<PAGE> 1
As filed with the Securities and Exchange Commission on November 9, 1994
Registration No. __________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
------------------------
FIRST UNITED BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
Arkansas 71-0538646
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
MAIN AND WASHINGTON STREETS
EL DORADO, ARKANSAS 71730
(501) 863-3181
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
------------------------
FIRST UNITED BANCSHARES, INC. 1994
EQUITY PARTICIPATION PLAN
(Full Title of the Plan)
------------------------
<TABLE>
<S> <C>
John E. Burns Copies of Communications to:
Chief Financial Officer S. Scott Luton, Esquire
Main and Washington Streets Ivester, Skinner & Camp, P.A.
El Dorado, Arkansas 71730 111 Center Street, Suite 1200
(501) 863-3181 Little Rock, Arkansas 72201
(Name, address, including zip code, and telephone (501) 376-7788
number, including area code, of agent for service)
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 100,000 Shares $31.75 (1) $3,175,000 (1) $635.00
(par value $1.00)
==================================================================================================================================
</TABLE>
(1) Calculated pursuant to paragraphs (c) and (h) of Rule 457 based upon
the average of the bid and ask price for the common stock on November
8, 1994, which is a date within five business days prior to the date
of filing the Registration Statement.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION *
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part 1
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by First United Bancshares, Inc.
("Registrant" or "Company") with the Securities and Exchange Commission are
incorporated by reference in this registration statement:
(1) Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 (the "Form 10-K") filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934 (the "Exchange Act"); and
(2) Registrant's Current Report on Form 8-K filed June 16, 1994,
as amended under the cover of Form 8-K/A on August 12, 1994, pursuant to
Section 13(a) of the Exchange Act, said Current Report containing a statement
of historical and pro forma financials of Registrant and InvestArk Bankshares,
Inc. regarding Registrant's acquisition of InvestArk Bankshares, Inc. on June
14, 1994.
(3) Registrant's Current Report on Form 8-K filed October 18,
1994, pursuant to Section 13(a) of the Exchange Act, said Current Report
containing a restatement of the financial statements of Registrant after giving
effect to a pooling of interest transaction which was consummated on June 14,
1994.
(4) All other reports filed pursuant to Section 13(a) of the
Exchange Act, since the end of the fiscal year covered by the Form 10-K
referred to above.
(5) The description of Registrant's Common Stock contained in
Registrant's registration statement on Form S-4, which became effective May 6,
1994, Commission File No. 33-52341, and any amendment or report filed for the
purpose of updating such description.
In addition, all documents subsequently filed by Registrant 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 such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities being registered on this Form S-8 are
currently registered under Section 12 of the Securities Exchange Act of 1934,
as amended, and, therefore, this item is not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
2
<PAGE> 3
The Arkansas Business Corporation Act of 1987 (the "Act") codified at
Ark. Code Ann. Section 4-27-101 et. seq. and more specifically at Ark. Code Ann.
Section 4-27-850 permits an Arkansas corporation to indemnify directors,
officers, employees and agents under some circumstances, and mandates
indemnification under certain limited circumstances. The Act permits a
corporation to indemnify a director, officer, employee, or agent for expenses
(including attorneys' fees), judgements, fines and amounts paid in settlement
actually and reasonably incurred if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation. Indemnification against expenses incurred by a director,
officer, employee or agent in connection with his defense of a proceeding
against such person for actions in such capacity is mandatory to the extent that
such person has been successful on the merits. If a director, officer,
employee, or agent is determined to be liable to the corporation,
indemnification for expenses is not allowable, subject to limited exceptions
where a court deems the award of expenses appropriate. The Act grants express
power to an Arkansas corporation to purchase liability insurance for its
directors, officers, employees and agents, regardless of whether any such person
is otherwise eligible for indemnification by the corporation. Advancement of
expenses is permitted, but a person receiving such advances must repay those
expenses if it is ultimately determined that he is not entitled to
indemnifications.
The Amended and Restated Articles of Incorporation and the Bylaws of
First United provides that the directors, officers, employees and agents of
First United shall be indemnified as set forth below.
AMENDED AND RESTATED ARTICLES OF INCORPORATION
TWELFTH. The corporation may indemnify any person who was, or is, a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding to the fullest extent permitted by the
Arkansas Business Corporation Act as it now exists or may hereafter be amended.
