Unlike most industrial companies, nearly all the assets and
liabilities of the Company are financial. As a result, interest rates
have a greater impact on the Company's performance than do the effects of
general levels of inflation. Interest rates do not necessarily move in
the same direction or to the same extent as the prices of goods and
services.
Year 2000
Year 2000 Readiness
The approach of the Year 2000 presents significant issues for
many financial, informational and operational computer systems.
The problems stem from the inability of some computer systems to
properly interpret dates after December 31, 1999, because such
systems allow only two digits to indicate the year in a date.
The Year 2000 issues are not limited to dates in computer
programs but are a complex combination of problems that may exist
in computer programs, data files, computer hardware and other
devices essential to the operation of the Bank. Further, the
Bank must consider the potential impact that Year 2000 may have
on services provided by third parties and our borrowing
customers.
The Bank began working on the Year 2000 issue in 1996 as part of
a project to update our information systems to a level that would
allow us to compete in the 21st century. The Bank has a formal
Year 2000 plan which follows the FFIEC's suggested steps of
Awareness, Assessment, Renovation, Validation and Implementation
and has been reviewed by senior management, the Audit Committee
and the Board of Directors. Included in the plan is a listing of
all applications and systems (whether in-house or provided by
third parties) which may be impacted by Year 2000 and a
categorization of their potential impact on Bank operations. The
Bank's Year 2000 readiness is reviewed and monitored by Federal
Regulators.
As of June 30, 1999, the Awareness and Assessment Phases have
been completed by the Bank. All internal computer hardware and
software have been Renovated, Validated and Implemented and are
Year 2000 ready. However, management feels that these phases,
while complete, are also ongoing due to unexpected but necessary
hardware and software replacements/upgrades between now and the
end of the year. While these upgrades/replacements will be
limited, all necessary changes will be thoroughly tested prior to
replacement of the current Year 2000 compliant hardware or
software.
16
<PAGE>
The BISYS Group, Inc. ("BISYS") provides the Bank with core
processing systems in the mission critical teller, general
ledger, consumer, commercial, and mortgage lending areas. BISYS
has developed a Year 2000 plan and provides the Bank with
periodic updates. BISYS has also provided Year 2000 workshops,
whose objectives have been to assist the Bank in the development
of its Year 2000 plan, to provide updates on the BISYS Year 2000
plan, and training on the use of the BISYS Year 2000 test
facility. The BISYS test facility allows BISYS clients to test
their systems' compatibility with the BISYS system. BISYS has
certified that its systems are Year 2000 compliant. From November
1998 through January 1999, the Bank and BISYS have successfully
completed the compatibility testing of the interface between
BISYS and the Bank and the software's performance when
encountering potentially troublesome dates such as January 3,
2000, and February 29, 2000. Like the Bank, BISYS' Year 2000
activities are reviewed and monitored by Federal Regulators.
The Bank does not believe that the Year 2000 issue will be
material to its financial position in any given year. Year 2000
costs are not always easy to separate from expenses related to
routine upgrades or changes in hardware/software. This is
especially true since the Bank started in late 1996 to perform a
complete system wide upgrade of all computer hardware and
software. These upgrades were necessary from an operational
perspective but also solved many potential Year 2000 problems.
Therefore, the Bank believes that most of the following costs
disclosed as Year 2000 costs could just as easily have been
excluded as replacement or upgrade costs. The Bank's estimated
upgrade and Year 2000 related cost for 1996 was $700,000. The
Bank's estimated upgrade and Year 2000 related cost for fiscal
year 1997 was $250,000 and the Company's estimated upgrade and
Year 2000 related cost for fiscal year 1998 was $150,000. The
Bank currently believes that all major year 2000 expenditures
have been made and therefore, estimates that only an additional
$75,000 in Year 2000 cost will be incurred over the remaining 6
months. These costs will relate primarily to personnel cost
incurred in the validation and implementation phases.
The Bank's operations are highly dependent on computer systems
and computer hardware, both internal and those provided through
third parties. Due to such a high level of dependency on
computers and computer systems, the failure of systems due to
Year 2000 problems could have a material adverse financial impact
on the Bank. The following risks are believed by management to
present the most likely reasonable worst case scenario:
BISYS could experience unforeseen system(s) failure resulting in
the inability to access customer accounts and process
transactions.
17
<PAGE>
Loss of utilities could cause major disruptions of business.
Although the Bank has a backup generator to ensure that our
critical systems at the main office would be operational, the
loss of power to the branches would be disruptive. Should
telephone service be disrupted, the Bank would lose the ability
to communicate with BISYS, which would prohibit electronic access
to customer accounts.
Failure in the Federal Reserve payments system could cause a
severe disruption to the Bank's business causing processing
backlogs and could affect the Bank's ability to process customer
deposits and withdrawals as well as fund loans.
Loss of customer confidence that the Bank or the banking system
in general will be Year 2000 compliant could cause excessive
deposit withdrawals impairing the Bank's liquidity.
Business resumption plans have been developed and will be tested
during the third quarter to deal with these worse case scenarios.
However should any or a combination of any of the above scenarios
actually materialize, the results could be loss of revenue,
increased cost and/or impaired liquidity. It is not possible to
estimate the extent of loss that may occur nor is it possible to
estimate the length of time that it would take to remedy any
problems encountered.
The forgoing Year 2000 cost and issues are based on management's
best estimates which were derived utilizing numerous forward
looking assumptions. However, there can be no guarantee and the
actual results could differ materially. Specific factors that
might cause such material differences include, but are not
limited to, failure of a key third party to meet expectations,
availability and cost of key personnel, and the public's
perception of Year 2000 risk.
18
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The company's interest rate sensitivity is monitored by management through
selected interest rate risk measures produced internally and by the OTS.
Based on internal reviews, management does not believe that there has
been a material change in the Company's interest rate sensitivity from
December 31, 1998 to June 30, 1999. However, the OTS results are not yet
available for the quarter ended June 30, 1999. All methods used to measure
interest rate sensitivity involve the use of assumptions. Management
cannot predict what assumptions are made by the OTS, which can vary from
management's assumptions. Therefore, the results of the OTS calculations
can differ from management's internal calculations. The Company's interest
rate sensitivity should be reviewed in conjunction with the financial
statement and notes thereto contained in The Company's Annual Report
for the fiscal year ended December 31, 1998.
The following table presents the Company's interest sensitivity gap at
June 30, 1999.
After After
Six One Three
Within Months To To Over
Six To One Three Five Five
Months Year Years Years Years Total
Interest-earning assets:
Loans receivable, net $55,120 47,504 49,332 59,005 61,610 272,571
Mortgage-backed
securities 11 11 49 56 655 782
FHLB stock 181 181 725 726 - 1,813
Investment securities 36,012 983 - - - 36,995
Federal funds sold,
overnights, and other
interest-bearing
deposit 31,769 - - - - 31,769
------- ------ ------- ------- ------- -------
Total rate sensitive
Assets 123,093 48,679 50,106 59,787 62,265 343,930
======= ======= ======= ======= ======= =======
Interest-bearing
liabilities:
Deposits:
NOW accounts 4,242 4,242 16,968 16,968 - 42,420
Passbook savings
accounts 1,482 1,482 5,927 5,927 - 14,818
Money market
deposit accounts 6,288 6,288 25,153 25,153 - 62,882
Certificates of
deposits 71,720 35,714 11,071 8,540 30 127,075
------- ------- ------- ------- ------- -------
Total rate sensitive
Liabilities 83,732 47,726 59,119 56,588 30 247,195
======= ======= ======= ======= ======= =======
19
<PAGE>
Excess (deficiency) of
interest sensitivity
assets over interest
sensitivity
liabilities 39,361 953 (9,013) 3,199 62,235 96,735
Cumulative excess
(deficiency) of
interest sensitivity
assets 39,361 40,314 31,301 34,500 96,735 96,735
Cumulative ratio
of interest-earning
assets to interest-
bearing liabilities 147.01% 130.67% 116.42% 113.96% 139.13% 139.13%
Interest sensitivity
gap to total
assets 11.44% 0.28%(4.35)% (0.99)% 18.10% 28.13%
Ratio of interest
-earning assets to
interest-bearing
liabilities 147.01% 102.00% 84.75% 105.65% 207,550.00% 139.13%
Ratio of cumulative
gap to total
assets 11.44% 11.72% 9.10% 10.03% 28.13% 28.13%
20
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities and Use of Proceeds
Not applicable
Item 3. Defaults Upon Senior securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
On April 22, 1999 at the annual meting of shareholders of Cavalry
Bancorp, Inc. the following Directors were elected for various terms:
Name For Withhold
Ronald F. Knight 6,105,141 11,287
Tim J. Durham 6,105,048 11,380
Ed Elam 6,105,698 10,730
Ed C. Loughry, Jr. 6,104,141 12,287
Frank E. Crosslin, Jr. 6,106,248 10,180
James C. Cope 6,105,248 11,180
Terry G Haynes 6,103,648 11,180
William H. Huddleston, IV 6,103,789 12,639
Gary Brown 6,105,548 10,880
21
<PAGE>
The second issue to be voted on was a proposal to adopt the
Cavalry Bancorp, Inc. 1999 Stock Option Plan. The Company's
Board of Directors adopted the Cavalry Bancorp, Inc. 1999 Stock
Option Plan (Plan) on January 14, 1999, subject to approval by
the Company's stockholders. The objective of the Plan is to reward
performance and build the participant's equity interest in the
Company by providing long-term incentives and rewards to officers,
key employees and other persons who provide services to the Company
and its subsidiaries and who contribute to the success of the Company
by their innovation, ability, industry, loyalty and exceptional
service.
The Plan provides for the grant of incentive stock options("ISO"),
within the meaning of Section 422(b) of the Code, Non-Qualified
Stock Options ("NQSOs"), which do not satisfy the requirements
for ISO treatment, and stock appreciation rights ("SARs").
The Company has reserved 753,825 shares of Common Stock for
issuance under the Plan in connection with the exercise of
awards. Shares of Common Stock to be issued under the Plan
will be authorized but unissued shares.
The exercise price of each ISO or NQSO will be at least equal to
the fair market value of a share of Common Stock on the date of
the grant.
The ratification of the adoption of the Cavalry Bancorp, Inc.
1999 Stock Option Plan
For Against Abstain Broker Non-Votes
--------- ------- ------- ----------------
5,008,595 180,652 9,906 917,275
The third and final issue to come to a vote was the ratification
of the 1999 Management Recognition Plan. The objective of the
Management Recognition Plan ("MRP") is to reward performance and
build the participant's equity interest in the Company by
providing long-term incentives and rewards to officers, key
employees and other persons who provide services to the Company
by their innovation, ability, industry, loyalty, and exceptional
service. In addition, the company believes that the MRP will
provide and important retention incentive for key personnel.
The Company has reserved 301,530 shares of Common Stock for
issuance under the MRP in the form of restricted stock. Shares
of Common Stock to be issued under the MRP will be authorized
but unissued shares. Awards under the MRP will be made in the
form of restricted shares of Common Stock that are subject
to restrictions on transfer of ownership. Initial awards
under the MRP will vest in equal installments over a five-year
period beginning on the first anniversary of the date of grant.
Compensation expense in the amount of the fair market value
of the Common Stock at the date of the grant to the recipient
will be recognized during the period over which the shares vest.
The ratification of the adoption of the Cavalry Bancorp, Inc.
1999 Management Recognition Plan.
For Against Abstain Broker non-votes
--------- ------- -------- ----------------
4,964,822 227,390 11,838 912,378
22
<PAGE>
Item 5. Other Information
Not applicable
Item 6. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
On April 5, 1999 a Form 8-K was filed to announce the regulatory
approval of the Office of Thrift Supervision (OTS) to repurchase
and retire up to 358,066 shares or approximately 5 percent of the
7.2 million shares of its stock outstanding.
(a) Exhibits
3.1 Charter of the Registrant*
3.2 Bylaws of the Registrant*
10.1 Employment Agreement with Ed C Loughry, Jr.**
10.2 Employment Agreement with Ronald F Knight**
10.3 Severance Agreement with Hillard C. Gardner**
10.4 Severance Agreement with Ira B. Lewis**
10.5 Severance Agreement with R Dale Floyd**
10.6 Severance Agreement with M. Glenn Layne**
10.7 Severance Agreement with Joy B Jobe**
10.8 Severance Agreement with William S Jones**
10.9 Severance Agreement with David W Hopper**
10.10 Cavalry Banking Key Personnel Severance Compensation Plan**
10.11 Cavalry Banking Employee Stock Ownership Plan**
10.12 Management Recognition Plan with William H. Huddleston III
10.13 Management Recognition Plan with Gary Brown
10.14 Management Recognition Plan with Ed Elam
10.15 Management Recognition Plan with Frank E. Crosslin, Jr.
10.16 Management Recognition Plan with Tim J. Durham
10.17 Management Recognition Plan with James C. Cope
10.18 Management Recognition Plan with Terry G. Haynes
10.19 Management Recognition Plan with Ed C. Loughry, Jr.
10.20 Management Recognition Plan with Ronald F. Knight
10.21 Management Recognition Plan with William S. Jones
10.22 Management Recognition Plan with Hillard C. Gardner
10.23 Management Recognition Plan with R. Dale Floyd
10.24 Management Recognition Plan with David W. Hopper
10.25 Management Recognition Plan with Joe W. Townsend
10.26 Management Recognition Plan with M. Glenn Layne
10.27 Management Recognition Plan with Joy B. Jobe
10.28 Management Recognition Plan with Ira B. Lewis, Jr.
10.29 Management Recognition Plan with Elizabeth L. Green
10.30 Management Recognition Plan with James O. Sweeney, III
13 Annual Report to Stockholders **
21 Subsidiaries of the Registrant**
27 Financial Data Schedule
* Incorporated herein by reference to the Registrant's Registration
Statement on Form S-1, as amended (333-40057).
** Incorporated herein by reference to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998.
(b)Reports on Form 8-K
A Form 8-K (dated October 7,1998) was filed announcing approval from the
Office of Thrift Supervision (OTS) to implement a program to repurchase
up to 376,913 shares or approximately 5% of its 7.5 million shares
outstanding.
23
<PAGE>
Pursuant to the requirements of section 13 or 15(d) of the Securities
Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CAVALRY BANCORP, INC.
Date: August 11, 1999 By: \s\ Ed C. Loughry, Jr.
-----------------------------
Ed C. Loughry, Jr.
President and Chief Executive
Officer
Date: August 11, 1999 By: \s\ Hillard C. Gardner
-----------------------------
Hillard C. Gardner
Senior Vice President and
Chief Financial Officer
24
<PAGE>
EXHIBIT 10.12
MANAGEMENT RECOGNITION PLAN WITH WILLIAM H HUDDLESTON, III
<PAGE>
CAVALRY BANCORP, INC.
1999 MANAGEMENT RECOGNITION PLAN
RESTRICTED STOCK AGREEMENT
--------------------------
RS No. 99-01
Shares of Restricted Stock are hereby awarded on April 22, 1999, by
Cavalry Bancorp, Inc., a Tennessee corporation (the "Corporation"), to William
Henry Huddleston III (the "Grantee"), in accordance with the following terms
and conditions:
1. Share Award. The Corporation hereby awards to the Grantee 12,922
shares ("Shares") of common stock of the Corporation ("Common Stock") pursuant
to the Cavalry Bancorp, Inc. 1999 Management Recognition Plan, as the same may
be amended from time to time (the "Plan"), and upon the terms and conditions
and subject to the restrictions therein and hereinafter set forth. A copy of
the Plan, as currently in effect, is incorporated herein by reference and is
attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period
(the "Restricted Period") commencing on the date of this Award Agreement and
terminating on April 22, 2004, Shares with respect to which the Restricted
Period has not lapsed may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Grantee except, in the event of the death of the
Grantee, by will or the laws of descent and distribution or pursuant to a
"domestic relations order," as defined in Section 414(p)(1)(B) the Code, or as
hereinafter provided. Shares with respect to which the Restricted Period has
lapsed shall sometimes be referred to herein as "Vested."
Provided that the Grantee does not incur a Termination of Service, Shares
shall become Vested in accordance with the following schedule.
