As filed with the Securities and Exchange Commission on March 21, 1997.
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO FORM S-8, REGISTRATION NO. 33-11689,
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTERNATIONAL BANCSHARES CORPORATION
(Exact name of issuer as specified in its charter)
TEXAS 74-2157138
(State or other jurisdiction of (I.R.S. Employer incorporation or
organization) Identification No.)
1200 SAN BERNARDO AVENUE, LAREDO, TEXAS 78042
(Address of principal executive offices) (Zip Code)
1996 INTERNATIONAL BANCSHARES CORPORATION STOCK OPTION PLAN
(Full title of the plan)
Cary P. Kavy
Cox & Smith Incorporated
112 E. Pecan Street, Suite 1800
San Antonio, Texas 78205
(210) 554-5250
(Name, address and telephone number,
including area code, of agent for service)
<PAGE>
AMENDMENT
This Post-Effective Amendment to Form S-8, Registration No. 33-11689,
is filed by International Bancshares Corporation, a Texas corporation,
pursuant to Rule 470 of the Securities Act of 1933. The undersigned amends
Registration No. 33-11689 by including Exhibit 99.1, the 1996 International
Bancshares Corporation Stock Option Plan.
<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 Laredo, Texas on March 21, 1997.
INTERNATIONAL BANCSHARES CORPORATION
By: /s/ DENNIS E. NIXON
Dennis E. Nixon, President
(Principal Executive Officer)
Pursuant to the Power of Attorney granted in Registration 33-11689 to
Dennis E. Nixon, as true and lawful attorney-in-fact and agent in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to Registration 33-11689, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, this registration statement has been signed below by the following
person as true and lawful attorney-in-fact and agent on March 21, 1997.
SIGNATURE NAME AND TITLE DATE
/s/ DENNIS E. NIXON Director and President March 21, 1997
Dennis E. Nixon
<PAGE>
EXHIBIT INDEX
NUMBER DOCUMENT PAGE
99.1 1996 International Bancshares Corporation 5
Stock Option Plan
EXHIBIT 99.1
EXHIBIT "A"
1996 INTERNATIONAL BANCSHARES CORPORATION
STOCK OPTION PLAN
INTERNATIONAL BANCSHARES CORPORATION
Laredo, Texas
Effective April 3, 1996
<PAGE>
1996 INTERNATIONAL BANCSHARES CORPORATION
STOCK OPTION PLAN
TABLE OF CONTENTS
ARTICLE SECTION PAGE
I DEFINITIONS 1
1.01 Board or Board of Directors 1
1.02 Change of Control 1
1.03 Code 1
1.04 Committee 1
1.05 Company 1
1.06 Disinterested Person 1
1.07 Effective Date 1
1.08 Eligible Person 1
1.09 Exchange Act 2
1.10 Fair Market Value 2
1.11 Incentive Stock Option 2
1.12 Nonstatutory Stock Option 2
1.13 Option 2
1.14 Option Price 2
1.15 Outside Director 2
1.16 Participant 2
1.17 Plan 2
1.18 Sanchez Family 2
1.19 Sanchez Shareholder 2
1.20 Securities Act 2
1.21 Stock 2
1.22 Stock Option Agreement 3
1.23 Subsidiary 3
II PARTICIPATION 3
2.01 Participation 3
2.02 Limitation on Grants to Individual
Participant 3
III SHARES OF STOCK SUBJECT TO PLAN 3
3.01 Limitations 3
3.02 Availability of Shares Once Issued
Under Plan 3
3.03 Adjustments to Options Once Issued 3
3.04 Grants and Agreement 4
IV OPTIONS 4
4.01 Options; Grant and Exercise 4
4.02 Vesting of Options 4
V NONSTATUTORY STOCK OPTIONS 5
5.01 General 5
VI INCENTIVE STOCK OPTIONS 5
6.01 General 5
6.02 Terms and Conditions of Incentive
Stock Options 5
6.03 Limitations on Grants of Incentive
Stock Options 6
VII STOCK CERTIFICATES 6
7.01 Stock Certificates 6
VIII PLAN ADMINISTRATION 7
8.01 Plan Administration 7
IX MISCELLANEOUS PROVISIONS 7
9.01 Applicable Law 7
9.02 Expenses 7
9.03 Gender and Number 8
9.04 Headings Not Part of Plan 8
9.05 Indemnification 8
9.06 Limitation of Rights 8
9.07 No Distribution, Compliance with
Legal Requirements 8
