As filed with the Securities and Exchange Commission on June 26,
1998.
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MAIN STREET BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2960905
(State of Incorporation) (I.R.S. Employer Identification No.)
601 Penn Street, Reading, PA 19601
(Address of Principal Executive Offices) (Zip Code)
Main Street Bancorp, Inc. 1994 Stock Option Plan
(Full title of the Plan)
Nelson R. Oswald, Chairman Jeffrey P. Waldron, Esquire
and Chief Executive Officer Stevens & Lee
Main Street Bancorp, Inc. 111 North Sixth Street
601 Penn Street Reading, Pennsylvania 19601
Reading, Pennsylvania 19601 (610) 478-2000
(610) 685-1400
(Names, addresses and telephone numbers of agents for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities Amount to be Price Offering Registration
to be Registered Registered(1) Per Unit(2) Price Fee
<S> <C> <C> <C> <C>
Common Stock 25,285 shares $26.125 $660,571.93 $201
$1.00 par value
per share
</TABLE>
(1) Based upon the maximum number of shares of the Registrant's
common stock issuable under the Main Street Bancorp, Inc.
1994 Stock Option Plan.
(2) Estimated solely for purposes of calculating the
registration fee. Calculated in accordance with Rule 457(c)
and (h)(1), on the closing prices of the Registrant's common
stock as reported on the NASDAQ Stock Market as of June 23,
1998.
Total Number of Pages: 27
Exhibit Index on Page: 9
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference
in this Registration Statement:
(a) Registrant's Current Report on Form 8-K dated May 15,
1998 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act") and as amended on Form 8-K/A on
June 25, 1998.
(b) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since
April 29, 1998.
(c) The description of the Registrant's common stock, par
value $1.00 per share (the "Common Stock"), set forth
in the Registrant's Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on
April 30, 1998, and as amended on Form 8-A/A on May 8,
1998.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pennsylvania law provides that a Pennsylvania
corporation may indemnify directors, officers, employees and
agents of the corporation against liabilities they may incur in
such capacities for any action taken or any failure to act,
whether or not the corporation would have the power to indemnify
the person under any provision of law, unless such action or
failure to act is determined by a court to have constituted
recklessness or willful misconduct. Pennsylvania law also
permits the adoption of a bylaw amendment, approved by <PAGE 1>
shareholders, providing for the elimination of a director's
liability for monetary damages for any action taken or any
failure to take any action unless (1) the director has breached
or failed to perform the duties of his office and (2) the breach
or failure to perform constitutes self-dealing, willful
misconduct or recklessness.
Registrant's bylaws provide for (1) indemnification of
directors, officers, employees and agents of the Registrant and
its subsidiaries and (2) the elimination of a director's
liability for monetary damages, to the fullest extent permitted
by Pennsylvania law.
Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Incorporation of Main Street Bancorp,
Inc., as amended, incorporated herein by reference
to Exhibit 3.1 of the Registration Statement
No. 333-44697 on Form S-4 of the Registrant.
4.2 Bylaws of Main Street Bancorp, Inc. incorporated
herein by reference to Exhibit 3.2 of the
Registration Statement No. 333-44697 on Form S-4
of the Registrant.
5.1 Opinion of Stevens & Lee re: legality of common
stock being registered.
23.1 Consent of Beard & Company, Inc., independent
auditors.
24. Power of Attorney (included on signature page).
99.1 Main Street Bancorp, Inc. 1994 Stock Option Plan.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement to include any additional or changed
material information with respect to the plan of distribution.
(2) That, for the purpose of determining
liability under the Securities Act of 1933, to treat each
post-effective amendment as a new registration statement of the
<PAGE 2> securities offered, and the offering of such securities
at that time to be the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove
from registration any of the securities being registered which
remain unsold at the termination of the offering.
Provided, however, that subparagraphs (a)(1)(i)
and (a)(1)(ii) of this section do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(4) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(5) To remove from registration by means of a
post-effective amendment any of the securities being registered
that remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that,
for the purpose of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of a
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 if under the Securities
Act of 1934; and, where interim financial information required to
be presented by Article 3 of Regulation S-X are not set forth in
the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference
in the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
<PAGE 3> advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
PAGE 4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Reading, Commonwealth of Pennsylvania,
on this 23rd day of June, 1998.