Number of
Date of Vesting Shares Vested
--------------- -------------
April 22, 2000 2,584
April 22, 2001 2,584
April 22, 2002 2,584
April 22, 2003 2,584
April 22, 2004 2,586
The Committee referred to in Section 3 of the Plan 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 or to remove any or all of
such restrictions, whenever the Committee may determine that such action is
appropriate by reason of changes in applicable tax or other laws, changes in
circumstances occurring after the commencement of the Restricted Period, or
any other reason.
<PAGE>
3. Termination of Service. Except as provided in Section 8 below, if
the Grantee incurs a Termination of Service for any reason (other than death,
disability or normal retirement after attainment of age 65), all Shares which
are not Vested at the time of such Termination of Service shall upon such
Termination of Service be forfeited to the Corporation. If the Grantee incurs
a Termination of Service by reason of death, disability or normal retirement
after attainment of age 65, all Shares awarded pursuant to this Award
Agreement shall become Vested at the time of such termination, and the Shares
shall not thereafter be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in respect of the Shares in the name of the Grantee, and shall
hold such certificates for the benefit of the Grantee until the Shares
represented thereby become Vested. Such certificates shall bear the following
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 Cavalry Bancorp, Inc.1999 Management
Recognition Plan. Copies of such Plan are on file in
the office of the Secretary of Cavalry Bancorp, Inc.,
P.O. Box 188, Murfreesboro, Tennessee 37133-0188.
The Grantee further agrees that simultaneously with the execution of this
Award Agreement, the Grantee shall execute stock powers in favor of the
Corporation with respect to the Shares and that the Grantee shall promptly
deliver such stock powers to the Corporation.
5. Grantee's Rights. Subject to all limitations provided herein, the
Grantee, as owner of the Shares, shall have all the rights of a stockholder,
including, but not limited to, the right to receive all dividends paid on the
Shares and the right to vote such Shares.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation
shall deliver to the Grantee (or in the case of a decreased Grantee, to his
legal representative) the certificate in respect of such Shares and the
related stock power held by the Corporation pursuant to Section 4 above. The
Shares as to which the Restricted Period shall have lapsed or expired shall be
free of the restrictions referred to in Section 2 above, and such certificate
shall not bear the legend provided for in Section 4 above.
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, capital
distribution, 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 Award Agreement
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of Common Stock or other securities received, as a
result of the foregoing, by the Grantee with respect to Shares subject to the
restrictions contained in Section 2 above shall also be subject to such
<PAGE>
restrictions, and the certificate or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 4 above. The Grantee shall
execute stock powers in favor of the Corporation with respect to such shares
received by the Grantee.
8. Effect of Change in Control. If a tender offer or exchange offer for
shares of Cavalry Bancorp, Inc. (other than such an offer by the Corporation)
is commenced, or if a change in control shall occur, the Grantee shall be
given the right to Vest the Shares in full (to the extent they are not then
Vested) upon the happening of such event and may exercise such right until
the end of a period of 60 days following such date, after which such Shares
Award Agreement; provided, however, that no Shares which have previously been
forfeited shall thereafter become Vested.
9. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the Grantee's compliance with
the terms and provisions of Section 10 of the Plan.
10. Plan and Plan Interpretations as Controlling. The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling.
Capitalized terms used herein which are not defined in this Award Agreement
shall have the meaning ascribed to such terms in the Plan. All determinations
and interpretations made in the discretion of the Committee shall be binding
and conclusive upon the Grantee or his legal representatives with regard to
any question arising hereunder or under the Plan.
11. Grantee Service. Nothing in this Award Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the Grantee's
service as a director, emeritus director, or employee, or otherwise impose
upon the Corporation or any of its Affiliates any obligation to employ or
accept the services of the Grantee.
12. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares (or at any such earlier time, if any, that an election
is made by the Grantee under Section 83(b) of the Code, or any successor
thereto), the Corporation may withhold from any payment or distribution made
under the Plan sufficient Shares to cover any applicable withholding and
employment taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to Shares the amount of any taxes which the
Corporation is required to withhold with respect to such dividend payments.
13. Amendment. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement;
provided, however, that the Committee may not amend, alter, suspend,
discontinue or terminate any provision hereof which may adversely affect the
Grantee without the Grantee's (or his legal representative's) written consent.
14. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Award Agreement by signing in the space provided
below, by signing the attached stock powers, and by returning a signed copy
hereof and of the attached stock powers to the Corporation.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.
Cavalry Bancorp, Inc.
By \s\William S. Jones
----------------------------------
Its Executive Vice President
----------------------------------
ACCEPTED:
\s\ W. Henry Huddleston, III
------------------------------
(Signature)
<PAGE>
<PAGE>
EXHIBIT 10.13
MANAGEMENT RECOGNITION PLAN WITH GARY BROWN
<PAGE>
CAVALRY BANCORP, INC.
1999 MANAGEMENT RECOGNITION PLAN
RESTRICTED STOCK AGREEMENT
--------------------------
RS No. 99-02
Shares of Restricted Stock are hereby awarded on April 22, 1999, by
Cavalry Bancorp, Inc., a Tennessee corporation (the "Corporation"), to Gary
Brown (the "Grantee"), in accordance with the following terms and conditions:
1. Share Award. The Corporation hereby awards to the Grantee 12,922
shares ("Shares") of common stock of the Corporation ("Common Stock") pursuant
to the Cavalry Bancorp, Inc. 1999 Management Recognition Plan, as the same may
be amended from time to time (the "Plan"), and upon the terms and conditions
and subject to the restrictions therein and hereinafter set forth. A copy of
the Plan, as currently in effect, is incorporated herein by reference and is
attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period
(the "Restricted Period") commencing on the date of this Award Agreement and
terminating on April 22, 2004, Shares with respect to which the Restricted
Period has not lapsed may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Grantee except, in the event of the death of the
Grantee, by will or the laws of descent and distribution or pursuant to a
"domestic relations order," as defined in Section 414(p)(1)(B) the Code, or as
hereinafter provided. Shares with respect to which the Restricted Period has
lapsed shall sometimes be referred to herein as "Vested."
Provided that the Grantee does not incur a Termination of Service, Shares
shall become Vested in accordance with the following schedule.
Number of
Date of Vesting Shares Vested
--------------- -------------
April 22, 2000 2,584
April 22, 2001 2,584
April 22, 2002 2,584
April 22, 2003 2,584
April 22, 2004 2,586
The Committee referred to in Section 3 of the Plan 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 or to remove any or all of
such restrictions, whenever the Committee may determine that such action is
appropriate by reason of changes in applicable tax or other laws, changes in
circumstances occurring after the commencement of the Restricted Period, or
any other reason.
<PAGE>
3. Termination of Service. Except as provided in Section 8 below, if
the Grantee incurs a Termination of Service for any reason (other than death,
disability or normal retirement after attainment of age 65), all Shares which
are not Vested at the time of such Termination of Service shall upon such
Termination of Service be forfeited to the Corporation. If the Grantee incurs
a Termination of Service by reason of death, disability or normal retirement
after attainment of age 65, all Shares awarded pursuant to this Award
Agreement shall become Vested at the time of such termination, and the Shares
shall not thereafter be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in respect of the Shares in the name of the Grantee, and shall
hold such certificates for the benefit of the Grantee until the Shares
represented thereby become Vested. Such certificates shall bear the following
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 Cavalry Bancorp, Inc.1999 Management
Recognition Plan. Copies of such Plan are on file in
the office of the Secretary of Cavalry Bancorp, Inc.,
P.O. Box 188, Murfreesboro, Tennessee 37133-0188.
The Grantee further agrees that simultaneously with the execution of this
Award Agreement, the Grantee shall execute stock powers in favor of the
Corporation with respect to the Shares and that the Grantee shall promptly
deliver such stock powers to the Corporation.
5. Grantee's Rights. Subject to all limitations provided herein, the
Grantee, as owner of the Shares, shall have all the rights of a stockholder,
including, but not limited to, the right to receive all dividends paid on the
Shares and the right to vote such Shares.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation
shall deliver to the Grantee (or in the case of a decreased Grantee, to his
legal representative) the certificate in respect of such Shares and the
related stock power held by the Corporation pursuant to Section 4 above. The
Shares as to which the Restricted Period shall have lapsed or expired shall be
free of the restrictions referred to in Section 2 above, and such certificate
shall not bear the legend provided for in Section 4 above.
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, capital
distribution, 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 Award Agreement
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of Common Stock or other securities received, as a
result of the foregoing, by the Grantee with respect to Shares subject to the
restrictions contained in Section 2 above shall also be subject to such
<PAGE>
restrictions, and the certificate or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 4 above. The Grantee shall
execute stock powers in favor of the Corporation with respect to such shares
received by the Grantee.
8. Effect of Change in Control. If a tender offer or exchange offer for
shares of Cavalry Bancorp, Inc. (other than such an offer by the Corporation)
is commenced, or if a change in control shall occur, the Grantee shall be
given the right to Vest the Shares in full (to the extent they are not then
Vested) upon the happening of such event and may exercise such right until
the end of a period of 60 days following such date, after which such Shares
Award Agreement; provided, however, that no Shares which have previously been
forfeited shall thereafter become Vested.
9. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the Grantee's compliance with
the terms and provisions of Section 10 of the Plan.
10. Plan and Plan Interpretations as Controlling. The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling.
Capitalized terms used herein which are not defined in this Award Agreement
shall have the meaning ascribed to such terms in the Plan. All determinations
and interpretations made in the discretion of the Committee shall be binding
and conclusive upon the Grantee or his legal representatives with regard to
any question arising hereunder or under the Plan.
11. Grantee Service. Nothing in this Award Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the Grantee's
service as a director, emeritus director, or employee, or otherwise impose
upon the Corporation or any of its Affiliates any obligation to employ or
accept the services of the Grantee.
12. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares (or at any such earlier time, if any, that an election
is made by the Grantee under Section 83(b) of the Code, or any successor
thereto), the Corporation may withhold from any payment or distribution made
under the Plan sufficient Shares to cover any applicable withholding and
employment taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to Shares the amount of any taxes which the
Corporation is required to withhold with respect to such dividend payments.
13. Amendment. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement;
provided, however, that the Committee may not amend, alter, suspend,
discontinue or terminate any provision hereof which may adversely affect the
Grantee without the Grantee's (or his legal representative's) written consent.
14. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Award Agreement by signing in the space provided
below, by signing the attached stock powers, and by returning a signed copy
hereof and of the attached stock powers to the Corporation.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.
Cavalry Bancorp, Inc.
By \s\William S. Jones
----------------------------------
Its Executive Vice President
----------------------------------
ACCEPTED:
\s\ Gary Brown
----------------------------
(Signature)
<PAGE>
<PAGE>
EXHIBIT 10.14
MANAGEMENT RECOGNITION PLAN WITH ED ELAM
<PAGE>
CAVALRY BANCORP, INC.
1999 MANAGEMENT RECOGNITION PLAN
RESTRICTED STOCK AGREEMENT
--------------------------
RS No. 99-03
Shares of Restricted Stock are hereby awarded on April 22, 1999, by
Cavalry Bancorp, Inc., a Tennessee corporation (the "Corporation"), to Ed
Elam (the "Grantee"), in accordance with the following terms and conditions:
1. Share Award. The Corporation hereby awards to the Grantee 12,922
shares ("Shares") of common stock of the Corporation ("Common Stock") pursuant
to the Cavalry Bancorp, Inc. 1999 Management Recognition Plan, as the same may
be amended from time to time (the "Plan"), and upon the terms and conditions
and subject to the restrictions therein and hereinafter set forth. A copy of
the Plan, as currently in effect, is incorporated herein by reference and is
attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period
(the "Restricted Period") commencing on the date of this Award Agreement and
terminating on April 22, 2004, Shares with respect to which the Restricted
Period has not lapsed may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Grantee except, in the event of the death of the
Grantee, by will or the laws of descent and distribution or pursuant to a
"domestic relations order," as defined in Section 414(p)(1)(B) the Code, or as
hereinafter provided. Shares with respect to which the Restricted Period has
lapsed shall sometimes be referred to herein as "Vested."
Provided that the Grantee does not incur a Termination of Service, Shares
shall become Vested in accordance with the following schedule.
Number of
Date of Vesting Shares Vested
--------------- -------------
April 22, 2000 2,584
April 22, 2001 2,584
April 22, 2002 2,584
April 22, 2003 2,584
April 22, 2004 2,586
The Committee referred to in Section 3 of the Plan 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 or to remove any or all of
such restrictions, whenever the Committee may determine that such action is
appropriate by reason of changes in applicable tax or other laws, changes in
circumstances occurring after the commencement of the Restricted Period, or
any other reason.
<PAGE>
3. Termination of Service. Except as provided in Section 8 below, if
the Grantee incurs a Termination of Service for any reason (other than death,
disability or normal retirement after attainment of age 65), all Shares which
are not Vested at the time of such Termination of Service shall upon such
Termination of Service be forfeited to the Corporation. If the Grantee incurs
a Termination of Service by reason of death, disability or normal retirement
after attainment of age 65, all Shares awarded pursuant to this Award
Agreement shall become Vested at the time of such termination, and the Shares
shall not thereafter be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in respect of the Shares in the name of the Grantee, and shall
hold such certificates for the benefit of the Grantee until the Shares
represented thereby become Vested. Such certificates shall bear the following
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 Cavalry Bancorp, Inc.1999 Management
Recognition Plan. Copies of such Plan are on file in
the office of the Secretary of Cavalry Bancorp, Inc.,
P.O. Box 188, Murfreesboro, Tennessee 37133-0188.
The Grantee further agrees that simultaneously with the execution of this
Award Agreement, the Grantee shall execute stock powers in favor of the
Corporation with respect to the Shares and that the Grantee shall promptly
deliver such stock powers to the Corporation.
5. Grantee's Rights. Subject to all limitations provided herein, the
Grantee, as owner of the Shares, shall have all the rights of a stockholder,
including, but not limited to, the right to receive all dividends paid on the
Shares and the right to vote such Shares.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation
shall deliver to the Grantee (or in the case of a decreased Grantee, to his
legal representative) the certificate in respect of such Shares and the
related stock power held by the Corporation pursuant to Section 4 above. The
Shares as to which the Restricted Period shall have lapsed or expired shall be
free of the restrictions referred to in Section 2 above, and such certificate
shall not bear the legend provided for in Section 4 above.
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, capital
distribution, 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 Award Agreement
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of Common Stock or other securities received, as a
result of the foregoing, by the Grantee with respect to Shares subject to the
restrictions contained in Section 2 above shall also be subject to such
<PAGE>
restrictions, and the certificate or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 4 above. The Grantee shall
execute stock powers in favor of the Corporation with respect to such shares
received by the Grantee.
8. Effect of Change in Control. If a tender offer or exchange offer for
shares of Cavalry Bancorp, Inc. (other than such an offer by the Corporation)
is commenced, or if a change in control shall occur, the Grantee shall be
given the right to Vest the Shares in full (to the extent they are not then
Vested) upon the happening of such event and may exercise such right until
the end of a period of 60 days following such date, after which such Shares
Award Agreement; provided, however, that no Shares which have previously been
forfeited shall thereafter become Vested.
9. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the Grantee's compliance with
the terms and provisions of Section 10 of the Plan.
10. Plan and Plan Interpretations as Controlling. The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling.
Capitalized terms used herein which are not defined in this Award Agreement
shall have the meaning ascribed to such terms in the Plan. All determinations
and interpretations made in the discretion of the Committee shall be binding
and conclusive upon the Grantee or his legal representatives with regard to
any question arising hereunder or under the Plan.
11. Grantee Service. Nothing in this Award Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the Grantee's
service as a director, emeritus director, or employee, or otherwise impose
upon the Corporation or any of its Affiliates any obligation to employ or
accept the services of the Grantee.
12. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares (or at any such earlier time, if any, that an election
is made by the Grantee under Section 83(b) of the Code, or any successor
thereto), the Corporation may withhold from any payment or distribution made
under the Plan sufficient Shares to cover any applicable withholding and
employment taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to Shares the amount of any taxes which the
Corporation is required to withhold with respect to such dividend payments.
13. Amendment. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement;
provided, however, that the Committee may not amend, alter, suspend,
discontinue or terminate any provision hereof which may adversely affect the
Grantee without the Grantee's (or his legal representative's) written consent.
14. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Award Agreement by signing in the space provided
below, by signing the attached stock powers, and by returning a signed copy
hereof and of the attached stock powers to the Corporation.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.