9.08 Timing of Grants 8
9.09 Non-Assignability 8
9.10 Nontransferability 8
9.11 Other Compensation Plans 9
9.12 Plan Binding on Successors 9
9.13 Tax Withholding 9
9.14 Non-Contravention of Securities Laws 9
9.15 Unenforceability of a Particular
Provision 9
X CHANGE OF CONTROL 9
10.01 Acceleration 9
10.02 Change of Control 9
XI PERMANENCY OF THIS PLAN AND PLAN
TERMINATION 11
11.01 Effective Date 11
11.02 Termination, Amendment, and
Modification of Plan 11
<PAGE>
1996 INTERNATIONAL BANCSHARES CORPORATION
STOCK OPTION PLAN
The 1996 INTERNATIONAL BANCSHARES CORPORATION STOCK OPTION PLAN (the
"Plan") is intended to advance the interests of the Company and its shareholders
by affording officers, employees, consultants and advisors of the Company and
its Subsidiaries an opportunity to increase their proprietary equity interest in
the Company by the grant of Options to them under the terms set forth herein.
The Company seeks to motivate and retain present officers, employees,
consultants and advisors of the Company and its Subsidiaries as well as attract
highly competent individuals whose judgment, initiative, leadership, and
continued effort will contribute to the success of the Company and its
Subsidiaries. The Company believes that this Plan will contribute to that end.
ARTICLE I
DEFINITIONS
For purposes of this Plan:
1.01 BOARD OR BOARD OF DIRECTORS. The term "Board" or "Board of Directors"
shall mean the Board of Directors of the Company.
1.02 CHANGE OF CONTROL. The term "Change of Control" shall mean that term
as defined in Section 10.02 hereof.
1.03 CODE. The term "Code" shall mean the Internal Revenue Code of 1986,
as amended, or any successor statute, provided that any specific reference
herein to a particular section of the Code will, to the extent applicable, refer
to the corresponding section or provision of any such successor statute.
1.04 COMMITTEE. The term "Committee" shall mean a Committee of the Board
appointed by the Board consisting of at least two (2) members of the Board of
Directors, each of whom is both a Disinterested Person and an Outside Director.
1.05 COMPANY. The term "Company" shall mean INTERNATIONAL BANCSHARES
CORPORATION, a Texas corporation, and any successor thereof.
1.06 DISINTERESTED PERSON. The term "Disinterested Person" shall mean a
member of the Board of Directors who has not, during the one year prior to
service on the Committee, or during his service on the Committee, been granted
or awarded equity securities pursuant to this Plan or any other plan of the
Company or any of its affiliates (except such grants or awards permitted to be
received by a "disinterested person" under Rule 16b-3 promulgated under the
Exchange Act).
1.07 EFFECTIVE DATE. The term "Effective Date" shall mean that term as
defined in Section 11.01 hereof.
1.08 ELIGIBLE PERSON. The term "Eligible Person" shall mean any officer,
employee, consultant or advisor of the Company or any Subsidiary, designated by
the Committee as eligible to receive an Option subject to the conditions set
forth herein.
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<PAGE>
1.09 EXCHANGE ACT. The term "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended from time to time.
1.10 FAIR MARKET VALUE. The term "Fair Market Value" shall mean the fair
market value of a share of Stock on any given date as determined in good faith
by the Committee, consistent with Section 422 of the Code and the regulations
promulgated thereunder.
1.11 INCENTIVE STOCK OPTION. The term "Incentive Stock Option" shall have
the meaning given to it by Section 422 of the Code and as further defined in
Article VI hereof.