MAIN STREET BANCORP, INC.
By:/s/Nelson R. Oswald
Nelson R. Oswald, Chairman
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Nelson R.
Oswald, Allen E. Kiefer, and Jeffrey P. Waldron, Esquire, and
each of them, his true and lawful attorney-in-fact, as agent with
full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacity, to sign any or
all amendments to this Registration Statement and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as they might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Nelson R. Oswald Chairman and June 23, 1998
Nelson R. Oswald Chief Executive Officer
(Principal Executive
Officer)
/s/ Allen E. Kiefer President, Chief June 23, 1998
Allen E. Kiefer Operating Officer,
and Director
/s/ Robert D. McHugh, Jr. Executive Vice June 23, 1998
Robert D. McHugh, Jr. President, Chief
Financial Officer <PAGE 5>
and Treasurer
(Principal Financial
Officer)
/s/ Richard A. Ketner Executive Vice June 23, 1998
Richard A. Ketner President and Chief
Administrative Officer
/s/ Donna L. Rickert Senior Vice President, June 23, 1998
Donna L. Rickert Chief Accounting Officer
and Controller (Principal
Accounting Officer)
/s/ Richard D. Biever Director June 23, 1998
Richard D. Biever
/s/ Edward J. Edwards Director June 23, 1998
Edward J. Edwards
/s/Richard T. Fenstermacher Director June 23, 1998
Richard T. Fenstermacher
/s/ Ivan H. Gordon Director June 23, 1998
Ivan H. Gordon
/s/ Jeffrey W. Hayes Director June 23, 1998
Jeffrey W. Hayes
/s/ Alfred B. Mast Director June 23, 1998
Alfred B. Mast
Director June 23, 1998
Wesley R. Pace
/s/ Floyd S. Weber Director June 23, 1998
Floyd S. Weber
/s/ Joseph Schlitzer Director June 23, 1998
Joseph Schlitzer
/s/ Albert L. Evans, Jr. Director June 23, 1998
Albert L. Evans, Jr.
PAGE 6
<PAGE>
EXHIBIT INDEX
Exhibits Page Number in
Manually Signed
Original
4.1 Articles of Incorporation of Main Street
Bancorp, Inc. incorporated herein by
reference to Exhibit 3.1 of the Registration
Statement No. 333-44697 on Form S-4 of the
Registrant.
4.2 Bylaws of Main Street Bancorp, Inc.
incorporated herein by reference to
Exhibit 3.2 of the Registration Statement
No. 333-44697 on Form S-4 of the Registrant.
5.1 Opinion of Stevens & Lee re: legality of
common stock being registered. 10
23.1 Consent of Beard & Company, Inc., independent
auditors. 12
24. Power of Attorney (included on signature
page).
99.1 Main Street Bancorp, Inc. 1994 Stock
Option Plan. 13
<PAGE 7>
Exhibit 5.1
June 26, 1998
Board of Directors
Main Street Bancorp, Inc.
601 Penn Street
Reading, Pennsylvania 19603
Re: Main Street Bancorp, Inc. 1994 Stock Option Plan
Gentlemen:
You have asked us to provide you with our opinion whether
the 24,801 shares of common stock, par value $1.00 per share (the
"Common Stock"), of Main Street Bancorp, Inc. (the "Company")
that may be issued from time to time pursuant to the exercise of
options issued under the Main Street Bancorp, Inc. 1994 Stock
Option Plan (the "Plan"), when and if such shares are issued
pursuant to and in accordance with the Plan, will be duly and
validly issued, fully paid and nonassessable. We, as counsel to
the Company, have reviewed:
1. The Pennsylvania Business Corporation Law of 1988, as
amended;
2. The Articles of Incorporation of the Company;
3. The By-laws of the Company; and
4. The Resolutions of the Board of Directors of the
Company adopted June 23, 1998 as certified by the Corporate
Secretary of the Company;
Based on our review of such documents, it is our opinion
that the Common Stock issuable upon the exercise of options
granted under the Plan, when and as issued and paid for in
accordance with the provisions of the Plan, will be duly and
validly issued, fully paid and nonassessable. In giving the
foregoing opinion, we have assumed that the Company will have, at
the time of the issuance of such Common Stock, a sufficient
number of authorized shares available for issue.