Cavalry Bancorp, Inc.
By \s\William S. Jones
----------------------------------
Its Executive Vice President
----------------------------------
ACCEPTED:
\s\ Ed Elam
----------------------------
(Signature)
<PAGE>
<PAGE>
EXHIBIT 10.15
MANAGEMENT RECOGNITION PLAN WITH FRANK E. CROSSLIN, JR.
<PAGE>
CAVALRY BANCORP, INC.
1999 MANAGEMENT RECOGNITION PLAN
RESTRICTED STOCK AGREEMENT
--------------------------
RS No. 99-04
Shares of Restricted Stock are hereby awarded on April 22, 1999, by
Cavalry Bancorp, Inc., a Tennessee corporation (the "Corporation"), to Frank
E. Crosslin, Jr. (the "Grantee"), in accordance with the following terms
and conditions:
1. Share Award. The Corporation hereby awards to the Grantee 12,922
shares ("Shares") of common stock of the Corporation ("Common Stock") pursuant
to the Cavalry Bancorp, Inc. 1999 Management Recognition Plan, as the same may
be amended from time to time (the "Plan"), and upon the terms and conditions
and subject to the restrictions therein and hereinafter set forth. A copy of
the Plan, as currently in effect, is incorporated herein by reference and is
attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period
(the "Restricted Period") commencing on the date of this Award Agreement and
terminating on April 22, 2004, Shares with respect to which the Restricted
Period has not lapsed may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Grantee except, in the event of the death of the
Grantee, by will or the laws of descent and distribution or pursuant to a
"domestic relations order," as defined in Section 414(p)(1)(B) the Code, or as
hereinafter provided. Shares with respect to which the Restricted Period has
lapsed shall sometimes be referred to herein as "Vested."
Provided that the Grantee does not incur a Termination of Service, Shares
shall become Vested in accordance with the following schedule.
Number of
Date of Vesting Shares Vested
--------------- -------------
April 22, 2000 2,584
April 22, 2001 2,584
April 22, 2002 2,584
April 22, 2003 2,584
April 22, 2004 2,586
The Committee referred to in Section 3 of the Plan 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 or to remove any or all of
such restrictions, whenever the Committee may determine that such action is
appropriate by reason of changes in applicable tax or other laws, changes in
circumstances occurring after the commencement of the Restricted Period, or
any other reason.
<PAGE>
3. Termination of Service. Except as provided in Section 8 below, if
the Grantee incurs a Termination of Service for any reason (other than death,
disability or normal retirement after attainment of age 65), all Shares which
are not Vested at the time of such Termination of Service shall upon such
Termination of Service be forfeited to the Corporation. If the Grantee incurs
a Termination of Service by reason of death, disability or normal retirement
after attainment of age 65, all Shares awarded pursuant to this Award
Agreement shall become Vested at the time of such termination, and the Shares
shall not thereafter be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in respect of the Shares in the name of the Grantee, and shall
hold such certificates for the benefit of the Grantee until the Shares
represented thereby become Vested. Such certificates shall bear the following
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 Cavalry Bancorp, Inc.1999 Management
Recognition Plan. Copies of such Plan are on file in
the office of the Secretary of Cavalry Bancorp, Inc.,
P.O. Box 188, Murfreesboro, Tennessee 37133-0188.
The Grantee further agrees that simultaneously with the execution of this
Award Agreement, the Grantee shall execute stock powers in favor of the
Corporation with respect to the Shares and that the Grantee shall promptly
deliver such stock powers to the Corporation.
5. Grantee's Rights. Subject to all limitations provided herein, the
Grantee, as owner of the Shares, shall have all the rights of a stockholder,
including, but not limited to, the right to receive all dividends paid on the
Shares and the right to vote such Shares.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation
shall deliver to the Grantee (or in the case of a decreased Grantee, to his
legal representative) the certificate in respect of such Shares and the
related stock power held by the Corporation pursuant to Section 4 above. The
Shares as to which the Restricted Period shall have lapsed or expired shall be
free of the restrictions referred to in Section 2 above, and such certificate
shall not bear the legend provided for in Section 4 above.
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, capital
distribution, 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 Award Agreement
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of Common Stock or other securities received, as a
result of the foregoing, by the Grantee with respect to Shares subject to the
restrictions contained in Section 2 above shall also be subject to such
<PAGE>
restrictions, and the certificate or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 4 above. The Grantee shall
execute stock powers in favor of the Corporation with respect to such shares
received by the Grantee.
8. Effect of Change in Control. If a tender offer or exchange offer for
shares of Cavalry Bancorp, Inc. (other than such an offer by the Corporation)
is commenced, or if a change in control shall occur, the Grantee shall be
given the right to Vest the Shares in full (to the extent they are not then
Vested) upon the happening of such event and may exercise such right until
the end of a period of 60 days following such date, after which such Shares
Award Agreement; provided, however, that no Shares which have previously been
forfeited shall thereafter become Vested.
9. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the Grantee's compliance with
the terms and provisions of Section 10 of the Plan.
10. Plan and Plan Interpretations as Controlling. The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling.
Capitalized terms used herein which are not defined in this Award Agreement
shall have the meaning ascribed to such terms in the Plan. All determinations
and interpretations made in the discretion of the Committee shall be binding
and conclusive upon the Grantee or his legal representatives with regard to
any question arising hereunder or under the Plan.
11. Grantee Service. Nothing in this Award Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the Grantee's
service as a director, emeritus director, or employee, or otherwise impose
upon the Corporation or any of its Affiliates any obligation to employ or
accept the services of the Grantee.
12. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares (or at any such earlier time, if any, that an election
is made by the Grantee under Section 83(b) of the Code, or any successor
thereto), the Corporation may withhold from any payment or distribution made
under the Plan sufficient Shares to cover any applicable withholding and
employment taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to Shares the amount of any taxes which the
Corporation is required to withhold with respect to such dividend payments.
13. Amendment. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement;
provided, however, that the Committee may not amend, alter, suspend,
discontinue or terminate any provision hereof which may adversely affect the
Grantee without the Grantee's (or his legal representative's) written consent.
14. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Award Agreement by signing in the space provided
below, by signing the attached stock powers, and by returning a signed copy
hereof and of the attached stock powers to the Corporation.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.
Cavalry Bancorp, Inc.
By \s\William S. Jones
----------------------------------
Its Executive Vice President
----------------------------------
ACCEPTED:
\s\ Frank E. Crosslin, Jr.
----------------------------
(Signature)
<PAGE>
<PAGE>
EXHIBIT 10.16
MANAGEMENT RECOGNITION PLAN WITH TIM J. DURHAM
<PAGE>
CAVALRY BANCORP, INC.
1999 MANAGEMENT RECOGNITION PLAN
RESTRICTED STOCK AGREEMENT
--------------------------
RS No. 99-05
Shares of Restricted Stock are hereby awarded on April 22, 1999, by
Cavalry Bancorp, Inc., a Tennessee corporation (the "Corporation"), to Tim J.
Durham (the "Grantee"), in accordance with the following terms and conditions:
1. Share Award. The Corporation hereby awards to the Grantee 12,922
shares ("Shares") of common stock of the Corporation ("Common Stock") pursuant
to the Cavalry Bancorp, Inc. 1999 Management Recognition Plan, as the same may
be amended from time to time (the "Plan"), and upon the terms and conditions
and subject to the restrictions therein and hereinafter set forth. A copy of
the Plan, as currently in effect, is incorporated herein by reference and is
attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period
(the "Restricted Period") commencing on the date of this Award Agreement and
terminating on April 22, 2004, Shares with respect to which the Restricted
Period has not lapsed may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Grantee except, in the event of the death of the
Grantee, by will or the laws of descent and distribution or pursuant to a
"domestic relations order," as defined in Section 414(p)(1)(B) the Code, or as
hereinafter provided. Shares with respect to which the Restricted Period has
lapsed shall sometimes be referred to herein as "Vested."
Provided that the Grantee does not incur a Termination of Service, Shares
shall become Vested in accordance with the following schedule.
Number of
Date of Vesting Shares Vested
--------------- -------------
April 22, 2000 2,584
April 22, 2001 2,584
April 22, 2002 2,584
April 22, 2003 2,584
April 22, 2004 2,586
The Committee referred to in Section 3 of the Plan 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 or to remove any or all of
such restrictions, whenever the Committee may determine that such action is
appropriate by reason of changes in applicable tax or other laws, changes in
circumstances occurring after the commencement of the Restricted Period, or
any other reason.
<PAGE>
3. Termination of Service. Except as provided in Section 8 below, if
the Grantee incurs a Termination of Service for any reason (other than death,
disability or normal retirement after attainment of age 65), all Shares which
are not Vested at the time of such Termination of Service shall upon such
Termination of Service be forfeited to the Corporation. If the Grantee incurs
a Termination of Service by reason of death, disability or normal retirement
after attainment of age 65, all Shares awarded pursuant to this Award
Agreement shall become Vested at the time of such termination, and the Shares
shall not thereafter be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in respect of the Shares in the name of the Grantee, and shall
hold such certificates for the benefit of the Grantee until the Shares
represented thereby become Vested. Such certificates shall bear the following
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 Cavalry Bancorp, Inc.1999 Management
Recognition Plan. Copies of such Plan are on file in
the office of the Secretary of Cavalry Bancorp, Inc.,
P.O. Box 188, Murfreesboro, Tennessee 37133-0188.
The Grantee further agrees that simultaneously with the execution of this
Award Agreement, the Grantee shall execute stock powers in favor of the
Corporation with respect to the Shares and that the Grantee shall promptly
deliver such stock powers to the Corporation.
5. Grantee's Rights. Subject to all limitations provided herein, the
Grantee, as owner of the Shares, shall have all the rights of a stockholder,
including, but not limited to, the right to receive all dividends paid on the
Shares and the right to vote such Shares.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation
shall deliver to the Grantee (or in the case of a decreased Grantee, to his
legal representative) the certificate in respect of such Shares and the
related stock power held by the Corporation pursuant to Section 4 above. The
Shares as to which the Restricted Period shall have lapsed or expired shall be
free of the restrictions referred to in Section 2 above, and such certificate
shall not bear the legend provided for in Section 4 above.
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, capital
distribution, 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 Award Agreement
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of Common Stock or other securities received, as a
result of the foregoing, by the Grantee with respect to Shares subject to the
restrictions contained in Section 2 above shall also be subject to such
<PAGE>
restrictions, and the certificate or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 4 above. The Grantee shall
execute stock powers in favor of the Corporation with respect to such shares
received by the Grantee.
8. Effect of Change in Control. If a tender offer or exchange offer for
shares of Cavalry Bancorp, Inc. (other than such an offer by the Corporation)
is commenced, or if a change in control shall occur, the Grantee shall be
given the right to Vest the Shares in full (to the extent they are not then
Vested) upon the happening of such event and may exercise such right until
the end of a period of 60 days following such date, after which such Shares
Award Agreement; provided, however, that no Shares which have previously been
forfeited shall thereafter become Vested.
9. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the Grantee's compliance with
the terms and provisions of Section 10 of the Plan.
10. Plan and Plan Interpretations as Controlling. The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling.
Capitalized terms used herein which are not defined in this Award Agreement
shall have the meaning ascribed to such terms in the Plan. All determinations
and interpretations made in the discretion of the Committee shall be binding
and conclusive upon the Grantee or his legal representatives with regard to
any question arising hereunder or under the Plan.
11. Grantee Service. Nothing in this Award Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the Grantee's
service as a director, emeritus director, or employee, or otherwise impose
upon the Corporation or any of its Affiliates any obligation to employ or
accept the services of the Grantee.
12. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares (or at any such earlier time, if any, that an election
is made by the Grantee under Section 83(b) of the Code, or any successor
thereto), the Corporation may withhold from any payment or distribution made
under the Plan sufficient Shares to cover any applicable withholding and
employment taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to Shares the amount of any taxes which the
Corporation is required to withhold with respect to such dividend payments.
13. Amendment. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement;
provided, however, that the Committee may not amend, alter, suspend,
discontinue or terminate any provision hereof which may adversely affect the
Grantee without the Grantee's (or his legal representative's) written consent.
14. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Award Agreement by signing in the space provided
below, by signing the attached stock powers, and by returning a signed copy
hereof and of the attached stock powers to the Corporation.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.
Cavalry Bancorp, Inc.
By \s\William S. Jones
----------------------------------
Its Executive Vice President
----------------------------------
ACCEPTED:
\s\ Tim J. Durham
----------------------------
(Signature)
<PAGE>
<PAGE>
EXHIBIT 10.17
MANAGEMENT RECOGNITION PLAN WITH JAMES C. COPE
<PAGE>
CAVALRY BANCORP, INC.
1999 MANAGEMENT RECOGNITION PLAN
RESTRICTED STOCK AGREEMENT
--------------------------
RS No. 99-06
Shares of Restricted Stock are hereby awarded on April 22, 1999, by
Cavalry Bancorp, Inc., a Tennessee corporation (the "Corporation"), to James
C. Cope (the "Grantee"), in accordance with the following terms
and conditions:
1. Share Award. The Corporation hereby awards to the Grantee 12,922
shares ("Shares") of common stock of the Corporation ("Common Stock") pursuant
to the Cavalry Bancorp, Inc. 1999 Management Recognition Plan, as the same may
be amended from time to time (the "Plan"), and upon the terms and conditions
and subject to the restrictions therein and hereinafter set forth. A copy of
the Plan, as currently in effect, is incorporated herein by reference and is
attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period
(the "Restricted Period") commencing on the date of this Award Agreement and
terminating on April 22, 2004, Shares with respect to which the Restricted
Period has not lapsed may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Grantee except, in the event of the death of the
Grantee, by will or the laws of descent and distribution or pursuant to a
"domestic relations order," as defined in Section 414(p)(1)(B) the Code, or as
hereinafter provided. Shares with respect to which the Restricted Period has
lapsed shall sometimes be referred to herein as "Vested."
Provided that the Grantee does not incur a Termination of Service, Shares
shall become Vested in accordance with the following schedule.
Number of
Date of Vesting Shares Vested
--------------- -------------
April 22, 2000 2,584
April 22, 2001 2,584
April 22, 2002 2,584
April 22, 2003 2,584
April 22, 2004 2,586
The Committee referred to in Section 3 of the Plan 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 or to remove any or all of
such restrictions, whenever the Committee may determine that such action is
appropriate by reason of changes in applicable tax or other laws, changes in
circumstances occurring after the commencement of the Restricted Period, or
any other reason.
<PAGE>
3. Termination of Service. Except as provided in Section 8 below, if
the Grantee incurs a Termination of Service for any reason (other than death,
disability or normal retirement after attainment of age 65), all Shares which
are not Vested at the time of such Termination of Service shall upon such
Termination of Service be forfeited to the Corporation. If the Grantee incurs
a Termination of Service by reason of death, disability or normal retirement
after attainment of age 65, all Shares awarded pursuant to this Award
Agreement shall become Vested at the time of such termination, and the Shares
shall not thereafter be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in respect of the Shares in the name of the Grantee, and shall
hold such certificates for the benefit of the Grantee until the Shares
represented thereby become Vested. Such certificates shall bear the following
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 Cavalry Bancorp, Inc.1999 Management
Recognition Plan. Copies of such Plan are on file in
the office of the Secretary of Cavalry Bancorp, Inc.,
P.O. Box 188, Murfreesboro, Tennessee 37133-0188.
The Grantee further agrees that simultaneously with the execution of this
Award Agreement, the Grantee shall execute stock powers in favor of the
Corporation with respect to the Shares and that the Grantee shall promptly
deliver such stock powers to the Corporation.
5. Grantee's Rights. Subject to all limitations provided herein, the
Grantee, as owner of the Shares, shall have all the rights of a stockholder,
including, but not limited to, the right to receive all dividends paid on the
Shares and the right to vote such Shares.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation
shall deliver to the Grantee (or in the case of a decreased Grantee, to his
legal representative) the certificate in respect of such Shares and the
related stock power held by the Corporation pursuant to Section 4 above. The
Shares as to which the Restricted Period shall have lapsed or expired shall be
free of the restrictions referred to in Section 2 above, and such certificate
shall not bear the legend provided for in Section 4 above.