1.12 NONSTATUTORY STOCK OPTION. The term "Nonstatutory Stock Option" shall
mean any Option granted by the Company pursuant to this Plan which is not an
Incentive Stock Option.
1.13 OPTION. The term "Option" shall mean an option granted by the Company
to purchase Stock pursuant to the provisions of this Plan and the related Stock
Option Agreement executed pursuant hereto.
1.14 OPTION PRICE. The term "Option Price" shall mean the price per share
of Stock purchasable under an Option. The Option Price of an Option shall be
determined by the Committee at the time of grant but, in the case of an
Incentive Stock Option, shall not be less than the Fair Market Value on the date
of grant, unless the Participant who is granted an Incentive Stock Option owns
more than ten percent (10%) of the Stock or more than ten percent (10%) of the
voting stock of any Subsidiary, in which case the Option Price shall not be less
than one hundred ten percent (110%) of the Fair Market Value on the date of
grant.
1.15 OUTSIDE DIRECTOR. The term "Outside Director" shall have the meaning
given to it in the regulations promulgated under Section 162(m) of the Code, as
may be amended from time to time.
1.16 PARTICIPANT. The term "Participant" shall mean an Eligible Person who
has been granted an Option hereunder.
1.17 PLAN. The term "Plan" shall mean the 1996 International Bancshares
Corporation Stock Option Plan.
1.18 SANCHEZ FAMILY. The term "Sanchez Family" shall mean Alicia M.
Sanchez and Alicia M. Sanchez's children, grandchildren and great-grandchildren.
1.19 SANCHEZ SHAREHOLDER. The term "Sanchez Shareholder" shall mean a
shareholder of the Company who is a member of the Sanchez Family or a
corporation, partnership, or other entity in which one or more of the members of
the Sanchez Family beneficially own a majority of the ownership interest, or a
trust in which all of the beneficial interests are held by or for one or more
members of the Sanchez Family; provided, however, a trustee of such trust must
be a member of the Sanchez Family.
1.20 SECURITIES ACT. The term "Securities Act" shall mean the Securities
Act of 1933, as amended from time to time.
1.21 STOCK. The term "Stock" shall mean common stock, par value $1.00 per
share, issued by the Company.
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<PAGE>
1.22 STOCK OPTION AGREEMENT. The term "Stock Option Agreement" shall mean
the agreement as described in Section 3.04 of this Plan between the Company and
the Participant under which such Participant receives an Option pursuant to this
Plan.
1.23 SUBSIDIARY. The term "Subsidiary" shall mean any subsidiary
corporation, as defined in Section 424(f) of the Code, to which the Committee
has determined to extend the application of this Plan.
ARTICLE II
PARTICIPATION
2.01 PARTICIPATION. A grant of an Option under this Plan may be made by
the Committee to any Eligible Person.
2.02 LIMITATIONS ON GRANTS TO INDIVIDUAL PARTICIPANT. Subject to
adjustments pursuant to the provisions of Section 3.03 hereof, the number of
shares of Stock which may be covered by Options granted hereunder to any
Participant during any fiscal year shall not exceed 75,000 shares. If an Option
is cancelled, the cancelled Option shall continue to be counted toward such
75,000 share limit for the year granted. An Option that is repriced during any
fiscal year shall be treated as the cancellation of such Option and a grant of a
new Option for purposes of the 75,000 share limit for that fiscal year.
ARTICLE III
SHARES OF STOCK SUBJECT TO PLAN
3.01 LIMITATIONS. Subject to Section 3.02 and the adjustments pursuant to
the provisions of Section 3.03 hereof, the number of shares of Stock covered by
Options which may be granted hereunder to Participants under all Options shall
not exceed 300,000 shares. The shares of Common Stock which may be issued by the
Company upon exercise of an Option may be issued out of the Company's authorized
and unissued shares of Common Stock or reaquired shares of Common Stock
(treasury stock).