We consent to the filing of this opinion as an exhibit to
the registration statement the Company is filing today in
connection with the registration of 24,801 shares of the
Company's Common Stock. In giving this consent, we do not
<PAGE 1> thereby admit that we come within the category of
persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the Rules and Regulations
of the Securities and Exchange Commission thereunder.
Very truly yours
/s/ STEVENS & LEE
STEVENS & LEE <PAGE 2>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8, pertaining to the Main Street
Bancorp, Inc. 1994 Stock Option Plan, of our report dated May 29,
1998, relating to the supplemental consolidated financial
statements of Main Street Bancorp, Inc. appearing in the
Company's Current Report on Form 8-K/A dated June 25, 1998.
/s/ Beard & Company, Inc.
BEARD & COMPANY, INC.
Reading, Pennsylvania
June 19, 1998
MAIN STREET BANCORP, INC.
1994 STOCK OPTION PLAN
PAGE 1
<PAGE>
Article 1. PURPOSE OF THE PLAN
1.1 Purpose - The Main Street Bancorp, Inc. 1994 Stork
Option Plan (the "Plan") is intended to advance the
interests of BCB Financial Services corporation (the
"Corporation") by providing officers and other key
employees who have substantial responsibility for the
direction and management of the Corporation with
additional incentive for them to promote the success
of the Corporation's business, to increase their
proprietary interest in the success of the
Corporation, and to encourage them to remain in its
employ. These goals will be effectuated through the
granting of certain stock options.
1.2 Stock Options To be Granted - Incentive Stock Options
within the meaning of Code Section 422(b) and
Nonqualified Stock Options may be granted within the
limitations of the Plan herein described.
Article 2. DEFINITIONS
2.1 "Agreement" - The written instrument evidencing the
grant of an option. A Participant may be issued one
or more Agreements from time to time, reflecting one
or more Options.
2.2 "Board" - The Board of Directors of the Corporation.
2.3 "Code" - The Internal Revenue Code of 1986, as
amended.
2.4 "Committee" - The Committee which the Board appoints
to administer the Plan.
2.5 "Common Stock" - The common stock or the corporation
($1.00 par value) as described in the Corporation's
Articles of incorporation, or such other stock as
shall be substituted therefor.
2.6 "Corporation" - Main Street Bancorp, Inc. or any
subsidiary.
2.7 "Employees" - Any key employee (including officers,
executives and supervisory personnel) of the
corporation.
2.8 "Exchange Act" - The Securities Exchange Act of 1934,
as amended.
2.9 "Incentive Stock Option" - A stock option intended to
<PAGE 2> satisfy the Requirements of Code section
422(b).
2.10 "Nonqualified Stock Option" - A stock option other
than an incentive stock option.
2.11 "Optionee" - A Participant who is awarded a Stock
option pursuant to the provisions of the Plan.
2.12 "Participant" - An Employee selected by the Committee
to receive a grant of an Option under the Plan.
2.13 "Plan" - Main Street Bancorp, Inc. 1994 stock Option
Plan (as amended and restated).
2.14 "Retirement" - Any date an Employee is entitled to
retire under the Corporation's retirement plans and
shall include normal retirement at age 65, early
retirement at age 62, and retirement at age 60 after
thirty (30) years of service.
2.15 "Securities Act" - The Securities Act of 1933, as
amended.
2.16 "Stock Option" or "Option" - An award of a right to
purchase Common Stock pursuant to the provisions of
the Plan.
2.17 "Subsidiary" - A subsidiary corporation as defined in
Code Section 424(f) that is a subsidiary of the
Corporation.