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, capital
distribution, 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 Award Agreement
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of Common Stock or other securities received, as a
result of the foregoing, by the Grantee with respect to Shares subject to the
restrictions contained in Section 2 above shall also be subject to such
<PAGE>
restrictions, and the certificate or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 4 above. The Grantee shall
execute stock powers in favor of the Corporation with respect to such shares
received by the Grantee.
8. Effect of Change in Control. If a tender offer or exchange offer for
shares of Cavalry Bancorp, Inc. (other than such an offer by the Corporation)
is commenced, or if a change in control shall occur, the Grantee shall be
given the right to Vest the Shares in full (to the extent they are not then
Vested) upon the happening of such event and may exercise such right until
the end of a period of 60 days following such date, after which such Shares
Award Agreement; provided, however, that no Shares which have previously been
forfeited shall thereafter become Vested.
9. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the Grantee's compliance with
the terms and provisions of Section 10 of the Plan.
10. Plan and Plan Interpretations as Controlling. The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling.
Capitalized terms used herein which are not defined in this Award Agreement
shall have the meaning ascribed to such terms in the Plan. All determinations
and interpretations made in the discretion of the Committee shall be binding
and conclusive upon the Grantee or his legal representatives with regard to
any question arising hereunder or under the Plan.
11. Grantee Service. Nothing in this Award Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the Grantee's
service as a director, emeritus director, or employee, or otherwise impose
upon the Corporation or any of its Affiliates any obligation to employ or
accept the services of the Grantee.
12. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares (or at any such earlier time, if any, that an election
is made by the Grantee under Section 83(b) of the Code, or any successor
thereto), the Corporation may withhold from any payment or distribution made
under the Plan sufficient Shares to cover any applicable withholding and
employment taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to Shares the amount of any taxes which the
Corporation is required to withhold with respect to such dividend payments.
13. Amendment. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement;
provided, however, that the Committee may not amend, alter, suspend,
discontinue or terminate any provision hereof which may adversely affect the
Grantee without the Grantee's (or his legal representative's) written consent.
14. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Award Agreement by signing in the space provided
below, by signing the attached stock powers, and by returning a signed copy
hereof and of the attached stock powers to the Corporation.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.
Cavalry Bancorp, Inc.
By \s\William S. Jones
----------------------------------
Its Executive Vice President
----------------------------------
ACCEPTED:
\s\ James C. Cope
----------------------------
(Signature)
<PAGE>
<PAGE>
EXHIBIT 10.18
MANAGEMENT RECOGNITION PLAN WITH TERRY G. HAYNES
<PAGE>
CAVALRY BANCORP, INC.
1999 MANAGEMENT RECOGNITION PLAN
RESTRICTED STOCK AGREEMENT
--------------------------
RS No. 99-07
Shares of Restricted Stock are hereby awarded on April 22, 1999, by
Cavalry Bancorp, Inc., a Tennessee corporation (the "Corporation"), to Terry
G. Haynes (the "Grantee"), in accordance with the following terms
and conditions:
1. Share Award. The Corporation hereby awards to the Grantee 12,922
shares ("Shares") of common stock of the Corporation ("Common Stock") pursuant
to the Cavalry Bancorp, Inc. 1999 Management Recognition Plan, as the same may
be amended from time to time (the "Plan"), and upon the terms and conditions
and subject to the restrictions therein and hereinafter set forth. A copy of
the Plan, as currently in effect, is incorporated herein by reference and is
attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period
(the "Restricted Period") commencing on the date of this Award Agreement and
terminating on April 22, 2004, Shares with respect to which the Restricted
Period has not lapsed may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Grantee except, in the event of the death of the
Grantee, by will or the laws of descent and distribution or pursuant to a
"domestic relations order," as defined in Section 414(p)(1)(B) the Code, or as
hereinafter provided. Shares with respect to which the Restricted Period has
lapsed shall sometimes be referred to herein as "Vested."
Provided that the Grantee does not incur a Termination of Service, Shares
shall become Vested in accordance with the following schedule.
Number of
Date of Vesting Shares Vested
--------------- -------------
April 22, 2000 2,584
April 22, 2001 2,584
April 22, 2002 2,584
April 22, 2003 2,584
April 22, 2004 2,586
The Committee referred to in Section 3 of the Plan 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 or to remove any or all of
such restrictions, whenever the Committee may determine that such action is
appropriate by reason of changes in applicable tax or other laws, changes in
circumstances occurring after the commencement of the Restricted Period, or
any other reason.
<PAGE>
3. Termination of Service. Except as provided in Section 8 below, if
the Grantee incurs a Termination of Service for any reason (other than death,
disability or normal retirement after attainment of age 65), all Shares which
are not Vested at the time of such Termination of Service shall upon such
Termination of Service be forfeited to the Corporation. If the Grantee incurs
a Termination of Service by reason of death, disability or normal retirement
after attainment of age 65, all Shares awarded pursuant to this Award
Agreement shall become Vested at the time of such termination, and the Shares
shall not thereafter be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in respect of the Shares in the name of the Grantee, and shall
hold such certificates for the benefit of the Grantee until the Shares
represented thereby become Vested. Such certificates shall bear the following
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 Cavalry Bancorp, Inc.1999 Management
Recognition Plan. Copies of such Plan are on file in
the office of the Secretary of Cavalry Bancorp, Inc.,
P.O. Box 188, Murfreesboro, Tennessee 37133-0188.
The Grantee further agrees that simultaneously with the execution of this
Award Agreement, the Grantee shall execute stock powers in favor of the
Corporation with respect to the Shares and that the Grantee shall promptly
deliver such stock powers to the Corporation.
5. Grantee's Rights. Subject to all limitations provided herein, the
Grantee, as owner of the Shares, shall have all the rights of a stockholder,
including, but not limited to, the right to receive all dividends paid on the
Shares and the right to vote such Shares.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation
shall deliver to the Grantee (or in the case of a decreased Grantee, to his
legal representative) the certificate in respect of such Shares and the
related stock power held by the Corporation pursuant to Section 4 above. The
Shares as to which the Restricted Period shall have lapsed or expired shall be
free of the restrictions referred to in Section 2 above, and such certificate
shall not bear the legend provided for in Section 4 above.
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, capital
distribution, 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 Award Agreement
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of Common Stock or other securities received, as a
result of the foregoing, by the Grantee with respect to Shares subject to the
restrictions contained in Section 2 above shall also be subject to such
<PAGE>
restrictions, and the certificate or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 4 above. The Grantee shall
execute stock powers in favor of the Corporation with respect to such shares
received by the Grantee.
8. Effect of Change in Control. If a tender offer or exchange offer for
shares of Cavalry Bancorp, Inc. (other than such an offer by the Corporation)
is commenced, or if a change in control shall occur, the Grantee shall be
given the right to Vest the Shares in full (to the extent they are not then
Vested) upon the happening of such event and may exercise such right until
the end of a period of 60 days following such date, after which such Shares
Award Agreement; provided, however, that no Shares which have previously been
forfeited shall thereafter become Vested.
9. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the Grantee's compliance with
the terms and provisions of Section 10 of the Plan.
10. Plan and Plan Interpretations as Controlling. The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling.
Capitalized terms used herein which are not defined in this Award Agreement
shall have the meaning ascribed to such terms in the Plan. All determinations
and interpretations made in the discretion of the Committee shall be binding
and conclusive upon the Grantee or his legal representatives with regard to
any question arising hereunder or under the Plan.
11. Grantee Service. Nothing in this Award Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the Grantee's
service as a director, emeritus director, or employee, or otherwise impose
upon the Corporation or any of its Affiliates any obligation to employ or
accept the services of the Grantee.
12. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares (or at any such earlier time, if any, that an election
is made by the Grantee under Section 83(b) of the Code, or any successor
thereto), the Corporation may withhold from any payment or distribution made
under the Plan sufficient Shares to cover any applicable withholding and
employment taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to Shares the amount of any taxes which the
Corporation is required to withhold with respect to such dividend payments.
13. Amendment. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement;
provided, however, that the Committee may not amend, alter, suspend,
discontinue or terminate any provision hereof which may adversely affect the
Grantee without the Grantee's (or his legal representative's) written consent.
14. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Award Agreement by signing in the space provided
below, by signing the attached stock powers, and by returning a signed copy
hereof and of the attached stock powers to the Corporation.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.
Cavalry Bancorp, Inc.
By \s\William S. Jones
----------------------------------
Its Executive Vice President
----------------------------------
ACCEPTED:
\s\ Terry G. Haynes
----------------------------
(Signature)
<PAGE>
<PAGE>
EXHIBIT 10.19
MANAGEMENT RECOGNITION PLAN WITH ED C. LOUGHRY, JR.
<PAGE>
CAVALRY BANCORP, INC.
1999 MANAGEMENT RECOGNITION PLAN
RESTRICTED STOCK AGREEMENT
--------------------------
RS No. 99-08
Shares of Restricted Stock are hereby awarded on April 22, 1999, by
Cavalry Bancorp, Inc., a Tennessee corporation (the "Corporation"), to Ed C.
Loughry, Jr. (the "Grantee"), in accordance with the following terms
and conditions:
1. Share Award. The Corporation hereby awards to the Grantee 75,382
shares ("Shares") of common stock of the Corporation ("Common Stock") pursuant
to the Cavalry Bancorp, Inc. 1999 Management Recognition Plan, as the same may
be amended from time to time (the "Plan"), and upon the terms and conditions
and subject to the restrictions therein and hereinafter set forth. A copy of
the Plan, as currently in effect, is incorporated herein by reference and is
attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period
(the "Restricted Period") commencing on the date of this Award Agreement and
terminating on April 22, 2004, Shares with respect to which the Restricted
Period has not lapsed may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Grantee except, in the event of the death of the
Grantee, by will or the laws of descent and distribution or pursuant to a
"domestic relations order," as defined in Section 414(p)(1)(B) the Code, or as
hereinafter provided. Shares with respect to which the Restricted Period has
lapsed shall sometimes be referred to herein as "Vested."
Provided that the Grantee does not incur a Termination of Service, Shares
shall become Vested in accordance with the following schedule.
Number of
Date of Vesting Shares Vested
--------------- -------------
April 22, 2000 15,076
April 22, 2001 15,076
April 22, 2002 15,076
April 22, 2003 15,076
April 22, 2004 15,078
The Committee referred to in Section 3 of the Plan 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 or to remove any or all of
such restrictions, whenever the Committee may determine that such action is
appropriate by reason of changes in applicable tax or other laws, changes in
circumstances occurring after the commencement of the Restricted Period, or
any other reason.
<PAGE>
3. Termination of Service. Except as provided in Section 8 below, if
the Grantee incurs a Termination of Service for any reason (other than death,
disability or normal retirement after attainment of age 65), all Shares which
are not Vested at the time of such Termination of Service shall upon such
Termination of Service be forfeited to the Corporation. If the Grantee incurs
a Termination of Service by reason of death, disability or normal retirement
after attainment of age 65, all Shares awarded pursuant to this Award
Agreement shall become Vested at the time of such termination, and the Shares
shall not thereafter be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in respect of the Shares in the name of the Grantee, and shall
hold such certificates for the benefit of the Grantee until the Shares
represented thereby become Vested. Such certificates shall bear the following
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 Cavalry Bancorp, Inc.1999 Management
Recognition Plan. Copies of such Plan are on file in
the office of the Secretary of Cavalry Bancorp, Inc.,
P.O. Box 188, Murfreesboro, Tennessee 37133-0188.
The Grantee further agrees that simultaneously with the execution of this
Award Agreement, the Grantee shall execute stock powers in favor of the
Corporation with respect to the Shares and that the Grantee shall promptly
deliver such stock powers to the Corporation.
5. Grantee's Rights. Subject to all limitations provided herein, the
Grantee, as owner of the Shares, shall have all the rights of a stockholder,
including, but not limited to, the right to receive all dividends paid on the
Shares and the right to vote such Shares.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation
shall deliver to the Grantee (or in the case of a decreased Grantee, to his
legal representative) the certificate in respect of such Shares and the
related stock power held by the Corporation pursuant to Section 4 above. The
Shares as to which the Restricted Period shall have lapsed or expired shall be
free of the restrictions referred to in Section 2 above, and such certificate
shall not bear the legend provided for in Section 4 above.
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, capital
distribution, 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 Award Agreement
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of Common Stock or other securities received, as a
result of the foregoing, by the Grantee with respect to Shares subject to the
restrictions contained in Section 2 above shall also be subject to such
<PAGE>
restrictions, and the certificate or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 4 above. The Grantee shall
execute stock powers in favor of the Corporation with respect to such shares
received by the Grantee.
8. Effect of Change in Control. If a tender offer or exchange offer for
shares of Cavalry Bancorp, Inc. (other than such an offer by the Corporation)
is commenced, or if a change in control shall occur, the Grantee shall be
given the right to Vest the Shares in full (to the extent they are not then
Vested) upon the happening of such event and may exercise such right until
the end of a period of 60 days following such date, after which such Shares
Award Agreement; provided, however, that no Shares which have previously been
forfeited shall thereafter become Vested.
9. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the Grantee's compliance with
the terms and provisions of Section 10 of the Plan.
10. Plan and Plan Interpretations as Controlling. The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling.
Capitalized terms used herein which are not defined in this Award Agreement
shall have the meaning ascribed to such terms in the Plan. All determinations
and interpretations made in the discretion of the Committee shall be binding
and conclusive upon the Grantee or his legal representatives with regard to
any question arising hereunder or under the Plan.
11. Grantee Service. Nothing in this Award Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the Grantee's
service as a director, emeritus director, or employee, or otherwise impose
upon the Corporation or any of its Affiliates any obligation to employ or
accept the services of the Grantee.
12. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares (or at any such earlier time, if any, that an election
is made by the Grantee under Section 83(b) of the Code, or any successor
thereto), the Corporation may withhold from any payment or distribution made
under the Plan sufficient Shares to cover any applicable withholding and
employment taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to Shares the amount of any taxes which the
Corporation is required to withhold with respect to such dividend payments.
13. Amendment. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement;
provided, however, that the Committee may not amend, alter, suspend,
discontinue or terminate any provision hereof which may adversely affect the
Grantee without the Grantee's (or his legal representative's) written consent.
14. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Award Agreement by signing in the space provided
below, by signing the attached stock powers, and by returning a signed copy
hereof and of the attached stock powers to the Corporation.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.
Cavalry Bancorp, Inc.
By \s\William S. Jones
----------------------------------
Its Executive Vice President
----------------------------------
ACCEPTED:
\s\ Ed C. Loughry, Jr.
----------------------------
(Signature)
<PAGE>
<PAGE>
EXHIBIT 10.20
MANAGEMENT RECOGNITION PLAN WITH RONALD F. KNIGHT
<PAGE>
CAVALRY BANCORP, INC.
1999 MANAGEMENT RECOGNITION PLAN
RESTRICTED STOCK AGREEMENT
--------------------------
RS No. 99-09
Shares of Restricted Stock are hereby awarded on April 22, 1999, by
Cavalry Bancorp, Inc., a Tennessee corporation (the "Corporation"), to Ronald
F. Knight (the "Grantee"), in accordance with the following terms and
conditions:
1. Share Award. The Corporation hereby awards to the Grantee 60,314
shares ("Shares") of common stock of the Corporation ("Common Stock") pursuant
to the Cavalry Bancorp, Inc. 1999 Management Recognition Plan, as the same may
be amended from time to time (the "Plan"), and upon the terms and conditions
and subject to the restrictions therein and hereinafter set forth. A copy of
the Plan, as currently in effect, is incorporated herein by reference and is
attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period
(the "Restricted Period") commencing on the date of this Award Agreement and
terminating on April 22, 2004, Shares with respect to which the Restricted
Period has not lapsed may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Grantee except, in the event of the death of the
Grantee, by will or the laws of descent and distribution or pursuant to a
"domestic relations order," as defined in Section 414(p)(1)(B) the Code, or as
hereinafter provided. Shares with respect to which the Restricted Period has
lapsed shall sometimes be referred to herein as "Vested."
Provided that the Grantee does not incur a Termination of Service, Shares
shall become Vested in accordance with the following schedule.
Number of
Date of Vesting Shares Vested
--------------- -------------
April 22, 2000 12,062
April 22, 2001 12,062
April 22, 2002 12,062
April 22, 2003 12,062
April 22, 2004 12,066
The Committee referred to in Section 3 of the Plan 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 or to remove any or all of
such restrictions, whenever the Committee may determine that such action is
appropriate by reason of changes in applicable tax or other laws, changes in
circumstances occurring after the commencement of the Restricted Period, or
any other reason.