3.02 AVAILABILITY OF SHARES ONCE ISSUED UNDER PLAN. Once an Option has
lapsed, terminated or been forfeited, the Committee shall have the sole
discretion to issue a new Option to any Eligible Person, covering the number of
shares to which such lapsed, terminated or forfeited Option related.
3.03 ADJUSTMENTS TO OPTIONS ONCE ISSUED. In the event that the outstanding
shares of Stock are changed into or exchanged for a different number or kind of
shares or other securities of the Company or of another corporation or other
entity by reason of merger, consolidation, other reorganization,
recapitalization, reclassification, combination of shares, stock split-up, or
stock dividend, the corresponding proportionate adjustments shall be made to the
number and kind of shares which may be granted under this Plan, the maximum
number and kind of shares which may be granted to any one eligible Participant,
and the number, the Option Price, and the kind of shares or property subject to
each outstanding Option unless the Committee shall determine, in its sole
discretion, that such adjustments are not appropriate or advisable.
3.04 GRANTS AND AGREEMENT. Each grant of an Option under this Plan shall
be evidenced by
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<PAGE>
a written Stock Option Agreement dated as of the date of the grant and executed
by the Company and the Participant. The rights of a grantee in and to an Option
shall become effective only upon execution and delivery by the Company of the
Stock Option Agreement. Such Stock Option Agreement shall set forth the terms
and conditions of such Option, as may be determined by the Committee consistent
with this Plan, and shall indicate whether the Option that it evidences is
intended to be an Incentive Stock Option or a Nonstatutory Stock Option.
ARTICLE IV
OPTIONS
4.01 OPTIONS; GRANT AND EXERCISE. The Committee shall have full and final
authority to select those Eligible Persons who will be granted Options and
whether such Options shall be Incentive Stock Options or Nonstatutory Stock
Options. Subject to Federal and state statutes then applicable and the express
terms of this Plan, the terms and procedures by which an Option may be exercised
shall be set forth in the Participant's Stock Option Agreement or in procedures
established by the Committee. Certain of the procedures for the notice of the
grant of an Option, the execution of the Stock Option Agreement and the exercise
of an Option, are as follows:
(a) As soon as practicable after a determination is made by the
Committee to grant an Option to an Eligible Person, as set forth in this
Article IV hereof, the appropriate officer or officers of the Company
shall give notice (written or oral) to such effect to each such Eligible
Person, which notice shall be accompanied by a copy or copies of the Stock
Option Agreement to be executed by such Eligible Person. The Stock Option
Agreement shall designate whether it is an Incentive Stock Option or
Nonstatutory Stock Option.
(b) Upon the due execution by such Eligible Person and the Company
of a Stock Option Agreement (on such terms as the Committee shall
determine) within such number of days from the giving of such notice as
shall be specified in such notice (unless waived by the Company), such
Option shall be granted and such Eligible Person shall become and be a
Participant.
(c) An Option of a Participant may be exercised during the period
such Option is in effect and as set forth herein and in the Stock Option
Agreement, but only if compliance with all applicable Federal and state
securities laws can be effected. The Committee may permit payment of the
Option Price to be made through the tender of cash or securities, the
withholding of Stock, or any other arrangement satisfactory to the
Committee.
4.02 VESTING OF OPTIONS. The Stock Option Agreement shall specify the date
or dates on which the Participant may begin to exercise all or a portion of his
Option. To the extent not exercised, the vested portion of the Option shall be
exercisable, in whole or in part, at any time after becoming exercisable, but
not later than the date the Option terminates. Notwithstanding the terms of any
Stock Option Agreement, the Committee at any time may accelerate such date or
dates and otherwise waive or amend any conditions of the Option in a manner that
is not adverse to the Option holder. A Participant's subsequent transfer or
disposition of any Stock obtained through the exercise of an Option shall be
subject to any Federal and state laws then applicable, specifically including
securities laws.