BY-LAWS
Section 6. INDEMNIFICATION. Every person who was or is a party or
is threatened to be made a party to or is involved in any action, suit,
proceeding, whether civil, criminal, administrative, or investigative, by
reason of the fact that he is or was a director or officer of the Corporation
or is or was serving at the request of the Corporation as a director or officer
of another corporation, or as its representative in a partnership, joint
venture, trust, or other enterprise, shall be indemnified and held harmless to
the fullest extent legally permissible under and pursuant to any procedure
specified in the Arkansas Business Corporation Act of the State of Arkansas, as
amended and as the same may be amended hereafter, against all expenses,
liabilities, and losses (including attorney's fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by
him in connection therewith. Such right of indemnification shall be a contract
right that may be enforced in any lawful manner by such person. Such right of
indemnification shall not be exclusive of any other right which such director
or officer may have or hereafter acquire and, without limiting the generality
of such statement, he shall be entitled to his rights of indemnification under
any agreement, vote of stockholders, provisions of law, or otherwise, as well
as his rights under this paragraph.
The board of directors may cause the Corporation to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out
of such status, whether or not the Corporation would have power to indemnify
such person.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description of Exhibit
----------- ----------------------
5 Opinion of Ivester, Skinner & Camp, P.A.
23(a) Consent of Arthur Andersen LLP, independent
accountants
3
<PAGE> 4
23(b) Consent of Martin and Company, certified
public accountants
23(c) Consent of Ivester, Skinner & Camp, P.A.
(included as part of Exhibit 5)
24 Power of Attorney (included as part of
Signature Page)
99 First United Bancshares, Inc. 1994 Equity
Participation 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.
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 (Section 239.13
of this chapter) or Form S-8 (Section 239.16b of this chapter), and
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 this
registration statement.
(2) 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.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act 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 an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) 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 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 of
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.
4
<PAGE> 5
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 El Dorado, State of Arkansas, on November 9,
1994.
FIRST UNITED BANCSHARES, INC.
/s/ James V. Kelley
---------------------------------------
James V. Kelley
Chairman, President and Chief Executive
Officer
/s/ John E. Burns
---------------------------------------
John E. Burns
Vice President and Chief Financial
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director or
Officer, or both, of First United Bancshares, Inc. (the "Company"), acting
pursuant to authorization of the Board of Directors of the Company, hereby
appoints James V. Kelley and John E. Burns, attorney-in-fact and agents for me
and in my name and on my behalf, individually and as a Director or Officer, or
both, of the Company, to sign a Registration Statement on Form S-8 and any
amendments (including post effective amendments) and supplements thereto, of
the Company to be filed with the Securities and Exchange Commission pursuant to
any applicable Rule under the Securities Act of 1933, as amended (the "Act")
with respect to the continuous issuance of the Company's Common Stock pursuant
to the Company's Equity Participation Plan, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
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.
IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of
November, 1994.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James V. Kelley Chairman, President, November 9, 1994
----------------------------- Chief Executive Officer
James V. Kelley and Director
/s/ John E. Burns Vice President, Chief November 9, 1994
----------------------------- Financial Officer and
John E. Burns Principal Accounting Officer
/s/ E. Larry Burrow Director November 9, 1994
-----------------------------
E. Larry Burrow
/s/ Claiborne P. Deming Director November 9, 1994
-----------------------------
Claiborne P. Deming
</TABLE>
5
<PAGE> 6
<TABLE>
<S> <C> <C>
/s/ Grady E. DuPriest Director November 9, 1994
-----------------------------
Grady E. DuPriest
/s/ William A. Eckert, Jr. Director November 9, 1994
-----------------------------
William A. Eckert, Jr.
/s/ Roy E. Ledbetter Director November 9, 1994
-----------------------------
Roy E. Ledbetter
/s/ Michael F. Mahony Director November 9, 1994
-----------------------------
Michael F. Mahony
Director __________, 1994
-----------------------------
Richard H. Mason
Director __________, 1994
-----------------------------
Jack W. McNutt
/s/ William E. Morgan, Jr. Director November 9, 1994
-----------------------------
William E. Morgan, Jr.