<PAGE>
3. Termination of Service. Except as provided in Section 8 below, if
the Grantee incurs a Termination of Service for any reason (other than death,
disability or normal retirement after attainment of age 65), all Shares which
are not Vested at the time of such Termination of Service shall upon such
Termination of Service be forfeited to the Corporation. If the Grantee incurs
a Termination of Service by reason of death, disability or normal retirement
after attainment of age 65, all Shares awarded pursuant to this Award
Agreement shall become Vested at the time of such termination, and the Shares
shall not thereafter be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in respect of the Shares in the name of the Grantee, and shall
hold such certificates for the benefit of the Grantee until the Shares
represented thereby become Vested. Such certificates shall bear the following
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 Cavalry Bancorp, Inc.1999 Management
Recognition Plan. Copies of such Plan are on file in
the office of the Secretary of Cavalry Bancorp, Inc.,
P.O. Box 188, Murfreesboro, Tennessee 37133-0188.
The Grantee further agrees that simultaneously with the execution of this
Award Agreement, the Grantee shall execute stock powers in favor of the
Corporation with respect to the Shares and that the Grantee shall promptly
deliver such stock powers to the Corporation.
5. Grantee's Rights. Subject to all limitations provided herein, the
Grantee, as owner of the Shares, shall have all the rights of a stockholder,
including, but not limited to, the right to receive all dividends paid on the
Shares and the right to vote such Shares.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation
shall deliver to the Grantee (or in the case of a decreased Grantee, to his
legal representative) the certificate in respect of such Shares and the
related stock power held by the Corporation pursuant to Section 4 above. The
Shares as to which the Restricted Period shall have lapsed or expired shall be
free of the restrictions referred to in Section 2 above, and such certificate
shall not bear the legend provided for in Section 4 above.
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, capital
distribution, 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 Award Agreement
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of Common Stock or other securities received, as a
result of the foregoing, by the Grantee with respect to Shares subject to the
restrictions contained in Section 2 above shall also be subject to such
<PAGE>
restrictions, and the certificate or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 4 above. The Grantee shall
execute stock powers in favor of the Corporation with respect to such shares
received by the Grantee.
8. Effect of Change in Control. If a tender offer or exchange offer for
shares of Cavalry Bancorp, Inc. (other than such an offer by the Corporation)
is commenced, or if a change in control shall occur, the Grantee shall be
given the right to Vest the Shares in full (to the extent they are not then
Vested) upon the happening of such event and may exercise such right until
the end of a period of 60 days following such date, after which such Shares
Award Agreement; provided, however, that no Shares which have previously been
forfeited shall thereafter become Vested.
9. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the Grantee's compliance with
the terms and provisions of Section 10 of the Plan.
10. Plan and Plan Interpretations as Controlling. The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling.
Capitalized terms used herein which are not defined in this Award Agreement
shall have the meaning ascribed to such terms in the Plan. All determinations
and interpretations made in the discretion of the Committee shall be binding
and conclusive upon the Grantee or his legal representatives with regard to
any question arising hereunder or under the Plan.
11. Grantee Service. Nothing in this Award Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the Grantee's
service as a director, emeritus director, or employee, or otherwise impose
upon the Corporation or any of its Affiliates any obligation to employ or
accept the services of the Grantee.
12. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares (or at any such earlier time, if any, that an election
is made by the Grantee under Section 83(b) of the Code, or any successor
thereto), the Corporation may withhold from any payment or distribution made
under the Plan sufficient Shares to cover any applicable withholding and
employment taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to Shares the amount of any taxes which the
Corporation is required to withhold with respect to such dividend payments.
13. Amendment. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement;
provided, however, that the Committee may not amend, alter, suspend,
discontinue or terminate any provision hereof which may adversely affect the
Grantee without the Grantee's (or his legal representative's) written consent.
14. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Award Agreement by signing in the space provided
below, by signing the attached stock powers, and by returning a signed copy
hereof and of the attached stock powers to the Corporation.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.
Cavalry Bancorp, Inc.
By \s\William S. Jones
----------------------------------
Its Executive Vice President
----------------------------------
ACCEPTED:
\s\ Ronald F. Knight
----------------------------
(Signature)
<PAGE>
<PAGE>
EXHIBIT 10.21
MANAGEMENT RECOGNITION PLAN WITH WILLIAM S. JONES
<PAGE>
CAVALRY BANCORP, INC.
1999 MANAGEMENT RECOGNITION PLAN
RESTRICTED STOCK AGREEMENT
--------------------------
RS No. 99-10
Shares of Restricted Stock are hereby awarded on April 22, 1999, by
Cavalry Bancorp, Inc., a Tennessee corporation (the "Corporation"), to William
S. Jones (the "Grantee"), in accordance with the following terms and
conditions:
1. Share Award. The Corporation hereby awards to the Grantee 7,538
shares ("Shares") of common stock of the Corporation ("Common Stock") pursuant
to the Cavalry Bancorp, Inc. 1999 Management Recognition Plan, as the same may
be amended from time to time (the "Plan"), and upon the terms and conditions
and subject to the restrictions therein and hereinafter set forth. A copy of
the Plan, as currently in effect, is incorporated herein by reference and is
attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period
(the "Restricted Period") commencing on the date of this Award Agreement and
terminating on April 22, 2004, Shares with respect to which the Restricted
Period has not lapsed may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Grantee except, in the event of the death of the
Grantee, by will or the laws of descent and distribution or pursuant to a
"domestic relations order," as defined in Section 414(p)(1)(B) the Code, or as
hereinafter provided. Shares with respect to which the Restricted Period has
lapsed shall sometimes be referred to herein as "Vested."
Provided that the Grantee does not incur a Termination of Service, Shares
shall become Vested in accordance with the following schedule.
Number of
Date of Vesting Shares Vested
--------------- -------------
April 22, 2000 1,507
April 22, 2001 1,507
April 22, 2002 1,507
April 22, 2003 1,507
April 22, 2004 1,510
The Committee referred to in Section 3 of the Plan 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 or to remove any or all of
such restrictions, whenever the Committee may determine that such action is
appropriate by reason of changes in applicable tax or other laws, changes in
circumstances occurring after the commencement of the Restricted Period, or
any other reason.
<PAGE>
3. Termination of Service. Except as provided in Section 8 below, if
the Grantee incurs a Termination of Service for any reason (other than death,
disability or normal retirement after attainment of age 65), all Shares which
are not Vested at the time of such Termination of Service shall upon such
Termination of Service be forfeited to the Corporation. If the Grantee incurs
a Termination of Service by reason of death, disability or normal retirement
after attainment of age 65, all Shares awarded pursuant to this Award
Agreement shall become Vested at the time of such termination, and the Shares
shall not thereafter be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in respect of the Shares in the name of the Grantee, and shall
hold such certificates for the benefit of the Grantee until the Shares
represented thereby become Vested. Such certificates shall bear the following
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 Cavalry Bancorp, Inc.1999 Management
Recognition Plan. Copies of such Plan are on file in
the office of the Secretary of Cavalry Bancorp, Inc.,
P.O. Box 188, Murfreesboro, Tennessee 37133-0188.
The Grantee further agrees that simultaneously with the execution of this
Award Agreement, the Grantee shall execute stock powers in favor of the
Corporation with respect to the Shares and that the Grantee shall promptly
deliver such stock powers to the Corporation.
5. Grantee's Rights. Subject to all limitations provided herein, the
Grantee, as owner of the Shares, shall have all the rights of a stockholder,
including, but not limited to, the right to receive all dividends paid on the
Shares and the right to vote such Shares.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation
shall deliver to the Grantee (or in the case of a decreased Grantee, to his
legal representative) the certificate in respect of such Shares and the
related stock power held by the Corporation pursuant to Section 4 above. The
Shares as to which the Restricted Period shall have lapsed or expired shall be
free of the restrictions referred to in Section 2 above, and such certificate
shall not bear the legend provided for in Section 4 above.
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, capital
distribution, 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 Award Agreement
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of Common Stock or other securities received, as a
result of the foregoing, by the Grantee with respect to Shares subject to the
restrictions contained in Section 2 above shall also be subject to such
<PAGE>
restrictions, and the certificate or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 4 above. The Grantee shall
execute stock powers in favor of the Corporation with respect to such shares
received by the Grantee.
8. Effect of Change in Control. If a tender offer or exchange offer for
shares of Cavalry Bancorp, Inc. (other than such an offer by the Corporation)
is commenced, or if a change in control shall occur, the Grantee shall be
given the right to Vest the Shares in full (to the extent they are not then
Vested) upon the happening of such event and may exercise such right until
the end of a period of 60 days following such date, after which such Shares
Award Agreement; provided, however, that no Shares which have previously been
forfeited shall thereafter become Vested.
9. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the Grantee's compliance with
the terms and provisions of Section 10 of the Plan.
10. Plan and Plan Interpretations as Controlling. The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling.
Capitalized terms used herein which are not defined in this Award Agreement
shall have the meaning ascribed to such terms in the Plan. All determinations
and interpretations made in the discretion of the Committee shall be binding
and conclusive upon the Grantee or his legal representatives with regard to
any question arising hereunder or under the Plan.
11. Grantee Service. Nothing in this Award Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the Grantee's
service as a director, emeritus director, or employee, or otherwise impose
upon the Corporation or any of its Affiliates any obligation to employ or
accept the services of the Grantee.
12. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares (or at any such earlier time, if any, that an election
is made by the Grantee under Section 83(b) of the Code, or any successor
thereto), the Corporation may withhold from any payment or distribution made
under the Plan sufficient Shares to cover any applicable withholding and
employment taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to Shares the amount of any taxes which the
Corporation is required to withhold with respect to such dividend payments.
13. Amendment. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement;
provided, however, that the Committee may not amend, alter, suspend,
discontinue or terminate any provision hereof which may adversely affect the
Grantee without the Grantee's (or his legal representative's) written consent.
14. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Award Agreement by signing in the space provided
below, by signing the attached stock powers, and by returning a signed copy
hereof and of the attached stock powers to the Corporation.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.
Cavalry Bancorp, Inc.
By \s\Ronald F. Knight
----------------------------------
Its President
----------------------------------
ACCEPTED:
\s\ William S. Jones
----------------------------
(Signature)
<PAGE>
<PAGE>
EXHIBIT 10.22
MANAGEMENT RECOGNITION PLAN WITH HILLARD C. GARDNER
<PAGE>
CAVALRY BANCORP, INC.
1999 MANAGEMENT RECOGNITION PLAN
RESTRICTED STOCK AGREEMENT
--------------------------
RS No. 99-11
Shares of Restricted Stock are hereby awarded on April 22, 1999, by
Cavalry Bancorp, Inc., a Tennessee corporation (the "Corporation"), to Hillard
C. Gardner (the "Grantee"), in accordance with the following terms and
conditions:
1. Share Award. The Corporation hereby awards to the Grantee 7,538
shares ("Shares") of common stock of the Corporation ("Common Stock") pursuant
to the Cavalry Bancorp, Inc. 1999 Management Recognition Plan, as the same may
be amended from time to time (the "Plan"), and upon the terms and conditions
and subject to the restrictions therein and hereinafter set forth. A copy of
the Plan, as currently in effect, is incorporated herein by reference and is
attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period
(the "Restricted Period") commencing on the date of this Award Agreement and
terminating on April 22, 2004, Shares with respect to which the Restricted
Period has not lapsed may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Grantee except, in the event of the death of the
Grantee, by will or the laws of descent and distribution or pursuant to a
"domestic relations order," as defined in Section 414(p)(1)(B) the Code, or as
hereinafter provided. Shares with respect to which the Restricted Period has
lapsed shall sometimes be referred to herein as "Vested."
Provided that the Grantee does not incur a Termination of Service, Shares
shall become Vested in accordance with the following schedule.
Number of
Date of Vesting Shares Vested
--------------- -------------
April 22, 2000 1,507
April 22, 2001 1,507
April 22, 2002 1,507
April 22, 2003 1,507
April 22, 2004 1,510
The Committee referred to in Section 3 of the Plan 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 or to remove any or all of
such restrictions, whenever the Committee may determine that such action is
appropriate by reason of changes in applicable tax or other laws, changes in
circumstances occurring after the commencement of the Restricted Period, or
any other reason.
<PAGE>
3. Termination of Service. Except as provided in Section 8 below, if
the Grantee incurs a Termination of Service for any reason (other than death,
disability or normal retirement after attainment of age 65), all Shares which
are not Vested at the time of such Termination of Service shall upon such
Termination of Service be forfeited to the Corporation. If the Grantee incurs
a Termination of Service by reason of death, disability or normal retirement
after attainment of age 65, all Shares awarded pursuant to this Award
Agreement shall become Vested at the time of such termination, and the Shares
shall not thereafter be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in respect of the Shares in the name of the Grantee, and shall
hold such certificates for the benefit of the Grantee until the Shares
represented thereby become Vested. Such certificates shall bear the following
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 Cavalry Bancorp, Inc.1999 Management
Recognition Plan. Copies of such Plan are on file in
the office of the Secretary of Cavalry Bancorp, Inc.,
P.O. Box 188, Murfreesboro, Tennessee 37133-0188.
The Grantee further agrees that simultaneously with the execution of this
Award Agreement, the Grantee shall execute stock powers in favor of the
Corporation with respect to the Shares and that the Grantee shall promptly
deliver such stock powers to the Corporation.
5. Grantee's Rights. Subject to all limitations provided herein, the
Grantee, as owner of the Shares, shall have all the rights of a stockholder,
including, but not limited to, the right to receive all dividends paid on the
Shares and the right to vote such Shares.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation
shall deliver to the Grantee (or in the case of a decreased Grantee, to his
legal representative) the certificate in respect of such Shares and the
related stock power held by the Corporation pursuant to Section 4 above. The
Shares as to which the Restricted Period shall have lapsed or expired shall be
free of the restrictions referred to in Section 2 above, and such certificate
shall not bear the legend provided for in Section 4 above.
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, capital
distribution, 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 Award Agreement
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of Common Stock or other securities received, as a
result of the foregoing, by the Grantee with respect to Shares subject to the
restrictions contained in Section 2 above shall also be subject to such
<PAGE>
restrictions, and the certificate or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 4 above. The Grantee shall
execute stock powers in favor of the Corporation with respect to such shares
received by the Grantee.
8. Effect of Change in Control. If a tender offer or exchange offer for
shares of Cavalry Bancorp, Inc. (other than such an offer by the Corporation)
is commenced, or if a change in control shall occur, the Grantee shall be
given the right to Vest the Shares in full (to the extent they are not then
Vested) upon the happening of such event and may exercise such right until
the end of a period of 60 days following such date, after which such Shares
Award Agreement; provided, however, that no Shares which have previously been
forfeited shall thereafter become Vested.
9. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the Grantee's compliance with
the terms and provisions of Section 10 of the Plan.
10. Plan and Plan Interpretations as Controlling. The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling.
Capitalized terms used herein which are not defined in this Award Agreement
shall have the meaning ascribed to such terms in the Plan. All determinations
and interpretations made in the discretion of the Committee shall be binding
and conclusive upon the Grantee or his legal representatives with regard to
any question arising hereunder or under the Plan.
11. Grantee Service. Nothing in this Award Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the Grantee's
service as a director, emeritus director, or employee, or otherwise impose
upon the Corporation or any of its Affiliates any obligation to employ or
accept the services of the Grantee.
12. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares (or at any such earlier time, if any, that an election
is made by the Grantee under Section 83(b) of the Code, or any successor
thereto), the Corporation may withhold from any payment or distribution made
under the Plan sufficient Shares to cover any applicable withholding and
employment taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to Shares the amount of any taxes which the
Corporation is required to withhold with respect to such dividend payments.
13. Amendment. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement;
provided, however, that the Committee may not amend, alter, suspend,
discontinue or terminate any provision hereof which may adversely affect the
Grantee without the Grantee's (or his legal representative's) written consent.
14. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Award Agreement by signing in the space provided
below, by signing the attached stock powers, and by returning a signed copy
hereof and of the attached stock powers to the Corporation.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.
Cavalry Bancorp, Inc.