ARTICLE V
NONSTATUTORY STOCK OPTIONS
5.01 GENERAL. The Committee may grant Nonstatutory Stock Options to
Eligible Persons under this Plan. The grant of Nonstatutory Stock Options shall
be designated as such in a Participant's Stock Option Agreement. Such
Nonstatutory Stock Options must comply with all requirements of this Plan except
for those contained in Article VI hereof.
ARTICLE VI
INCENTIVE STOCK OPTIONS
6.01 GENERAL. The Committee may only grant Incentive Stock Options under
this Plan to Eligible Persons who are employees (including officers) of the
Company or any Subsidiary. All Incentive Stock Options shall comply with all of
the restrictions and limitations set forth in Section 422 of the Code and this
Article. To the extent that any Option does not qualify as an Incentive Stock
Option, it shall constitute a Nonstatutory Stock Option.
6.02 TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS. Notwithstanding any
other provision of this Plan, Incentive Stock Options shall be subject to such
terms and conditions as shall be determined by the Committee, which shall
include the following:
(a) The Option Price shall be an amount determined by the Committee
in accordance with the provision of Section 1.14 hereof.
(b) No Incentive Stock Option shall be exercisable after the lapse
of ten (10) years from the date such Incentive Stock Option is granted;
provided, however, if the Participant owns more than ten percent (10%) of the
Stock or of the voting stock of any Subsidiary, such Participant's Incentive
Stock Option shall not be exercisable after the lapse of five (5) years from the
date such Incentive Stock Option is granted.
(c) Except as provided in this Subsection 6.02(c) and Subsections
6.02 (d) and (e), all Incentive Stock Options granted to a Participant shall
terminate no later than three (3) months from the date the Participant's service
with the Company terminates; provided, however, if the Participant's service
with the Company terminates as a result of the Participant's permanent
disability, such Incentive Stock Options shall terminate no later than twelve
(12) months from the date that the Participant's service with the Company
terminates as a result of such disability. Notwithstanding the foregoing, the
Committee may, in its sole discretion, provide in the Stock Option Agreement for
the termination of the Option upon the Participant's termination of service with
the Company prior to such three (3) month period or twelve (12) month period, as
the case may be.
(d) An Incentive Stock Option or any of the rights thereunder may be
exercised by such Participant only, and may not be transferred or assigned,
voluntarily, involuntarily or by operation of law (including, without
limitation, the laws of bankruptcy, intestacy, descent and distribution and
succession); provided, however, that the Committee may approve a transfer of an
Incentive Stock Option, or a Stock Option Agreement relating thereto may provide
for a transfer by will or the laws of descent and distribution. During the
lifetime of the Participant, such Incentive Stock Option shall be exercisable or
perfected only by the Participant in accordance with the terms of this Plan and
the Stock Option Agreement. If such transfer by will or the laws of descent and
distribution is provided for in a Stock Option Agreement or such transfer is
approved by the Committee, upon the death of a Participant who has been granted
an Incentive Stock Option, such Incentive Stock Option exercisable on the date
of death may be exercised by the Participant's estate or by a person who
acquires the right to exercise such Incentive Stock Option pursuant to the
Participant's will or by the laws of descent and distribution, provided that,
subject to any additional restrictions in the Stock Option Agreement or imposed
by the Committee, the exercise of the Incentive Stock Option must occur within
both the remaining term of the Incentive Stock Option and twelve (12) months
after the Eligible Person's death. The provisions of this Section 6.02(d) shall
apply notwithstanding that the Participant's employment may have terminated
prior to death, but only to the extent that such Incentive Stock Option is
exercisable on the date of death.
(e) An Incentive Stock Option may provide, in the Committee's
discretion, that if the provisions of this Article VI are not satisfied, the
Option granted shall not lapse and the Option shall be classified as a
Nonstatutory Stock Option.