/s/ R. Madison Murphy Director November 9, 1994
-----------------------------
R. Madison Murphy
/s/ Robert C. Nolan Director November 9, 1994
-----------------------------
Robert C. Nolan
/s/ Paula M. O'Connor Director November 9, 1994
-----------------------------
Paula M. O'Connor
/s/ Katherine Patton Ozment Director November 9, 1994
-----------------------------
Katherine Patton Ozment
/s/ Cal Partee, Jr. Director November 9, 1994
-----------------------------
Cal Partee, Jr.
/s/ W. C. Partee Director November 9, 1994
-----------------------------
W. C. Partee
/s/ Chesley Pruet Director November 9, 1994
-----------------------------
Chesley Pruet
</TABLE>
6
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ John D. Trimble, Jr. Director November 9, 1994
-----------------------------
John D. Trimble, Jr.
/s/ Ralph C. Weiser Director November 9, 1994
-----------------------------
Ralph C. Weiser
/s/ David M. Yocum, Jr. Director November 9, 1994
-----------------------------
David M. Yocum, Jr.
</TABLE>
7
<PAGE> 8
As filed with the Securities and Exchange Commission on November 9, 1994
Registration No. ______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------------
FIRST UNITED BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
<PAGE> 9
================================================================================
FIRST UNITED BANCSHARES, INC.
FORM S-8 REGISTRATION STATEMENT
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
----------- ----------------------
5 Opinion of Ivester, Skinner & Camp, P.A.
23(a) Consent of Arthur Andersen LLP, independent
accountants
23(b) Consent of Martin and Company, certified public
accountants
23(c) Consent of Ivester, Skinner & Camp, P.A.
(included as part of Exhibit 5)
24 Power of Attorney (include as part of Signature
Page)
99 First United Bancshares, Inc. 1994 Equity
Participation Plan
<PAGE> 1
EXHIBIT 5
November 8, 1994
First United Bancshares, Inc.
Main and Washington Streets
El Dorado, Arkansas 71730
RE: First United Bancshares, Inc. Form S-8 Registration Statement -
First United Bancshares, Inc. 1994 Equity Participation Plan
Ladies and Gentlemen:
We have acted as counsel for First United Bancshares, Inc. (the
"Company") in connection with the Registration on Form S-8 under the Securities
Act of 1933, as amended, of 100,000 shares of the Company's Common Stock, $1.00
par value, to be issued pursuant to the Company's 1994 Equity Participation
Plan.
It is our opinion that the Common Stock has been duly and validly
authorized by the Company and, when issued, and when the certificates
representing the shares are duly executed and delivered to holders, will be
validly and legally issued, fully paid and non-assessable shares of the
Company's Common Stock.
We hereby consent to the use of this opinion as an Exhibit to the
referenced Registration Statement.
Very truly yours,
IVESTER, SKINNER & CAMP, P.A.
/s/ IVESTER, SKINNER & CAMP, P.A.
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accounts, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 filed for the First United
Bancshares, Inc. 1994 Equity Participation Plan of our report dated September
27, 1994 on the supplemental consolidated financial statements of First United
Bancshares, Inc. as of December 31, 1993 and 1992 and for each of the years in
the three-year period ended December 31, 1993 included in First United
Bancshares, Inc.'s Form 8-K dated October 18, 1994 and our report dated January
18, 1994 included in the First United Bancshares, Inc.'s Form 10-K for the year
ended December 31, 1993 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New Orleans, Louisiana
November 8, 1994
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 filed for the First United
Bancshares, Inc. 1994 Equity Participation Plan of our report dated January 28,
1994 on the supplemental consolidated financial statements of InvestArk
Bankshares, Inc. as of December 31, 1993 and 1992 and for each of the years in
the three-year period ended December 31, 1993 included in First United
Bancshares, Inc.'s Form 8-K dated October 18, 1994 and our report dated January
28, 1994 included in the First United Bancshares, Inc.'s Form 8-K filed on June
16, 1994 and as amended on August 12, 1994 and to all references to our Firm
included in this registration statement.
/s/ Martin & Company
Martin & Company
Little Rock, Arkansas
November 8, 1994
12
<PAGE> 1
EXHIBIT 99
FIRST UNITED BANCSHARES, INC.