By \s\ William S. Jones
----------------------------------
Its Executive Vice President
----------------------------------
ACCEPTED:
\s\ Hillard C. Gardner
----------------------------
(Signature)
<PAGE>
<PAGE>
EXHIBIT 10.23
MANAGEMENT RECOGNITION PLAN WITH R. DALE FLOYD
<PAGE>
CAVALRY BANCORP, INC.
1999 MANAGEMENT RECOGNITION PLAN
RESTRICTED STOCK AGREEMENT
--------------------------
RS No. 99-12
Shares of Restricted Stock are hereby awarded on April 22, 1999, by
Cavalry Bancorp, Inc., a Tennessee corporation (the "Corporation"), to R. Dale
Floyd (the "Grantee"), in accordance with the following terms and conditions:
1. Share Award. The Corporation hereby awards to the Grantee 7,538
shares ("Shares") of common stock of the Corporation ("Common Stock") pursuant
to the Cavalry Bancorp, Inc. 1999 Management Recognition Plan, as the same may
be amended from time to time (the "Plan"), and upon the terms and conditions
and subject to the restrictions therein and hereinafter set forth. A copy of
the Plan, as currently in effect, is incorporated herein by reference and is
attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period
(the "Restricted Period") commencing on the date of this Award Agreement and
terminating on April 22, 2004, Shares with respect to which the Restricted
Period has not lapsed may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Grantee except, in the event of the death of the
Grantee, by will or the laws of descent and distribution or pursuant to a
"domestic relations order," as defined in Section 414(p)(1)(B) the Code, or as
hereinafter provided. Shares with respect to which the Restricted Period has
lapsed shall sometimes be referred to herein as "Vested."
Provided that the Grantee does not incur a Termination of Service, Shares
shall become Vested in accordance with the following schedule.
Number of
Date of Vesting Shares Vested
--------------- -------------
April 22, 2000 1,507
April 22, 2001 1,507
April 22, 2002 1,507
April 22, 2003 1,507
April 22, 2004 1,510
The Committee referred to in Section 3 of the Plan 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 or to remove any or all of
such restrictions, whenever the Committee may determine that such action is
appropriate by reason of changes in applicable tax or other laws, changes in
circumstances occurring after the commencement of the Restricted Period, or
any other reason.
<PAGE>
3. Termination of Service. Except as provided in Section 8 below, if
the Grantee incurs a Termination of Service for any reason (other than death,
disability or normal retirement after attainment of age 65), all Shares which
are not Vested at the time of such Termination of Service shall upon such
Termination of Service be forfeited to the Corporation. If the Grantee incurs
a Termination of Service by reason of death, disability or normal retirement
after attainment of age 65, all Shares awarded pursuant to this Award
Agreement shall become Vested at the time of such termination, and the Shares
shall not thereafter be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in respect of the Shares in the name of the Grantee, and shall
hold such certificates for the benefit of the Grantee until the Shares
represented thereby become Vested. Such certificates shall bear the following
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 Cavalry Bancorp, Inc.1999 Management
Recognition Plan. Copies of such Plan are on file in
the office of the Secretary of Cavalry Bancorp, Inc.,
P.O. Box 188, Murfreesboro, Tennessee 37133-0188.
The Grantee further agrees that simultaneously with the execution of this
Award Agreement, the Grantee shall execute stock powers in favor of the
Corporation with respect to the Shares and that the Grantee shall promptly
deliver such stock powers to the Corporation.
5. Grantee's Rights. Subject to all limitations provided herein, the
Grantee, as owner of the Shares, shall have all the rights of a stockholder,
including, but not limited to, the right to receive all dividends paid on the
Shares and the right to vote such Shares.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation
shall deliver to the Grantee (or in the case of a decreased Grantee, to his
legal representative) the certificate in respect of such Shares and the
related stock power held by the Corporation pursuant to Section 4 above. The
Shares as to which the Restricted Period shall have lapsed or expired shall be
free of the restrictions referred to in Section 2 above, and such certificate
shall not bear the legend provided for in Section 4 above.
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, capital
distribution, 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 Award Agreement
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of Common Stock or other securities received, as a
result of the foregoing, by the Grantee with respect to Shares subject to the
restrictions contained in Section 2 above shall also be subject to such
<PAGE>
restrictions, and the certificate or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 4 above. The Grantee shall
execute stock powers in favor of the Corporation with respect to such shares
received by the Grantee.
8. Effect of Change in Control. If a tender offer or exchange offer for
shares of Cavalry Bancorp, Inc. (other than such an offer by the Corporation)
is commenced, or if a change in control shall occur, the Grantee shall be
given the right to Vest the Shares in full (to the extent they are not then
Vested) upon the happening of such event and may exercise such right until
the end of a period of 60 days following such date, after which such Shares
Award Agreement; provided, however, that no Shares which have previously been
forfeited shall thereafter become Vested.
9. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the Grantee's compliance with
the terms and provisions of Section 10 of the Plan.
10. Plan and Plan Interpretations as Controlling. The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling.
Capitalized terms used herein which are not defined in this Award Agreement
shall have the meaning ascribed to such terms in the Plan. All determinations
and interpretations made in the discretion of the Committee shall be binding
and conclusive upon the Grantee or his legal representatives with regard to
any question arising hereunder or under the Plan.
11. Grantee Service. Nothing in this Award Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the Grantee's
service as a director, emeritus director, or employee, or otherwise impose
upon the Corporation or any of its Affiliates any obligation to employ or
accept the services of the Grantee.
12. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares (or at any such earlier time, if any, that an election
is made by the Grantee under Section 83(b) of the Code, or any successor
thereto), the Corporation may withhold from any payment or distribution made
under the Plan sufficient Shares to cover any applicable withholding and
employment taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to Shares the amount of any taxes which the
Corporation is required to withhold with respect to such dividend payments.
13. Amendment. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement;
provided, however, that the Committee may not amend, alter, suspend,
discontinue or terminate any provision hereof which may adversely affect the
Grantee without the Grantee's (or his legal representative's) written consent.
14. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Award Agreement by signing in the space provided
below, by signing the attached stock powers, and by returning a signed copy
hereof and of the attached stock powers to the Corporation.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.
Cavalry Bancorp, Inc.
By \s\ William S. Jones
----------------------------------
Its Executive Vice President
----------------------------------
ACCEPTED:
\s\ R. Dale Floyd
----------------------------
(Signature)
<PAGE>
<PAGE>
EXHIBIT 10.24
MANAGEMENT RECOGNITION PLAN WITH DAVID W. HOPPER
<PAGE>
CAVALRY BANCORP, INC.
1999 MANAGEMENT RECOGNITION PLAN
RESTRICTED STOCK AGREEMENT
--------------------------
RS No. 99-13
Shares of Restricted Stock are hereby awarded on April 22, 1999, by
Cavalry Bancorp, Inc., a Tennessee corporation (the "Corporation"), to David
W. Hopper (the "Grantee"), in accordance with the following terms and
conditions:
1. Share Award. The Corporation hereby awards to the Grantee 7,538
shares ("Shares") of common stock of the Corporation ("Common Stock") pursuant
to the Cavalry Bancorp, Inc. 1999 Management Recognition Plan, as the same may
be amended from time to time (the "Plan"), and upon the terms and conditions
and subject to the restrictions therein and hereinafter set forth. A copy of
the Plan, as currently in effect, is incorporated herein by reference and is
attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period
(the "Restricted Period") commencing on the date of this Award Agreement and
terminating on April 22, 2004, Shares with respect to which the Restricted
Period has not lapsed may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Grantee except, in the event of the death of the
Grantee, by will or the laws of descent and distribution or pursuant to a
"domestic relations order," as defined in Section 414(p)(1)(B) the Code, or as
hereinafter provided. Shares with respect to which the Restricted Period has
lapsed shall sometimes be referred to herein as "Vested."
Provided that the Grantee does not incur a Termination of Service, Shares
shall become Vested in accordance with the following schedule.
Number of
Date of Vesting Shares Vested
--------------- -------------
April 22, 2000 1,507
April 22, 2001 1,507
April 22, 2002 1,507
April 22, 2003 1,507
April 22, 2004 1,510
The Committee referred to in Section 3 of the Plan 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 or to remove any or all of
such restrictions, whenever the Committee may determine that such action is
appropriate by reason of changes in applicable tax or other laws, changes in
circumstances occurring after the commencement of the Restricted Period, or
any other reason.
<PAGE>
3. Termination of Service. Except as provided in Section 8 below, if
the Grantee incurs a Termination of Service for any reason (other than death,
disability or normal retirement after attainment of age 65), all Shares which
are not Vested at the time of such Termination of Service shall upon such
Termination of Service be forfeited to the Corporation. If the Grantee incurs
a Termination of Service by reason of death, disability or normal retirement
after attainment of age 65, all Shares awarded pursuant to this Award
Agreement shall become Vested at the time of such termination, and the Shares
shall not thereafter be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in respect of the Shares in the name of the Grantee, and shall
hold such certificates for the benefit of the Grantee until the Shares
represented thereby become Vested. Such certificates shall bear the following
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 Cavalry Bancorp, Inc.1999 Management
Recognition Plan. Copies of such Plan are on file in
the office of the Secretary of Cavalry Bancorp, Inc.,
P.O. Box 188, Murfreesboro, Tennessee 37133-0188.
The Grantee further agrees that simultaneously with the execution of this
Award Agreement, the Grantee shall execute stock powers in favor of the
Corporation with respect to the Shares and that the Grantee shall promptly
deliver such stock powers to the Corporation.
5. Grantee's Rights. Subject to all limitations provided herein, the
Grantee, as owner of the Shares, shall have all the rights of a stockholder,
including, but not limited to, the right to receive all dividends paid on the
Shares and the right to vote such Shares.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation
shall deliver to the Grantee (or in the case of a decreased Grantee, to his
legal representative) the certificate in respect of such Shares and the
related stock power held by the Corporation pursuant to Section 4 above. The
Shares as to which the Restricted Period shall have lapsed or expired shall be
free of the restrictions referred to in Section 2 above, and such certificate
shall not bear the legend provided for in Section 4 above.
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, capital
distribution, 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 Award Agreement
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of Common Stock or other securities received, as a
result of the foregoing, by the Grantee with respect to Shares subject to the
restrictions contained in Section 2 above shall also be subject to such
<PAGE>
restrictions, and the certificate or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 4 above. The Grantee shall
execute stock powers in favor of the Corporation with respect to such shares
received by the Grantee.
8. Effect of Change in Control. If a tender offer or exchange offer for
shares of Cavalry Bancorp, Inc. (other than such an offer by the Corporation)
is commenced, or if a change in control shall occur, the Grantee shall be
given the right to Vest the Shares in full (to the extent they are not then
Vested) upon the happening of such event and may exercise such right until
the end of a period of 60 days following such date, after which such Shares
Award Agreement; provided, however, that no Shares which have previously been
forfeited shall thereafter become Vested.
9. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the Grantee's compliance with
the terms and provisions of Section 10 of the Plan.
10. Plan and Plan Interpretations as Controlling. The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling.
Capitalized terms used herein which are not defined in this Award Agreement
shall have the meaning ascribed to such terms in the Plan. All determinations
and interpretations made in the discretion of the Committee shall be binding
and conclusive upon the Grantee or his legal representatives with regard to
any question arising hereunder or under the Plan.
11. Grantee Service. Nothing in this Award Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the Grantee's
service as a director, emeritus director, or employee, or otherwise impose
upon the Corporation or any of its Affiliates any obligation to employ or
accept the services of the Grantee.
12. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares (or at any such earlier time, if any, that an election
is made by the Grantee under Section 83(b) of the Code, or any successor
thereto), the Corporation may withhold from any payment or distribution made
under the Plan sufficient Shares to cover any applicable withholding and
employment taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to Shares the amount of any taxes which the
Corporation is required to withhold with respect to such dividend payments.
13. Amendment. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement;
provided, however, that the Committee may not amend, alter, suspend,
discontinue or terminate any provision hereof which may adversely affect the
Grantee without the Grantee's (or his legal representative's) written consent.
14. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Award Agreement by signing in the space provided
below, by signing the attached stock powers, and by returning a signed copy
hereof and of the attached stock powers to the Corporation.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.
Cavalry Bancorp, Inc.
By \s\ William S. Jones
----------------------------------
Its Executive Vice President
----------------------------------
ACCEPTED:
\s\ David W. Hopper
----------------------------
(Signature)
<PAGE>
<PAGE>
EXHIBIT 10.25
MANAGEMENT RECOGNITION PLAN WITH JOE W. TOWNSEND
<PAGE>
CAVALRY BANCORP, INC.
1999 MANAGEMENT RECOGNITION PLAN
RESTRICTED STOCK AGREEMENT
--------------------------
RS No. 99-14
Shares of Restricted Stock are hereby awarded on April 22, 1999, by
Cavalry Bancorp, Inc., a Tennessee corporation (the "Corporation"), to Joe
W. Townsend (the "Grantee"), in accordance with the following terms and
conditions:
1. Share Award. The Corporation hereby awards to the Grantee 7,538
shares ("Shares") of common stock of the Corporation ("Common Stock") pursuant
to the Cavalry Bancorp, Inc. 1999 Management Recognition Plan, as the same may
be amended from time to time (the "Plan"), and upon the terms and conditions
and subject to the restrictions therein and hereinafter set forth. A copy of
the Plan, as currently in effect, is incorporated herein by reference and is
attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period
(the "Restricted Period") commencing on the date of this Award Agreement and
terminating on April 22, 2004, Shares with respect to which the Restricted
Period has not lapsed may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Grantee except, in the event of the death of the
Grantee, by will or the laws of descent and distribution or pursuant to a
"domestic relations order," as defined in Section 414(p)(1)(B) the Code, or as
hereinafter provided. Shares with respect to which the Restricted Period has
lapsed shall sometimes be referred to herein as "Vested."
Provided that the Grantee does not incur a Termination of Service, Shares
shall become Vested in accordance with the following schedule.
Number of
Date of Vesting Shares Vested
--------------- -------------
April 22, 2000 1,507
April 22, 2001 1,507
April 22, 2002 1,507
April 22, 2003 1,507
April 22, 2004 1,510
The Committee referred to in Section 3 of the Plan 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 or to remove any or all of
such restrictions, whenever the Committee may determine that such action is
appropriate by reason of changes in applicable tax or other laws, changes in
circumstances occurring after the commencement of the Restricted Period, or
any other reason.
<PAGE>
3. Termination of Service. Except as provided in Section 8 below, if
the Grantee incurs a Termination of Service for any reason (other than death,
disability or normal retirement after attainment of age 65), all Shares which
are not Vested at the time of such Termination of Service shall upon such
Termination of Service be forfeited to the Corporation. If the Grantee incurs
a Termination of Service by reason of death, disability or normal retirement
after attainment of age 65, all Shares awarded pursuant to this Award
Agreement shall become Vested at the time of such termination, and the Shares
shall not thereafter be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in respect of the Shares in the name of the Grantee, and shall
hold such certificates for the benefit of the Grantee until the Shares
represented thereby become Vested. Such certificates shall bear the following
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 Cavalry Bancorp, Inc.1999 Management
Recognition Plan. Copies of such Plan are on file in
the office of the Secretary of Cavalry Bancorp, Inc.,
P.O. Box 188, Murfreesboro, Tennessee 37133-0188.
The Grantee further agrees that simultaneously with the execution of this
Award Agreement, the Grantee shall execute stock powers in favor of the
Corporation with respect to the Shares and that the Grantee shall promptly
deliver such stock powers to the Corporation.
5. Grantee's Rights. Subject to all limitations provided herein, the
Grantee, as owner of the Shares, shall have all the rights of a stockholder,
including, but not limited to, the right to receive all dividends paid on the
Shares and the right to vote such Shares.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation
shall deliver to the Grantee (or in the case of a decreased Grantee, to his
legal representative) the certificate in respect of such Shares and the
related stock power held by the Corporation pursuant to Section 4 above. The
Shares as to which the Restricted Period shall have lapsed or expired shall be
free of the restrictions referred to in Section 2 above, and such certificate
shall not bear the legend provided for in Section 4 above.
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, capital
distribution, 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 Award Agreement
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of Common Stock or other securities received, as a
result of the foregoing, by the Grantee with respect to Shares subject to the
restrictions contained in Section 2 above shall also be subject to such
<PAGE>
restrictions, and the certificate or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 4 above. The Grantee shall
execute stock powers in favor of the Corporation with respect to such shares
received by the Grantee.