6.03 LIMITATIONS ON GRANTS OF INCENTIVE STOCK OPTIONS. The Committee may
not grant an Incentive Stock Option hereunder to an Eligible Person if such
grant could result in the aggregate Fair Market Value (determined at the time
each incentive stock option is granted) of Stock with respect to which incentive
stock options are exercisable for the first time by such Eligible Person during
any calendar year (under all incentive stock option plans of the Company or its
parent or subsidiaries, if any, as defined in Section 424(e) and (f) of the
Code) exceeding $100,000 or such other maximum amount which is permissible under
the Code, as it may be amended, on the date of such grant; provided, however,
for purposes of determining whether a proposed grant of an Incentive Stock
Option is permissible under this Section 6.03, the Committee shall not consider
the possible accelerated vesting upon (i) a Change of Control under Article X
hereof unless the Committee has received notice of such Change of Control or
(ii) the occurrence of any other event as may be provided in a Stock Option
Agreement.
ARTICLE VII
STOCK CERTIFICATES
7.01 STOCK CERTIFICATES. The Company shall not be required to issue or
deliver any certificate for shares of Stock upon the exercise of any Option or
of any portion thereof prior to fulfillment of all of the following conditions:
(a) The admission of such shares to listing or quotation on all
stock exchanges or automated quotation systems on which the Stock is then listed
or quoted, if any;
(b) The completion of any registration or other qualification of
such shares under any Federal or state law, under the rulings or regulations of
the Securities and Exchange Commission, or under any other governmental
regulatory agency which the Committee shall in its sole discretion determine to
be necessary or advisable;
(c) The obtaining of any approval or other clearance from any
Federal or state governmental agency which the Committee shall in its sole
discretion determine to be necessary or advisable; and
(d) The lapse of such reasonable period of time following the
exercise of the Option as the Committee from time to time may establish for
reasons of administrative convenience.
If these conditions are not satisfied the Participant may lose his rights
to such Stock as determined by the Committee.
ARTICLE VIII
PLAN ADMINISTRATION
8.01 PLAN ADMINISTRATION. This Plan and all Stock Option Agreements shall
be administered, and all grants of Options under this Plan shall be granted, by
the Committee. The Committee shall have full authority and absolute sole
discretion:
(a) To determine, consistent with the provisions of this Plan, which
of the Eligible Persons shall be granted Options; the form and terms of such
Options; the timing of such grants; the number of shares subject to each Option
and the Option Price of Stock covered by each Option; the restrictions, if any,
applicable to the shares of Stock issuable upon the exercise of each Option; and
the period over which the Option shall become and remain exercisable;
(b) To construe and interpret this Plan and the Stock Option
Agreements;
(c) To determine the terms and provisions of each respective Stock
Option Agreement, which need not be identical.
(d) To make all other determinations and take all other actions
deemed necessary or advisable for the proper administration of this Plan;
(e) To modify and amend outstanding Options unilaterally in any
manner that is not adverse to the Option holder; and
(f) To adopt, alter, and repeal such rules, guidelines, and
practices for administration of this Plan and for its own acts and proceedings
as it shall deem advisable; to interpret the terms and provisions of this Plan
and any Option (including related Stock Option Agreements); to make all
determinations it deems advisable for the administration of this Plan; to decide
all disputes arising in connection with this Plan; and to otherwise supervise
the administration of this Plan.
ARTICLE IX
MISCELLANEOUS PROVISIONS
9.01 APPLICABLE LAW. To the extent that state law shall not have been
preempted by any laws of the United States, this Plan shall be construed,
regulated, interpreted and administered according to the laws of the State of
Texas.
9.02 EXPENSES. The cost of benefit payments from this Plan and the
expenses of administering this Plan shall be borne by the Company; provided,
however, that except as otherwise specifically provided in this Plan or the
applicable Stock Option Agreement between the Company and a Participant, the
Company shall not be obligated to pay any costs or expenses (including legal
fees) incurred by any Participant in connection with any Stock Option Agreement,
this Plan or Option or Company Stock held by any Participant.
9.03 GENDER AND NUMBER. Unless the context clearly requires otherwise, the
masculine pronoun whenever used shall include the feminine and neuter pronoun,
the singular shall include the plural, and vice versa.