1994 EQUITY PARTICIPATION PLAN
SECTION 1
PURPOSE
1.1 PURPOSE. The purpose of this Equity Participation Plan (the "Plan")
is to give officers and executive personnel ('Key Employees') of First United
Bancshares, Inc., an Arkansas corporation (the 'Company'), and corporations
with respect to which the Company directly or indirectly controls 50% or more
of the combined voting power ('Subsidiaries'), an opportunity to acquire shares
of the Common Stock of the Company, $1.00 par value ('Common Stock'), to
provide an incentive for Key Employees to continue to promote the best
interests of the Company and enhance its long-term performance, and to provide
an incentive for Key Employees to join or remain with the Company and its
Subsidiaries.
SECTION 2
ADMINISTRATION
2.1 BOARD OF DIRECTORS. The Plan shall be administered by the Board of
Directors of the Company (the 'Board'), which, to the extent it shall
determine, may delegate its powers with respect to the administration of the
Plan (except its powers under Section 12.3) to a committee (the 'Committee')
appointed by the Board and composed of not less than three members of the
Board. If the Board chooses to appoint a Committee, references hereinafter to
the Board (except in Section 13.3) shall be deemed to refer to the Committee.
Notwithstanding the preceding provisions of this Section 2.1, no
member of the Board may exercise discretion with respect to, or participate in,
the administration of the Plan if, at any time within one year prior to such
exercise of discretion or participation, he or she has received stock, stock
options, stock appreciation rights or any other derivative security (as defined
under appropriate provisions of the Securities Exchange Act of 1934) pursuant
to the Plan or any other plan of the Company or Subsidiary as to which any
discretion by such Board members is exercised.
2.2 Powers. In accordance with the express provisions of the Plan, the
Board shall determine:
(i) the Key Employees to whom awards hereunder shall be
granted,
(ii) the time or times at which such awards shall be
granted,
(iii) the form and amounts of the awards, and
(iv) the limitations, restrictions and conditions
applicable to any such award.
In making such determinations, the Board may take into account the
nature of the services rendered by such Key Employees, or classes of Key
Employees, their present and potential contributions to the Company's and
Subsidiaries' success and such other factors as the Board in its sole
discretion shall deem relevant.
2.3 INTERPRETATION. Subject to the express provisions of the Plan, the
Board may interpret the Plan, prescribe, amend and rescind rules and
regulations relating to it, determine the terms and provisions of the
respective awards and make all other determinations it deems necessary or
advisable for the administration of the Plan.
2.4 DETERMINATIONS. The determinations of the Board on all matters
regarding the Plan shall be conclusive. A member of the Board shall only be
liable for any action taken or determination made in bad faith.
2.5 NONUNIFORM DETERMINATIONS. The Board's determinations under the
Plan, including without limitations, determinations as to the persons to
receive awards, the terms and provisions of such awards and the agreements
evidencing the same, need not be uniform and may be made by it selectively
among persons who receive or are eligible to receive awards under the Plan,
whether or not such persons are similarly situated.
SECTION 3
<PAGE> 2
AWARDS UNDER THE PLAN
3.1 FORM. In the sole discretion of the Board, awards (hereinafter,
collectively, 'Equity Participation Awards') under the Plan may be granted in
any or all of the following forms:
(i) Incentive Stock Options, as described in Section 4,
(ii) Nonstatutory Stock Options, as described in
Section 5,
(iii) Restricted Stock Options, as described in
6, and
(iv) Stock Appreciation Rights, as described in Section
7.
3.2 MAXIMUM LIMITATIONS. The aggregate number of shares of Common
Stock available for grant under the Plan is 100,000, subject to adjustment
pursuant to Section 3.3. Shares of Common Stock issued pursuant to the Plan
may be either authorized but unissued shares or shares now or hereafter held in
the treasury of the Company. In the event that, prior to the end of the period
during which any Equity Participation Awards may be granted under the Plan, any
Equity Participation Awards under the Plan expire unexercised or are
terminated, surrendered or canceled without being exercised, in whole or in
part, for any reason, the number of shares theretofore subject to such Equity
Participation Awards, or the unexercised, terminated, forfeited or unearned
portion thereof, shall be added to the remaining number of shares of Common
Stock available for grant as Equity Participation Awards under the Plan. Such
Equity Participation Awards shall be available for a grant to a future or
former holder of such Equity Participation Awards, upon such terms and
conditions as the Board shall determine (and which may be more or less
favorable than those applicable to any Equity Participation Award previously
awarded).