Article 3. ADMINISTRATION OF THE PLAN
3.1 The Committee - The Plan shall be administered by a
Committee of the Board (the "Committee") composed of
those members of the Board (at least three in number)
who (a) are not employees of the corporation, and (b)
are "Disinterested Persons" as such term is defined by
the Securities and Exchange Commission pursuant to
Section 16(b) of the Exchange Act. No Committee
member shall be eligible (or shall have been eligible
within one year prior to appointment) to be granted
options under the Plan or to be selected as a
Participant under any other discretionary plan of the
Corporation entitling them to acquire stock, stock
options or stock appreciation rights of the
Corporation. The Board may from time to time remove
members from, or add members to, the Committee.
Vacancies on the Committee, howsoever caused, shall be
filled by the Board.
<PAGE 3>
3.2 Powers of The Committee
(a) The Committee shall be vested with full authority
to make such rules and regulations as it deems
necessary or desirable to administer the Plan and
to interpret the provisions of the Plan, unless
otherwise determined by the Board. Any
determination, decision or action of the
Committee in connection with the construction,
interpretation, administration or application of
the Plan shall be final, conclusive and binding
upon all Optionees and any person claiming under
or through an Optionee, unless otherwise
determined by the Board.
(b) Subject to the terms, provisions and conditions
of the Plan and subject to review and approval by
a majority of the disinterested members of the
Board, the Committee shall have exclusive
jurisdiction to:
(i) select the key Employees to be granted
Options (it being understood that more than
one Option may be granted to the same
person);
(ii) determine the number of shares subject to
each Option;
(iii) determine the date or dates when the Options
will be granted;
(iv) determine the purchase price of the shares
subject to each Option in accordance with
Article 5 of the Plan;
(v) determine the date or dates when each option
may be exercised within the term of the
Option specified pursuant to Article 7 of
the Plan;
(vi) determine whether or not an Option
constitutes an Incentive Stock Option; and
(vii) prescribe the form, which shall be
consistent with the Plan, of the Agreement
evidencing any Options granted under the
Plan.
3.3 Terms - The grant of an Option under the Plan shall be
evidenced by an Agreement and may include any terms
and conditions consistent with this Plan, as the
<PAGE 4> committee may determine.
3.4 Liability - No member of the Board or the Committee
shall be liable for any action or determination made
in good faith by the Board or the Committee with
respect to this Plan or any options granted under this
Plan.
Article 4. COMMON STOCK SUBJECT TO THE PLAN
4.1 Common Stock Authorized - The aggregate number of
shares of Common Stock for which options may be
granted under the Plan shall not exceed 27,000 shares.
The limitation established by the preceding sentence
shall be subject to adjustment as provided in Article
9 of the Plan.
4.2 Shares Available - The Common Stock to be issued upon
exercise of options granted under the Plan shall be
the Corporation's Common Stock which shall be made
available at the discretion of the Board, either from
authorized but unissued Common stock or from Common
Stock acquired by the Corporation, including shares
purchased in the open market. In the event that any
outstanding option under the Plan for any reason
expires or is terminated, the shares of Common Stock
allocable to the unexercised portion of such Option
may thereafter be regranted subject to option under
the Plan.
Article 5. STOCK OPTIONS
5.1 Exercise Price - The exercise price of Common Stock
shall be, in the case of an Incentive Stock Option,
100 percent of the fair market value of one share of
Common Stock on the date the option is granted, except
that the purchase price per share shall be 110 percent
of such fair market value in the case of an incentive
Stock Option granted to any individual described in
Section 6.2 of the Plan. The exercise price of Common
Stock shall be, in the case of a Nonqualified Stock
Option, not less than 100 percent of the fair market
value of one share of Common Stock on the date the
Option is granted. The exercise price shall be
subject to adjustment only as provided in Article 9 of
the Plan.
5.2 Limitation on Incentive Stock Options - The aggregate
fair market value (determined as of the date an option
is granted) of the stock with respect to which
Incentive Stock Options are exercisable for the first
time by any individual in any calendar year (under the
<PAGE 5> Plan and all other plans maintained by the
Corporation) shall not exceed $100,000.
5.3 Determination of Fair Market Value
(a) During such time as Common stock is not listed on
an established stock exchange or exchanges but is
listed in the NASDAQ Stock Market, the fair
market value per share shall be the closing sale
price for the Common Stock on the day the Option
is granted. If no sale of Common Stock has
occurred on that day, the fair market value shall
be determined by reference to such price for the
next preceding day on which a sale occurred.