9.04 HEADINGS NOT PART OF PLAN. Headings of Articles and Sections are
inserted for convenience and reference; they constitute no part of this Plan.
9.05 INDEMNIFICATION. No member of the Board of Directors or the Committee
shall be liable for any action or determination taken or made in good faith with
respect to this Plan nor shall any member of the Board of Directors or the
Committee be liable for any Stock Option Agreement issued pursuant to this Plan
or any grants under it. Without limiting any other rights to indemnification,
each member of the Board of Directors and of the Committee shall be indemnified
by the Company against any losses incurred in such administration of this Plan
to the fullest extent permitted by the Texas Business Corporation Act, as
amended.
9.06 LIMITATION OF RIGHTS. Neither the adoption and maintenance of this
Plan or Stock Option Agreement nor anything contained herein, shall with respect
to any Participant, be deemed to:
(a) limit the right of the Company or any Subsidiary to discharge or
discipline any such person, or otherwise terminate or modify the terms of his
employment, or
(b) create any contract or other right or interest under this Plan
other than as specifically provided in this Plan and a Stock Option Agreement.
9.07 NO DISTRIBUTION, COMPLIANCE WITH LEGAL REQUIREMENTS. The Committee
may require each Participant acquiring shares of Stock pursuant to the exercise
of an Option to represent to and agree with the Company in writing that such
Participant is acquiring the shares without a view to distribution thereof in
violation of applicable securities laws. No shares of Stock shall be issued
pursuant to the exercise of an Option until all applicable securities law and
other legal and stock exchange or other listing requirements have been
satisfied. The Committee may require the placing of such stop-orders and
restrictive legends on certificates for Stock and Options as it deems
appropriate.
9.08 TIMING OF GRANTS. All Options granted under this Plan shall be
granted prior to the tenth anniversary of the Effective Date.
9.09 NON-ASSIGNABILITY. Except as otherwise set forth herein, a
Participant's interest under this Plan shall not be subject at any time or in
any manner to alienation, sale, transfer, assignment, pledge, attachment,
garnishment or encumbrance of any kind and any attempt to deliver, sell,
transfer, assign, pledge, attach, garnish or otherwise encumber such interest
shall be void and any interest so encumbered will terminate.
9.10 NONTRANSFERABILITY. Except as specifically provided by a duly
executed Stock Option Agreement or unless approved by the Committee, an Option
or any of the rights thereunder may be exercised by such Participant only, and
may not be transferred or assigned, voluntarily, involuntarily or by operation
of law (including, without limitation, the laws of bankruptcy, intestacy,
descent and distribution and succession).
9.11 OTHER COMPENSATION PLANS. The adoption of this Plan shall not affect
any other existing or future incentive or compensation plans for directors,
officers or employees of the Company or its Subsidiaries. Moreover, the adoption
of this Plan shall not preclude the Company or its Subsidiaries from:
(a) Establishing any other forms of incentive or other compensation
for officers, employees, consultants or advisors or directors of the Company or
its Subsidiaries; or
(b) Assuming any forms of incentives or other compensation of any
person or entity in connection with the acquisition or the business or assets,
in whole or in part, of any person or entity.
9.12 PLAN BINDING ON SUCCESSORS. This Plan shall be binding upon the
successors and assigns of the Company.
9.13 TAX WITHHOLDING. Each Participant shall, no later than the date as of
which the value of an Option or of any Stock or other amount received thereunder
first becomes includable in the gross income of the Participant for Federal
income tax purposes, pay to the Company, or make arrangements satisfactory to
the Committee regarding payment of any Federal, state, or local taxes of any
kind required by law, or deemed advisable by the Company, to be withheld with
respect to such income. The Committee may permit payment of such taxes to be
made through the tender of cash or securities, the withholding of Stock or any
other arrangement satisfactory to the Committee. The Company and its
Subsidiaries shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due to the Participant.