3.3 ADJUSTMENT PROVISIONS. The aggregate number of shares of Common
Stock with respect to which Equity Participation Awards may be granted, the
aggregate number of shares of Common Stock subject to each outstanding Equity
Participation Award, and the option or other price per share of each such
Equity Participation Award, may all be appropriately adjusted as the Board may
determine for any increase or decrease in the number of shares of issued Common
Stock resulting from a subdivision or consolidation of shares, whether through
reorganization, recapitalization, stock split-up, stock distribution or
combination of shares, or the payment of a share dividend or other increase or
decrease in the number of such shares outstanding effected without receipt of
consideration by the Company. Adjustments under this Section 3 shall be made
according to the sole discretion of the Board, and its decision shall be
binding and conclusive.
SECTION 4
INCENTIVE STOCK OPTIONS
4.1 INCENTIVE STOCK OPTIONS. Incentive Stock Options may be granted
under the Plan for the purchase of shares of Common it is intended that
Incentive Stock Options granted under the Plan shall constitute Incentive Stock
Options within the meaning of Section 422 of the Internal Revenue Code
('Code'). Incentive Stock Options may be granted under the Plan for the
purchase of shares of Common Stock. Incentive Stock Options shall be in such
form and upon such conditions as the Board shall from time to time determine,
subject to the specific provisions in this Section 4 and other provisions of
the Plan.
4.2 OPTION PRICE. The option price of each Incentive Stock Option
shall be equal, on the date of the grant, to at least 100% of the fair market
value of the Common Stock subject to such Incentive Stock Option. Fair market
value shall be determined in accordance with Section 12.9.
4.3 TERM OF INCENTIVE STOCK OPTIONS. Each Incentive Stock Option shall
become exercisable at the time, and for the number of shares of Common Stock,
fixed by the Board in the Incentive Stock Option Agreement. However, no
Incentive Stock Option shall be exercisable prior to the date one year, or
after the date ten years, from the date such Incentive Stock Option is granted.
4.4 VESTING OF INCENTIVE STOCK OPTIONS. Unless otherwise provided in
the Incentive Stock Option Agreement, a Plan participant's right to any number
of shares of Common Stock granted under the Plan through Incentive Stock
Options shall vest cumulatively over a 4-year period as follows:
2
<PAGE> 3
(i) 25% become vested on the first anniversary date of the
grant;
(ii) 50% become vested on the second anniversary date of the
grant;
(iii) 75% become vested on the third anniversary date of the
grant; and
(iv) 100% become vested on the fourth anniversary date of the
grant.
4.5 LIMITATION ON AMOUNTS. The aggregate fair market value of the
Common Stock with respect to which Incentive Stock Options are exercisable for
the first time by a Key Employee during any calendar year (under this Plan or
any other similar plan of the Company or any Subsidiary) shall not exceed
$100,000. Such determination of aggregate fair market value with respect to
each Incentive Stock Option shall be made at the time such Incentive Stock
Option is granted.
4.6 TEN PERCENT SHAREHOLDER. Notwithstanding any other provision
herein contained, no Key Employee may receive an Incentive Stock Option under
the Plan if such Key Employee, at the time the award is granted, owns (as
defined in Section 424(d) of the Code), stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company, or any
Subsidiary, unless the option price for such Incentive Stock Option is at least
110% of the fair market value of the Common Stock subject to such Incentive
Stock Option on the date of grant and such Option is not exercisable after the
date ten years from the date such Option is granted.
4.7 EXERCISE. lncentive Stock Options shall be subject to such terms
and conditions, shall be exercisable at such time or times, and shall be
evidenced by such form of written option agreement ('Incentive Stock Option
Agreement') between the Plan participant and the Company, as the Board shall
determine; provided, that such determinations shall not be inconsistent with
the provisions of the Plan or with Section 422 of the Code or regulations
thereunder. Incentive Stock Option Agreements need not be identical.