(b) During such time as the Common Stock is not
listed on an established stock exchange or in the
NASDAQ Stock Market, fair market value per share
shall be the mean between the closing dealer
"bid" and "asked" prices for the Common Stock for
the day of the grant, and if no "bid" and "asked"
prices are quoted for the day of the grant, the
fair market value shall be determined by
reference to such prices on the next preceding
day on which such prices were quoted.
(c) If the Common Stock is listed on an established
stock exchange or exchanges, the fair market
value shall be deemed to be the closing price of
Common Stock on such stock exchange or exchanges.
On the day the Option is granted or, if no sale
of Common Stock has been made on any stock
exchange an that day, the fair market value shall
be determined by reference to such price for the
next preceding day on which a sale occurred.
(d) In the event that the common Stock is not traded
on an established stock exchange or in the NASDAQ
Stock Market, and no closing dealer "bid" and
"asked" prices are available on the date of a
grant, then fair market value will be the price
established by the Committee in good faith.
Article 6. ELIGIBILITY
6.1 Participation - Options shall be granted only to
persons who are Employees of the Corporation, as
determined by the Committee, based upon the
recommendation of the Chief Executive Officer and
ratified by a majority of the disinterested members of
the Board. Neither the members of the Committee nor
any member of the Board who is not an employee of the
<PAGE 6> Corporation shall be eligible to receive an
Option under the Plan.
6.2 Incentive Stock Option Eligibility - Notwithstanding
any other provision of the Plan, an individual who
owns more than 10 percent of the total combined voting
power of all classes of outstanding stock of the
Corporation shall not be eligible for the grant of an
Incentive Stock option, unless the special
requirements set forth in Sections 5.1 and 7.1 of the
Plan are satisfied. For purposes of this Section 6.2,
in determining stock ownership, an individual shall be
considered as owning the stock owned, directly or
indirectly, by or for his or her brothers and sisters
(whether by the whole or half blood), spouse,
ancestors and lineal descendants. Stock owned,
directly or indirectly, by or for a corporation,
partnership, estate or trust shall be considered as
being owned proportionately by or for its
shareholders, partners or beneficiaries. "Outstanding
Stock" shall include all stock actually issued and
outstanding immediately before the grant of the
option. "Outstanding Stock" shall not include shares
authorized for issue under outstanding options held by
the Optionee or by any other person.
Article 7. TERM AND EXERCISE OF OPTIONS
7.1 Termination - Each Option granted under the Plan shall
terminate on the date determined by the Committee and
approved by a majority of the disinterested Members of
the Board, and specified in the Agreement; provided,
however, that (i) each intended Incentive Stock Option
granted to an individual described in Section 6.2 of
the Plan shall terminate not later than five years
after the date of the grant, (ii) each other intended
Incentive Stock Option shall terminate not later than
ten years after the date of grant, and (iii) each
option granted Under the Plan which is intended to be
a Nonqualified Stock Option shall terminate not later
than ten years and one month after the date of grant.
The Committee at its discretion may provide further
limitations on the exercisability of Options granted
under the Plan. An Option may be exercised only
during the continuance of the Optionee's employment,
except as provided in Article 8 of the Plan.
7.2 Exercise
(a) A person electing to exercise an Option shall
give written notice to the Corporation of such
election and of the number of shares they have
<PAGE 7> elected to purchase, in such form as the
Committee shall have prescribed or approved, and
shall at the time of exercise tender the full
purchase price of the shares they have elected to
purchase. The purchase price shall be paid in
full, in cash, upon the exercise of the option,
provided, however, that in lieu of cash, with the
approval of the Committee at or prior to
exercise, an Optionee may exercise an option by
tendering to the Corporation shares of Common
Stock owned by them and having a fair market
value equal to the cash exercise price applicable
to the Option (with the fair market value of such
stock to be determined in the manner provided in
Section 5.3 hereof) or by delivering such
combination of cash and such shares as the
Committee in its sole discretion may approve.