8. Effect of Change in Control. If a tender offer or exchange offer for
shares of Cavalry Bancorp, Inc. (other than such an offer by the Corporation)
is commenced, or if a change in control shall occur, the Grantee shall be
given the right to Vest the Shares in full (to the extent they are not then
Vested) upon the happening of such event and may exercise such right until
the end of a period of 60 days following such date, after which such Shares
Award Agreement; provided, however, that no Shares which have previously been
forfeited shall thereafter become Vested.
9. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the Grantee's compliance with
the terms and provisions of Section 10 of the Plan.
10. Plan and Plan Interpretations as Controlling. The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling.
Capitalized terms used herein which are not defined in this Award Agreement
shall have the meaning ascribed to such terms in the Plan. All determinations
and interpretations made in the discretion of the Committee shall be binding
and conclusive upon the Grantee or his legal representatives with regard to
any question arising hereunder or under the Plan.
11. Grantee Service. Nothing in this Award Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the Grantee's
service as a director, emeritus director, or employee, or otherwise impose
upon the Corporation or any of its Affiliates any obligation to employ or
accept the services of the Grantee.
12. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares (or at any such earlier time, if any, that an election
is made by the Grantee under Section 83(b) of the Code, or any successor
thereto), the Corporation may withhold from any payment or distribution made
under the Plan sufficient Shares to cover any applicable withholding and
employment taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to Shares the amount of any taxes which the
Corporation is required to withhold with respect to such dividend payments.
13. Amendment. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement;
provided, however, that the Committee may not amend, alter, suspend,
discontinue or terminate any provision hereof which may adversely affect the
Grantee without the Grantee's (or his legal representative's) written consent.
14. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Award Agreement by signing in the space provided
below, by signing the attached stock powers, and by returning a signed copy
hereof and of the attached stock powers to the Corporation.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.
Cavalry Bancorp, Inc.
By \s\ William S. Jones
----------------------------------
Its Executive Vice President
----------------------------------
ACCEPTED:
\s\ Joe W. Townsend
----------------------------
(Signature)
<PAGE>
<PAGE>
EXHIBIT 10.26
MANAGEMENT RECOGNITION PLAN WITH M. GLENN LAYNE
<PAGE>
CAVALRY BANCORP, INC.
1999 MANAGEMENT RECOGNITION PLAN
RESTRICTED STOCK AGREEMENT
--------------------------
RS No. 99-15
Shares of Restricted Stock are hereby awarded on April 22, 1999, by
Cavalry Bancorp, Inc., a Tennessee corporation (the "Corporation"), to M. Glenn
Layne (the "Grantee"), in accordance with the following terms and conditions:
1. Share Award. The Corporation hereby awards to the Grantee 7,538
shares ("Shares") of common stock of the Corporation ("Common Stock") pursuant
to the Cavalry Bancorp, Inc. 1999 Management Recognition Plan, as the same may
be amended from time to time (the "Plan"), and upon the terms and conditions
and subject to the restrictions therein and hereinafter set forth. A copy of
the Plan, as currently in effect, is incorporated herein by reference and is
attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period
(the "Restricted Period") commencing on the date of this Award Agreement and
terminating on April 22, 2004, Shares with respect to which the Restricted
Period has not lapsed may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Grantee except, in the event of the death of the
Grantee, by will or the laws of descent and distribution or pursuant to a
"domestic relations order," as defined in Section 414(p)(1)(B) the Code, or as
hereinafter provided. Shares with respect to which the Restricted Period has
lapsed shall sometimes be referred to herein as "Vested."
Provided that the Grantee does not incur a Termination of Service, Shares
shall become Vested in accordance with the following schedule.
Number of
Date of Vesting Shares Vested
--------------- -------------
April 22, 2000 1,507
April 22, 2001 1,507
April 22, 2002 1,507
April 22, 2003 1,507
April 22, 2004 1,510
The Committee referred to in Section 3 of the Plan 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 or to remove any or all of
such restrictions, whenever the Committee may determine that such action is
appropriate by reason of changes in applicable tax or other laws, changes in
circumstances occurring after the commencement of the Restricted Period, or
any other reason.
<PAGE>
3. Termination of Service. Except as provided in Section 8 below, if
the Grantee incurs a Termination of Service for any reason (other than death,
disability or normal retirement after attainment of age 65), all Shares which
are not Vested at the time of such Termination of Service shall upon such
Termination of Service be forfeited to the Corporation. If the Grantee incurs
a Termination of Service by reason of death, disability or normal retirement
after attainment of age 65, all Shares awarded pursuant to this Award
Agreement shall become Vested at the time of such termination, and the Shares
shall not thereafter be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in respect of the Shares in the name of the Grantee, and shall
hold such certificates for the benefit of the Grantee until the Shares
represented thereby become Vested. Such certificates shall bear the following
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 Cavalry Bancorp, Inc.1999 Management
Recognition Plan. Copies of such Plan are on file in
the office of the Secretary of Cavalry Bancorp, Inc.,
P.O. Box 188, Murfreesboro, Tennessee 37133-0188.
The Grantee further agrees that simultaneously with the execution of this
Award Agreement, the Grantee shall execute stock powers in favor of the
Corporation with respect to the Shares and that the Grantee shall promptly
deliver such stock powers to the Corporation.
5. Grantee's Rights. Subject to all limitations provided herein, the
Grantee, as owner of the Shares, shall have all the rights of a stockholder,
including, but not limited to, the right to receive all dividends paid on the
Shares and the right to vote such Shares.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation
shall deliver to the Grantee (or in the case of a decreased Grantee, to his
legal representative) the certificate in respect of such Shares and the
related stock power held by the Corporation pursuant to Section 4 above. The
Shares as to which the Restricted Period shall have lapsed or expired shall be
free of the restrictions referred to in Section 2 above, and such certificate
shall not bear the legend provided for in Section 4 above.
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, capital
distribution, 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 Award Agreement
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of Common Stock or other securities received, as a
result of the foregoing, by the Grantee with respect to Shares subject to the
restrictions contained in Section 2 above shall also be subject to such
<PAGE>
restrictions, and the certificate or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 4 above. The Grantee shall
execute stock powers in favor of the Corporation with respect to such shares
received by the Grantee.
8. Effect of Change in Control. If a tender offer or exchange offer for
shares of Cavalry Bancorp, Inc. (other than such an offer by the Corporation)
is commenced, or if a change in control shall occur, the Grantee shall be
given the right to Vest the Shares in full (to the extent they are not then
Vested) upon the happening of such event and may exercise such right until
the end of a period of 60 days following such date, after which such Shares
Award Agreement; provided, however, that no Shares which have previously been
forfeited shall thereafter become Vested.
9. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the Grantee's compliance with
the terms and provisions of Section 10 of the Plan.
10. Plan and Plan Interpretations as Controlling. The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling.
Capitalized terms used herein which are not defined in this Award Agreement
shall have the meaning ascribed to such terms in the Plan. All determinations
and interpretations made in the discretion of the Committee shall be binding
and conclusive upon the Grantee or his legal representatives with regard to
any question arising hereunder or under the Plan.
11. Grantee Service. Nothing in this Award Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the Grantee's
service as a director, emeritus director, or employee, or otherwise impose
upon the Corporation or any of its Affiliates any obligation to employ or
accept the services of the Grantee.
12. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares (or at any such earlier time, if any, that an election
is made by the Grantee under Section 83(b) of the Code, or any successor
thereto), the Corporation may withhold from any payment or distribution made
under the Plan sufficient Shares to cover any applicable withholding and
employment taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to Shares the amount of any taxes which the
Corporation is required to withhold with respect to such dividend payments.
13. Amendment. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement;
provided, however, that the Committee may not amend, alter, suspend,
discontinue or terminate any provision hereof which may adversely affect the
Grantee without the Grantee's (or his legal representative's) written consent.
14. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Award Agreement by signing in the space provided
below, by signing the attached stock powers, and by returning a signed copy
hereof and of the attached stock powers to the Corporation.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.
Cavalry Bancorp, Inc.
By \s\ William S. Jones
----------------------------------
Its Executive Vice President
----------------------------------
ACCEPTED:
\s\ M. Glenn Layne
----------------------------
(Signature)
<PAGE>
<PAGE>
EXHIBIT 10.27
MANAGEMENT RECOGNITION PLAN WITH JOY B. JOBE
<PAGE>
CAVALRY BANCORP, INC.
1999 MANAGEMENT RECOGNITION PLAN
RESTRICTED STOCK AGREEMENT
--------------------------
RS No. 99-16
Shares of Restricted Stock are hereby awarded on April 22, 1999, by
Cavalry Bancorp, Inc., a Tennessee corporation (the "Corporation"), to Joy B.
Jobe (the "Grantee"), in accordance with the following terms and conditions:
1. Share Award. The Corporation hereby awards to the Grantee 7,538
shares ("Shares") of common stock of the Corporation ("Common Stock") pursuant
to the Cavalry Bancorp, Inc. 1999 Management Recognition Plan, as the same may
be amended from time to time (the "Plan"), and upon the terms and conditions
and subject to the restrictions therein and hereinafter set forth. A copy of
the Plan, as currently in effect, is incorporated herein by reference and is
attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period
(the "Restricted Period") commencing on the date of this Award Agreement and
terminating on April 22, 2004, Shares with respect to which the Restricted
Period has not lapsed may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Grantee except, in the event of the death of the
Grantee, by will or the laws of descent and distribution or pursuant to a
"domestic relations order," as defined in Section 414(p)(1)(B) the Code, or as
hereinafter provided. Shares with respect to which the Restricted Period has
lapsed shall sometimes be referred to herein as "Vested."
Provided that the Grantee does not incur a Termination of Service, Shares
shall become Vested in accordance with the following schedule.
Number of
Date of Vesting Shares Vested
--------------- -------------
April 22, 2000 1,507
April 22, 2001 1,507
April 22, 2002 1,507
April 22, 2003 1,507
April 22, 2004 1,510
The Committee referred to in Section 3 of the Plan 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 or to remove any or all of
such restrictions, whenever the Committee may determine that such action is
appropriate by reason of changes in applicable tax or other laws, changes in
circumstances occurring after the commencement of the Restricted Period, or
any other reason.
<PAGE>
3. Termination of Service. Except as provided in Section 8 below, if
the Grantee incurs a Termination of Service for any reason (other than death,
disability or normal retirement after attainment of age 65), all Shares which
are not Vested at the time of such Termination of Service shall upon such
Termination of Service be forfeited to the Corporation. If the Grantee incurs
a Termination of Service by reason of death, disability or normal retirement
after attainment of age 65, all Shares awarded pursuant to this Award
Agreement shall become Vested at the time of such termination, and the Shares
shall not thereafter be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in respect of the Shares in the name of the Grantee, and shall
hold such certificates for the benefit of the Grantee until the Shares
represented thereby become Vested. Such certificates shall bear the following
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 Cavalry Bancorp, Inc.1999 Management
Recognition Plan. Copies of such Plan are on file in
the office of the Secretary of Cavalry Bancorp, Inc.,
P.O. Box 188, Murfreesboro, Tennessee 37133-0188.
The Grantee further agrees that simultaneously with the execution of this
Award Agreement, the Grantee shall execute stock powers in favor of the
Corporation with respect to the Shares and that the Grantee shall promptly
deliver such stock powers to the Corporation.
5. Grantee's Rights. Subject to all limitations provided herein, the
Grantee, as owner of the Shares, shall have all the rights of a stockholder,
including, but not limited to, the right to receive all dividends paid on the
Shares and the right to vote such Shares.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation
shall deliver to the Grantee (or in the case of a decreased Grantee, to his
legal representative) the certificate in respect of such Shares and the
related stock power held by the Corporation pursuant to Section 4 above. The
Shares as to which the Restricted Period shall have lapsed or expired shall be
free of the restrictions referred to in Section 2 above, and such certificate
shall not bear the legend provided for in Section 4 above.
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, capital
distribution, 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 Award Agreement
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of Common Stock or other securities received, as a
result of the foregoing, by the Grantee with respect to Shares subject to the
restrictions contained in Section 2 above shall also be subject to such
<PAGE>
restrictions, and the certificate or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 4 above. The Grantee shall
execute stock powers in favor of the Corporation with respect to such shares
received by the Grantee.
8. Effect of Change in Control. If a tender offer or exchange offer for
shares of Cavalry Bancorp, Inc. (other than such an offer by the Corporation)
is commenced, or if a change in control shall occur, the Grantee shall be
given the right to Vest the Shares in full (to the extent they are not then
Vested) upon the happening of such event and may exercise such right until
the end of a period of 60 days following such date, after which such Shares
Award Agreement; provided, however, that no Shares which have previously been
forfeited shall thereafter become Vested.
9. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the Grantee's compliance with
the terms and provisions of Section 10 of the Plan.
10. Plan and Plan Interpretations as Controlling. The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling.
Capitalized terms used herein which are not defined in this Award Agreement
shall have the meaning ascribed to such terms in the Plan. All determinations
and interpretations made in the discretion of the Committee shall be binding
and conclusive upon the Grantee or his legal representatives with regard to
any question arising hereunder or under the Plan.
11. Grantee Service. Nothing in this Award Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the Grantee's
service as a director, emeritus director, or employee, or otherwise impose
upon the Corporation or any of its Affiliates any obligation to employ or
accept the services of the Grantee.
12. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares (or at any such earlier time, if any, that an election
is made by the Grantee under Section 83(b) of the Code, or any successor
thereto), the Corporation may withhold from any payment or distribution made
under the Plan sufficient Shares to cover any applicable withholding and
employment taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to Shares the amount of any taxes which the
Corporation is required to withhold with respect to such dividend payments.
13. Amendment. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement;
provided, however, that the Committee may not amend, alter, suspend,
discontinue or terminate any provision hereof which may adversely affect the
Grantee without the Grantee's (or his legal representative's) written consent.
14. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Award Agreement by signing in the space provided
below, by signing the attached stock powers, and by returning a signed copy
hereof and of the attached stock powers to the Corporation.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.
Cavalry Bancorp, Inc.
By \s\ William S. Jones
----------------------------------
Its Executive Vice President
----------------------------------
ACCEPTED:
\s\ Joy B. Jobe
----------------------------
(Signature)
<PAGE>
<PAGE>
EXHIBIT 10.28
MANAGEMENT RECOGNITION PLAN WITH IRA B. LEWIS, JR.
<PAGE>
CAVALRY BANCORP, INC.
1999 MANAGEMENT RECOGNITION PLAN
RESTRICTED STOCK AGREEMENT
--------------------------
RS No. 99-17
Shares of Restricted Stock are hereby awarded on April 22, 1999, by
Cavalry Bancorp, Inc., a Tennessee corporation (the "Corporation"), to Ira B.
Lewis, Jr. (the "Grantee"), in accordance with the following terms and
conditions:
1. Share Award. The Corporation hereby awards to the Grantee 7,538
shares ("Shares") of common stock of the Corporation ("Common Stock") pursuant
to the Cavalry Bancorp, Inc. 1999 Management Recognition Plan, as the same may
be amended from time to time (the "Plan"), and upon the terms and conditions
and subject to the restrictions therein and hereinafter set forth. A copy of
the Plan, as currently in effect, is incorporated herein by reference and is
attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period
(the "Restricted Period") commencing on the date of this Award Agreement and
terminating on April 22, 2004, Shares with respect to which the Restricted
Period has not lapsed may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Grantee except, in the event of the death of the
Grantee, by will or the laws of descent and distribution or pursuant to a
"domestic relations order," as defined in Section 414(p)(1)(B) the Code, or as
hereinafter provided. Shares with respect to which the Restricted Period has
lapsed shall sometimes be referred to herein as "Vested."
Provided that the Grantee does not incur a Termination of Service, Shares
shall become Vested in accordance with the following schedule.
Number of
Date of Vesting Shares Vested
--------------- -------------
April 22, 2000 1,507
April 22, 2001 1,507
April 22, 2002 1,507
April 22, 2003 1,507
April 22, 2004 1,510
The Committee referred to in Section 3 of the Plan 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 or to remove any or all of
such restrictions, whenever the Committee may determine that such action is
appropriate by reason of changes in applicable tax or other laws, changes in
circumstances occurring after the commencement of the Restricted Period, or
any other reason.