4.8 MANNER OF EXERCISE OF OPTIONS AND PAYMENT FOR COMMON STOCK.
Incentive Stock Options may be exercised by a Plan participant by giving
written notice to the Secretary of the Company stating the number of shares of
Common Stock with respect to which the Incentive Stock Option is being
exercised and tendering payment therefor. At the time that an Incentive Stock
Option granted under the Plan is exercised, payment for the Common Stock
issuable thereupon shall be made in full in cash or by certified check or, if
the Board in its discretion agrees to accept, in shares of Common Stock of the
Company. If shares of Common Stock of the Company are accepted as payment, the
number of shares paid for each share of Common Stock subject to the Incentive
Stock Option being exercised shall be determined by dividing the Incentive
Stock Option grant price by the fair market value per share of the Common Stock
on the date of exercise. Fair market value shall be determined in accordance
with Section 12.9.
As soon as reasonably possible following such exercise, a
certificate representing shares of Common Stock purchased, registered in the
name of the Plan participant shall be delivered to the Plan participant.
SECTION 5
NONSTATUTORY STOCK OPTIONS
5.1 NONSTATUTORY STOCK OPTIONS. Nonstatutory Stock Options may be
granted under the Plan for the purchase of shares of Common Stock. Nonstatutory
Stock Options shall be in such form and upon such terms and conditions as the
Board shall from time to time determine, subject to the specific provisions of
this Section 5. Nonstatutory Stock Options are not intended to qualify under
Section 422 of the Code.
5.2 OPTION PRICE. The per share exercise price of each Nonstatutory
Stock Option shall be fixed by the Board in the Nonstatutory Stock Option
Agreement, but shall be equal, on the date of grant, to not less than 95% of
the fair market value of the Common Stock subject to such Nonstatutory Stock
Option. Fair market value shall be determined in accordance with Section 12.9.
5.3 TERM OF NONSTATUTORY STOCK OPTIONS. Each Nonstatutory Stock Option
shall become exercisable at the time, and for the number of shares of Common
Stock, fixed by the Board in the Nonstatutory Stock Option Agreement.
However, no Nonstatutory Stock Option shall be exercisable prior to the date
one year, or after the date ten years, from the date such Nonstatutory Stock
Option is granted.
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5.4 VESTING OF NONSTATUTORY STOCK OPTIONS. Unless otherwise provided
in the Nonstatutory Stock Option Agreement, a Plan participant's right to any
number of shares of Common Stock granted under the Plan through Nonstatutory
Stock Options shall vest cumulatively over a 4-year period as follows:
(i) 25% become vested on the first anniversary date of the
grant;
(ii) 50% become vested on the second anniversary date of the
grant;
(iii) 75% become vested on the third anniversary date of the
grant; and
(iv) 100% become vested on the fourth anniversary date of the
grant.
5.5 EXERCISE. Nonstatutory Stock Options shall be subject to such
terms and conditions, shall be exercisable at such time or times, and shall be
evidenced by such form of written option agreement ("Nonstatutory Stock Option
Agreement') between the Plan participant and the Company, as the Board shall
determine; provided, that such determinations shall not be inconsistent with
provisions of the Plan. Nonqualified Stock Option Agreements need not be
identical.
5.6 MANNER OF EXERCISE OF OPTIONS AND PAYMENT FOR COMMON STOCK.
Nonstatutory Stock Options may be exercised by a Plan participant by giving
written notice, to the Secretary of the Company stating the number of shares of
Common Stock with respect to which the Nonstatutory Stock Option is being
exercised and tendering payment therefor. At the time that a Nonstatutory
Stock Option granted under the Plan is exercised, payment for the Common Stock
issuable thereupon shall be made in full in cash or by certified check or, if
the Board in its discretion agrees to accept, in shares of Common Stock of the
Company. If shares of Common Stock of the Company are accepted as payment, the
number of shares paid for each share of Common Stock subject to the
Nonstatutory Stock Option being exercised shall be determined by dividing the
Nonstatutory Stock Option grant price by the fair market value per share of the
Common Stock on the date of exercise. Fair market value shall be determined in
accordance with Section 12.9.
As soon as reasonably possible following such exercise, a
certificate representing shares of Common Stock purchased, registered in the
name of the optionee shall be delivered to the Plan participant.
SECTION 6
RESTRICTED STOCK OPTIONS
6.1 RESTRICTED STOCK OPTIONS. Restricted Stock Options may be granted
under the Plan which provide a Plan participant the right to acquire a stated
number of shares of Common Stock without payment. The award of Restricted
Stock Options shall be in such form and upon such terms and conditions as the
Board shall from time to time determine, subject to the specific provisions of
this Section 6 and other provisions of the Plan.