Notwithstanding the foregoing, Common Stock
acquired pursuant to the exercise of an incentive
Stock Option may not be tendered as payment
unless the holding period requirements of Code
Section 422(a)(1) have been satisfied, and Common
Stock not acquired pursuant to the exercise of an
Incentive Stock Option nay not be tendered as
payment unless it has been held, beneficially and
of record, for at least one year.
(b) A person holding more than one Option at any
relevant time may, in accordance with the
provisions of the Plan, elect to exercise such
Options in any order.
Article 8. TERMINATION OF EMPLOYMENT
8.1 Retirement - In the event of Retirement, an option
shall lapse at the earlier of the term of the option
or;
(a) In the case of an Incentive Stock Option, three
months from the date of Retirement; and
(b) in the case of options other than Incentive Stock
options, up to 24 months, at the discretion of
the committee, from the date of Retirement.
8.2 Voluntary Termination - Except as otherwise provided
in Section 8.4, in the event of voluntary termination
of employment at the election of the Optionee or
termination at the election of the Corporation, all
options shall lapse as of the date of termination.
8.3 Death or Disability - In the event of termination due
<PAGE 8> to death or disability, the option shall
lapse at the earlier of the term of the option or one
year after termination due to such causes. The term
disability shall, for purposes of the Plan, be defined
in the same manner as such term is defined in Code
Section 105(d)(4).
Article 9. ADJUSTMENT PROVISIONS
9.1 Share Adjustments
(a) In the event that the shares of Common Stock of
the Corporation, as presently constituted, shall
be changed into or exchanged for a different
number or kind of shares of stock or other
securities of the Corporation or of another
corporation (whether by reason of merger,
consolidation, recapitalization,
reclassification, split-up, combination of shares
or otherwise) or if the number of such shares of
stock shall be increased through the payment of
a stock dividend, then, subject to the provisions
of Subsection (a) below, there shall be
substituted for or added to each share of stock
of the corporation which was theretofore
appropriated, or which thereafter may become
subject to an Option under the Plan, the number
and kind of shares of stock or other securities
into which each outstanding share of the stock of
the corporation shall be so changed or for which
each such share shall be exchanged or to which
each such share shall be entitled, as the case
may be. Outstanding options shall also be
appropriately amended as to price and other
terms, as may be necessary to reflect the
foregoing events.
(b) If there shall be any other change in the number
or kind of the outstanding shares of the stock of
the Corporation, or of any stock or other
securities in which such stock shall have been
changed, or for which it shall have been
exchanged, and if a majority of the disinterested
members of the Board shall, in its sole
discretion, determine that such change equitably
requires an adjustment in any Option which was
theretofore granted or which may thereafter be
granted under the Plan, then such adjustment
shall be made in accordance with such
determination.
(c) The grant of an Option pursuant to the Plan shall
<PAGE 9> not affect in any way the right or power
of the Corporation to make adjustments,
reclassifications, reorganizations or changes of
its capital or business structure, to merge, to
consolidate, to dissolve, to liquidate or to sell
or transfer all or any part of its business or
assets.
9.2 Corporate Changes - A dissolution or liquidation of
the Corporation, or a merger or consolidation in which
the Corporation is not the surviving Corporation,
shall cause each outstanding Option to terminate,
except to the extent that another corporation may and
does in the transaction assume and continue the Option
or substitute its own options.
9.3 Fractional Shares - Fractional shares resulting from
any adjustment in Options pursuant to this Article 9
may be settled as the Board or the Committee (as the
case may be) shall determine.
9.4 Binding Determination - To the extent that the
foregoing adjustments relate to stock or securities of
the Corporation, such adjustments shall be made by the
Board, whose determination in that respect shall be
final, binding and conclusive. Notice of any
adjustment shall be given by the Corporation to each
holder of an Option which shall have been so adjusted.
Article 10. GENERAL PROVISIONS
10.1 Effective Date - The Plan shall become effective upon
its adoption by the Board, provided that any grant of
an Incentive Stock option is subject to the approval
of the Plan by the shareholders of the Corporation
within 12 months of adoption by the Board.
10.2 Termination of The Plan - Unless previously terminated
by the Board of Directors, the Plan shall terminate
on, and no Options shall be granted after, the tenth
anniversary of its adoption by the Board.