<PAGE>
3. Termination of Service. Except as provided in Section 8 below, if
the Grantee incurs a Termination of Service for any reason (other than death,
disability or normal retirement after attainment of age 65), all Shares which
are not Vested at the time of such Termination of Service shall upon such
Termination of Service be forfeited to the Corporation. If the Grantee incurs
a Termination of Service by reason of death, disability or normal retirement
after attainment of age 65, all Shares awarded pursuant to this Award
Agreement shall become Vested at the time of such termination, and the Shares
shall not thereafter be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in respect of the Shares in the name of the Grantee, and shall
hold such certificates for the benefit of the Grantee until the Shares
represented thereby become Vested. Such certificates shall bear the following
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 Cavalry Bancorp, Inc.1999 Management
Recognition Plan. Copies of such Plan are on file in
the office of the Secretary of Cavalry Bancorp, Inc.,
P.O. Box 188, Murfreesboro, Tennessee 37133-0188.
The Grantee further agrees that simultaneously with the execution of this
Award Agreement, the Grantee shall execute stock powers in favor of the
Corporation with respect to the Shares and that the Grantee shall promptly
deliver such stock powers to the Corporation.
5. Grantee's Rights. Subject to all limitations provided herein, the
Grantee, as owner of the Shares, shall have all the rights of a stockholder,
including, but not limited to, the right to receive all dividends paid on the
Shares and the right to vote such Shares.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation
shall deliver to the Grantee (or in the case of a decreased Grantee, to his
legal representative) the certificate in respect of such Shares and the
related stock power held by the Corporation pursuant to Section 4 above. The
Shares as to which the Restricted Period shall have lapsed or expired shall be
free of the restrictions referred to in Section 2 above, and such certificate
shall not bear the legend provided for in Section 4 above.
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, capital
distribution, 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 Award Agreement
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of Common Stock or other securities received, as a
result of the foregoing, by the Grantee with respect to Shares subject to the
restrictions contained in Section 2 above shall also be subject to such
<PAGE>
restrictions, and the certificate or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 4 above. The Grantee shall
execute stock powers in favor of the Corporation with respect to such shares
received by the Grantee.
8. Effect of Change in Control. If a tender offer or exchange offer for
shares of Cavalry Bancorp, Inc. (other than such an offer by the Corporation)
is commenced, or if a change in control shall occur, the Grantee shall be
given the right to Vest the Shares in full (to the extent they are not then
Vested) upon the happening of such event and may exercise such right until
the end of a period of 60 days following such date, after which such Shares
Award Agreement; provided, however, that no Shares which have previously been
forfeited shall thereafter become Vested.
9. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the Grantee's compliance with
the terms and provisions of Section 10 of the Plan.
10. Plan and Plan Interpretations as Controlling. The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling.
Capitalized terms used herein which are not defined in this Award Agreement
shall have the meaning ascribed to such terms in the Plan. All determinations
and interpretations made in the discretion of the Committee shall be binding
and conclusive upon the Grantee or his legal representatives with regard to
any question arising hereunder or under the Plan.
11. Grantee Service. Nothing in this Award Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the Grantee's
service as a director, emeritus director, or employee, or otherwise impose
upon the Corporation or any of its Affiliates any obligation to employ or
accept the services of the Grantee.
12. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares (or at any such earlier time, if any, that an election
is made by the Grantee under Section 83(b) of the Code, or any successor
thereto), the Corporation may withhold from any payment or distribution made
under the Plan sufficient Shares to cover any applicable withholding and
employment taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to Shares the amount of any taxes which the
Corporation is required to withhold with respect to such dividend payments.
13. Amendment. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement;
provided, however, that the Committee may not amend, alter, suspend,
discontinue or terminate any provision hereof which may adversely affect the
Grantee without the Grantee's (or his legal representative's) written consent.
14. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Award Agreement by signing in the space provided
below, by signing the attached stock powers, and by returning a signed copy
hereof and of the attached stock powers to the Corporation.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.
Cavalry Bancorp, Inc.
By \s\ William S. Jones
----------------------------------
Its Executive Vice President
----------------------------------
ACCEPTED:
\s\ Ira B. Lewis, Jr.
----------------------------
(Signature)
<PAGE>
<PAGE>
EXHIBIT 10.29
MANAGEMENT RECOGNITION PLAN WITH ELIZABETH L. GREEN
<PAGE>
CAVALRY BANCORP, INC.
1999 MANAGEMENT RECOGNITION PLAN
RESTRICTED STOCK AGREEMENT
--------------------------
RS No. 99-18
Shares of Restricted Stock are hereby awarded on April 22, 1999, by
Cavalry Bancorp, Inc., a Tennessee corporation (the "Corporation"), Elizabeth
L. Green (the "Grantee"), in accordance with the following terms and
conditions:
1. Share Award. The Corporation hereby awards to the Grantee 7,538
shares ("Shares") of common stock of the Corporation ("Common Stock") pursuant
to the Cavalry Bancorp, Inc. 1999 Management Recognition Plan, as the same may
be amended from time to time (the "Plan"), and upon the terms and conditions
and subject to the restrictions therein and hereinafter set forth. A copy of
the Plan, as currently in effect, is incorporated herein by reference and is
attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period
(the "Restricted Period") commencing on the date of this Award Agreement and
terminating on April 22, 2004, Shares with respect to which the Restricted
Period has not lapsed may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Grantee except, in the event of the death of the
Grantee, by will or the laws of descent and distribution or pursuant to a
"domestic relations order," as defined in Section 414(p)(1)(B) the Code, or as
hereinafter provided. Shares with respect to which the Restricted Period has
lapsed shall sometimes be referred to herein as "Vested."
Provided that the Grantee does not incur a Termination of Service, Shares
shall become Vested in accordance with the following schedule.
Number of
Date of Vesting Shares Vested
--------------- -------------
April 22, 2000 1,507
April 22, 2001 1,507
April 22, 2002 1,507
April 22, 2003 1,507
April 22, 2004 1,510
The Committee referred to in Section 3 of the Plan 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 or to remove any or all of
such restrictions, whenever the Committee may determine that such action is
appropriate by reason of changes in applicable tax or other laws, changes in
circumstances occurring after the commencement of the Restricted Period, or
any other reason.
<PAGE>
3. Termination of Service. Except as provided in Section 8 below, if
the Grantee incurs a Termination of Service for any reason (other than death,
disability or normal retirement after attainment of age 65), all Shares which
are not Vested at the time of such Termination of Service shall upon such
Termination of Service be forfeited to the Corporation. If the Grantee incurs
a Termination of Service by reason of death, disability or normal retirement
after attainment of age 65, all Shares awarded pursuant to this Award
Agreement shall become Vested at the time of such termination, and the Shares
shall not thereafter be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in respect of the Shares in the name of the Grantee, and shall
hold such certificates for the benefit of the Grantee until the Shares
represented thereby become Vested. Such certificates shall bear the following
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 Cavalry Bancorp, Inc.1999 Management
Recognition Plan. Copies of such Plan are on file in
the office of the Secretary of Cavalry Bancorp, Inc.,
P.O. Box 188, Murfreesboro, Tennessee 37133-0188.
The Grantee further agrees that simultaneously with the execution of this
Award Agreement, the Grantee shall execute stock powers in favor of the
Corporation with respect to the Shares and that the Grantee shall promptly
deliver such stock powers to the Corporation.
5. Grantee's Rights. Subject to all limitations provided herein, the
Grantee, as owner of the Shares, shall have all the rights of a stockholder,
including, but not limited to, the right to receive all dividends paid on the
Shares and the right to vote such Shares.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation
shall deliver to the Grantee (or in the case of a decreased Grantee, to his
legal representative) the certificate in respect of such Shares and the
related stock power held by the Corporation pursuant to Section 4 above. The
Shares as to which the Restricted Period shall have lapsed or expired shall be
free of the restrictions referred to in Section 2 above, and such certificate
shall not bear the legend provided for in Section 4 above.
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, capital
distribution, 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 Award Agreement
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of Common Stock or other securities received, as a
result of the foregoing, by the Grantee with respect to Shares subject to the
restrictions contained in Section 2 above shall also be subject to such
<PAGE>
restrictions, and the certificate or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 4 above. The Grantee shall
execute stock powers in favor of the Corporation with respect to such shares
received by the Grantee.
8. Effect of Change in Control. If a tender offer or exchange offer for
shares of Cavalry Bancorp, Inc. (other than such an offer by the Corporation)
is commenced, or if a change in control shall occur, the Grantee shall be
given the right to Vest the Shares in full (to the extent they are not then
Vested) upon the happening of such event and may exercise such right until
the end of a period of 60 days following such date, after which such Shares
Award Agreement; provided, however, that no Shares which have previously been
forfeited shall thereafter become Vested.
9. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the Grantee's compliance with
the terms and provisions of Section 10 of the Plan.
10. Plan and Plan Interpretations as Controlling. The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling.
Capitalized terms used herein which are not defined in this Award Agreement
shall have the meaning ascribed to such terms in the Plan. All determinations
and interpretations made in the discretion of the Committee shall be binding
and conclusive upon the Grantee or his legal representatives with regard to
any question arising hereunder or under the Plan.
11. Grantee Service. Nothing in this Award Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the Grantee's
service as a director, emeritus director, or employee, or otherwise impose
upon the Corporation or any of its Affiliates any obligation to employ or
accept the services of the Grantee.
12. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares (or at any such earlier time, if any, that an election
is made by the Grantee under Section 83(b) of the Code, or any successor
thereto), the Corporation may withhold from any payment or distribution made
under the Plan sufficient Shares to cover any applicable withholding and
employment taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to Shares the amount of any taxes which the
Corporation is required to withhold with respect to such dividend payments.
13. Amendment. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement;
provided, however, that the Committee may not amend, alter, suspend,
discontinue or terminate any provision hereof which may adversely affect the
Grantee without the Grantee's (or his legal representative's) written consent.
14. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Award Agreement by signing in the space provided
below, by signing the attached stock powers, and by returning a signed copy
hereof and of the attached stock powers to the Corporation.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.
Cavalry Bancorp, Inc.
By \s\ William S. Jones
----------------------------------
Its Executive Vice President
----------------------------------
ACCEPTED:
\s\ Elizabeth L. Green
----------------------------
(Signature)
<PAGE>
<PAGE>
EXHIBIT 10.30
MANAGEMENT RECOGNITION PLAN WITH JAMES O. SWEENEY, III
<PAGE>
CAVALRY BANCORP, INC.
1999 MANAGEMENT RECOGNITION PLAN
RESTRICTED STOCK AGREEMENT
--------------------------
RS No. 99-19
Shares of Restricted Stock are hereby awarded on April 22, 1999, by
Cavalry Bancorp, Inc., a Tennessee corporation (the "Corporation"), to James
O. Sweeney, III (the "Grantee"), in accordance with the following terms and
conditions:
1. Share Award. The Corporation hereby awards to the Grantee 7,538
shares ("Shares") of common stock of the Corporation ("Common Stock") pursuant
to the Cavalry Bancorp, Inc. 1999 Management Recognition Plan, as the same may
be amended from time to time (the "Plan"), and upon the terms and conditions
and subject to the restrictions therein and hereinafter set forth. A copy of
the Plan, as currently in effect, is incorporated herein by reference and is
attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period
(the "Restricted Period") commencing on the date of this Award Agreement and
terminating on April 22, 2004, Shares with respect to which the Restricted
Period has not lapsed may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Grantee except, in the event of the death of the
Grantee, by will or the laws of descent and distribution or pursuant to a
"domestic relations order," as defined in Section 414(p)(1)(B) the Code, or as
hereinafter provided. Shares with respect to which the Restricted Period has
lapsed shall sometimes be referred to herein as "Vested."
Provided that the Grantee does not incur a Termination of Service, Shares
shall become Vested in accordance with the following schedule.
Number of
Date of Vesting Shares Vested
--------------- -------------
April 22, 2000 1,507
April 22, 2001 1,507
April 22, 2002 1,507
April 22, 2003 1,507
April 22, 2004 1,510
The Committee referred to in Section 3 of the Plan 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 or to remove any or all of
such restrictions, whenever the Committee may determine that such action is
appropriate by reason of changes in applicable tax or other laws, changes in
circumstances occurring after the commencement of the Restricted Period, or
any other reason.
<PAGE>
3. Termination of Service. Except as provided in Section 8 below, if
the Grantee incurs a Termination of Service for any reason (other than death,
disability or normal retirement after attainment of age 65), all Shares which
are not Vested at the time of such Termination of Service shall upon such
Termination of Service be forfeited to the Corporation. If the Grantee incurs
a Termination of Service by reason of death, disability or normal retirement
after attainment of age 65, all Shares awarded pursuant to this Award
Agreement shall become Vested at the time of such termination, and the Shares
shall not thereafter be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in respect of the Shares in the name of the Grantee, and shall
hold such certificates for the benefit of the Grantee until the Shares
represented thereby become Vested. Such certificates shall bear the following
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 Cavalry Bancorp, Inc.1999 Management
Recognition Plan. Copies of such Plan are on file in
the office of the Secretary of Cavalry Bancorp, Inc.,
P.O. Box 188, Murfreesboro, Tennessee 37133-0188.
The Grantee further agrees that simultaneously with the execution of this
Award Agreement, the Grantee shall execute stock powers in favor of the
Corporation with respect to the Shares and that the Grantee shall promptly
deliver such stock powers to the Corporation.
5. Grantee's Rights. Subject to all limitations provided herein, the
Grantee, as owner of the Shares, shall have all the rights of a stockholder,
including, but not limited to, the right to receive all dividends paid on the
Shares and the right to vote such Shares.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation
shall deliver to the Grantee (or in the case of a decreased Grantee, to his
legal representative) the certificate in respect of such Shares and the
related stock power held by the Corporation pursuant to Section 4 above. The
Shares as to which the Restricted Period shall have lapsed or expired shall be
free of the restrictions referred to in Section 2 above, and such certificate
shall not bear the legend provided for in Section 4 above.
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, capital
distribution, 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 Award Agreement
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of Common Stock or other securities received, as a
result of the foregoing, by the Grantee with respect to Shares subject to the
restrictions contained in Section 2 above shall also be subject to such
<PAGE>
restrictions, and the certificate or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 4 above. The Grantee shall
execute stock powers in favor of the Corporation with respect to such shares
received by the Grantee.
8. Effect of Change in Control. If a tender offer or exchange offer for
shares of Cavalry Bancorp, Inc. (other than such an offer by the Corporation)
is commenced, or if a change in control shall occur, the Grantee shall be
given the right to Vest the Shares in full (to the extent they are not then
Vested) upon the happening of such event and may exercise such right until
the end of a period of 60 days following such date, after which such Shares
Award Agreement; provided, however, that no Shares which have previously been
forfeited shall thereafter become Vested.
9. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the Grantee's compliance with
the terms and provisions of Section 10 of the Plan.
10. Plan and Plan Interpretations as Controlling. The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling.
Capitalized terms used herein which are not defined in this Award Agreement
shall have the meaning ascribed to such terms in the Plan. All determinations
and interpretations made in the discretion of the Committee shall be binding
and conclusive upon the Grantee or his legal representatives with regard to
any question arising hereunder or under the Plan.
11. Grantee Service. Nothing in this Award Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the Grantee's
service as a director, emeritus director, or employee, or otherwise impose
upon the Corporation or any of its Affiliates any obligation to employ or
accept the services of the Grantee.
12. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares (or at any such earlier time, if any, that an election
is made by the Grantee under Section 83(b) of the Code, or any successor
thereto), the Corporation may withhold from any payment or distribution made
under the Plan sufficient Shares to cover any applicable withholding and
employment taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to Shares the amount of any taxes which the
Corporation is required to withhold with respect to such dividend payments.
13. Amendment. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement;
provided, however, that the Committee may not amend, alter, suspend,
discontinue or terminate any provision hereof which may adversely affect the
Grantee without the Grantee's (or his legal representative's) written consent.
14. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Award Agreement by signing in the space provided
below, by signing the attached stock powers, and by returning a signed copy
hereof and of the attached stock powers to the Corporation.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.
Cavalry Bancorp, Inc.
By \s\ William S. Jones
----------------------------------
Its Executive Vice President
----------------------------------
ACCEPTED:
\s\ James O. Sweeney, III
----------------------------
(Signature)
<PAGE>
11
96
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