9.14 NON-CONTRAVENTION OF SECURITIES LAWS. Notwithstanding anything to the
contrary expressed in this Plan, any provisions hereof that vary from or
conflict with any applicable Federal or state securities laws (including any
regulations promulgated thereunder) shall be deemed to be modified to conform to
and comply with such laws.
9.15 UNENFORCEABILITY OF A PARTICULAR PROVISION. The unenforceability of
any particular provision of this document shall not affect the other provisions,
and this document shall be construed in all respects as if such unenforceable
provision were omitted.
ARTICLE X
CHANGE OF CONTROL
10.01 ACCELERATION. Unless the Committee shall otherwise expressly provide
in the Stock Option Agreement relating to an Option, upon the occurrence of a
Change of Control, an Option (other than an Option held by a Participant who
initiated the event that resulted in the occurrence of such Change of Control in
a capacity other than as a director or officer of the Company) shall
automatically become fully exercisable.
10.02 CHANGE OF CONTROL. The term "Change of Control" shall mean the
occurrence of any of the following events:
(i) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act (other than the Company, any affiliate (as defined in Rule
144 under the Securities Act) of the Company as of the Effective Date, any
Sanchez Shareholder, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any company owned, directly or
indirectly, by the shareholders of the Company in substantially the same
proportions as their ownership of the Stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company (not including in the securities
beneficially owned by such person any securities acquired directly from the
Company) representing more than 20% of the combined voting power of the
Company's then outstanding voting securities; provided, however, a Change of
Control shall not be deemed to occur solely because such person acquired
beneficial ownership of more than 20% of the combined voting power of the
Company's then outstanding voting securities as a result of the acquisition of
voting securities by the Company, which by reducing the number of voting
securities outstanding, increases the proportional number of shares beneficially
owned by such person, provided that if a Change of Control would occur (but for
the operation of this sentence) as a result of the acquisition of voting
securities by the Company, and after such share acquisition by the Company, such
person becomes the beneficial owner of any additional voting securities which
increases the percentage of the then outstanding voting securities beneficially
owned by such person, then a Change of Control shall occur;
(ii) during any period of 24 consecutive months (not including any
period prior to the Effective Date), individuals who at the beginning of such
period constitute the Board and any new director (other than a director
designated by a person who has entered into an agreement with the Company to
effect a transaction described in subsection (i), (iii) or (iv) of this Section
10.02) whose election by the Board or nomination for election by the Company's
shareholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved,
cease for any reason to constitute a majority of the Board;
(iii) the shareholders of the Company approve a merger,
consolidation or reorganization of the Company with any other corporation, other
than a merger, consolidation or reorganization which would result in the
shareholders of the Company immediately before such merger, consolidation or
reorganization, owning, directly or indirectly immediately following such
merger, consolidation or reorganization, at least 50% of the combined voting
power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger, consolidation or reorganization in
substantially the same proportion as their ownership of the voting securities
immediately before such merger, consolidation, or reorganization; or
(iv) the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.
ARTICLE XI
PERMANENCY OF THIS PLAN AND PLAN TERMINATION
11.01 EFFECTIVE DATE. This Plan shall become effective upon its adoption
by the Board of Directors of the Company (the "Effective Date"); provided,
however, that the shareholders of the Company shall approve this Plan within
twelve (12) months of the date of adoption by the Board of this Plan.
Notwithstanding any terms or provisions to the contrary, this Plan, and all
Options granted hereunder, are subject to the approval of the Plan by the
shareholders of the Company not later than twelve (12) months from the date of
adoption by the Board of Directors and no Option may be exercised prior to such
shareholder approval. In the event the preceding condition is not satisfied,
Options granted under this Plan shall be null and void.
11.02 TERMINATION, AMENDMENT, AND MODIFICATION OF PLAN. The Board of
Directors may at any time terminate or suspend, and may at any time and from
time to time and in any respect amend or modify, this Plan; provided, however,
that no such action of the Board of Directors without approval of the
shareholders of the Company may increase the total number of shares of Stock
subject to this Plan except as contemplated in Section 3.03 hereof.