10.3 Limitation on Termination, Amendment or Modification
(a) The Board may at any time terminate, amend,
modify or suspend the Plan, provided that without
the approval of that stockholders of the
Corporation no amendment or modification shall be
made by the Board which:
(i) increases the maximum number of shares of
Common Stock as to which options may be
<PAGE 10> granted under the Plan;
(ii) changes the class of eligible Employees; or
(iii) otherwise requires the approval of
shareholders in order to maintain the
exemption available under Rule 16b-3 (or any
similar rule) under the Exchange Act.
(b) No amendment, modification, suspension or
termination of the Plan shall in any manner
affect any Option theretofore granted under the
Plan without the consent of the Optionee or any
person validly claiming under or through the
Optionee.
10.4 No Right To Employment - Neither anything contained in
the Plan or in any instrument under the Plan nor the
grant of any Option hereunder shall confer upon any
Optionee any right to continue in the employ of the
corporation or of any Subsidiary or limit in any
respect the right of the Corporation or of any
Subsidiary to terminate the Optionee's employment at
any time and for any reason.
10.5 Withholding Taxes
(a) Subject to the provisions of subsection (b), the
Corporation will require that an Optionee, as a
condition of the exercise of an Option, other
than an Incentive Stock Option or any other
person or entity receiving Common Stock upon
exercise of an Option, pay or reimburse any taxes
which the Corporation is required to withhold in
connection with the exercise of the Option.
(b) An Optionee may satisfy the withholding
obligation described in Subsection (a), in whole
or in part, by electing to have the Corporation
withhold shares of Common Stock (otherwise
issuable upon the exercise of an Option) having
a fair market value equal to the amount required
to be withheld. An election by an Optionee to
have shares withheld for this purpose shall be
subject to the following restrictions:
(i) it must be made prior to the date on which
the amount of tax to be withheld is
determined (the "Tax Date");
(ii) it shall be irrevocable;
<PAGE 11>
(iii) it shall be subject to disapproval by the
committee;
(iv) if the Optionee is an officer of the
corporation within the meaning of Section 16
of the Exchange Act (an "Officer"), such
election may not be made within six (6)
months of the grant of the option (except
that this restriction shall not apply in the
event of the death or disability of the
Optionee prior to the expiration of the six-
month period);
(v) if the Optionee is an Officer, such election
must be made either at least six months
prior to the Tax Date or in the ten-day
"window period" beginning on the third day
following the release of the Corporation's
quarterly or annual summary statement of
revenues and earnings; and
(vi) where the Tax Date of an Officer is deferred
up to six months after the exercise of an
option, the full number of option shares
will be issued or transferred upon exercise,
but the officer will be unconditionally
obligated to tender back to the corporation
the proper number of shares of Common Stock
on the Tax Date.
10.6 Listing and Registration of Shares
(a) No Option granted pursuant to the Plan shall be
exercisable in whole or in part if at any time
the Board shall determine in its discretion that
the listing, registration or qualification of the
shares of Common Stock subject to such option on
any securities exchange or under any applicable
law, or the consent or approval of any
governmental regulatory body, is necessary or
desirable as a condition of, or in connection
with, the granting of such Option or the issue of
shares thereunder, unless such listing,
registration, qualification, consent or approval
shall have been effected or obtained free of any
conditions not acceptable to the Board.
(b) If a registration statement under the securities
Act with respect to the shares issuable upon
exercise of any Option granted under the Plan is
not in effect at the time of exercise, as a
condition of the issuance of the shares the
<PAGE 12> person exercising such Option shall
give the Committee a written statement,
satisfactory in form and substance to the
committee, that they are acquiring the shares for
their own account for investment and not with a
view to their distribution. The Corporation may
place upon any stock certificate for shares
issuable upon exercise of such Option the
following legend or such other legend as the
Committee may prescribe to prevent disposition of
the shares in violation of the Securities Act or
other applicable law:
"THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 ("ACT") AND MAY NOT
BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED OR OFFERED FOR SALE IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT WITH RESPECT TO THEM UNDER THE ACT
OR A WRITTEN OPINION OF COUNSEL FOR THE
CORPORATION THAT REGISTRATION IS NOT
REQUIRED." <PAGE 13>