6.2 EXERCISE PRICE. The per share exercise price of each Restricted
Stock Option shall be fixed by the Board in the Restricted Stock Option
Agreement. However, unless otherwise modified in such Restricted Stock Option
Agreement, the per share exercise price shall be equal, on the date of the
grant, to 0% of the fair market value of the Common Stock subject to such
Restricted Stock Option.
6.3 TERM OF RESTRICTED STOCK OPTIONS. Each Restricted Stock Option
shall become exercisable at the time, and for the number of shares of Common
Stock, fixed by the Board in the Restricted Stock Option Agreement. However,
no Restricted Stock Option shall be exercisable prior to the date five years,
or after the date ten years, from the date such Restricted Stock Option is
granted.
6.4 VESTING OF RESTRICTED STOCK OPTIONS. Unless otherwise provided in
the Restricted Stock Option Agreement, a Plan participant's right to any number
of shares of Common Stock granted pursuant to a such Restricted Stock Option
Agreement shall vest 100% on the fifth anniversary date of the grant.
6.5 EXERCISE. Restricted Stock Options shall be subject to such terms
and conditions, shall be exercisable at such time or times, and shall be
evidenced by such form of written option agreement ("Restricted Stock Option
Agreement") between the Key Employee and the Company, as the Board shall
determine; provided, that such determinations are not inconsistent with
provisions of the Plan. Restricted Stock Option Agreements need not be
identical.
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SECTION 7
STOCK APPRECIATION RIGHTS
7.1 STOCK APPRECIATION RIGHTS. If deemed by the Board to be in the
best interests of the Company, any Incentive Stock Option or Nonstatutory Stock
Option granted under the Plan may include a stock appreciation right ("Stock
Appreciation Right"), either at the time of the grant or thereafter while the
Incentive Stock Option or Nonstatutory Stock Option is outstanding.
7.2 TERMS OF RIGHTS. Each Stock Appreciation Right shall relate to a
specific Incentive Stock Option or Nonstatutory Stock Option under the Plan,
and shall be awarded to a Participant concurrently with the grant of such
Option, or at such later date as may be deemed appropriate by the Board. The
Company shall have sole discretion to grant up to two Stock Appreciation Rights
for every three shares of Common Stock subject to any Incentive Stock Option or
Nonstatutory Stock Option granted under the Plan.
7.3 VESTING OF STOCK APPRECIATION RIGHTS. Unless otherwise provided in
the Stock Appreciation Right Agreement, a Plan participant's right to exercise
any number of Stock Appreciation Rights granted under the Plan shall vest in
accordance with the same vesting schedule applicable to the Incentive Stock
Option or Nonstatutory Stock Option to which the Stock Appreciation Right
relates.
7.4 EXERCISE. Stock Appreciation Rights shall be subject to such terms
and conditions, shall be exercisable at such time or times, and shall be
evidenced by such form of written agreement ("Stock Appreciation Right
Agreement") between the Key Employee and the Company, as the Board shall
determine; provided, that such determinations shall not be inconsistent with
provisions of the Plan. Stock Appreciation Right Agreements need not be
identical.
7.5 MANNER OF EXERCISE. A Plan participant shall exercise a Stock
Appreciation Right by giving written notice of such exercise to the Company.
The date upon which such written notice is received by the Company shall be the
exercise date for the Stock Appreciation Right.
Unless otherwise provided in the Stock Appreciation Right
Agreement, a Plan participant may exercise a Stock Appreciation Right for cash
only in conjunction with the exercise of the Incentive Stock Option or
Nonstatutory Stock Option to which the Stock Appreciation Right relates. Stock
Appreciation Rights may be exercised only at such times and by such persons as
may exercise the Options to which such Stock Appreciation Rights relate.
7.6 PAYMENT. Each Stock Appreciation Right shall entitle a participant
to the following amount of payment: the excess of the fair market value of a
share of Common Stock on the exercise date over the option price per share of
Common Stock subject to the related Incentive Stock Option or Nonstatutory
Stock Option. Fair market value shall be determined in accordance with Section
12.9 of the Plan.
The total payment to be made to a Plan participant upon the
exercise of a Stock Appreciation Right shall be equal to the number of Stock
Appreciation Rights being exercised, multiplied by the amount of payment per
Right determined under this Section 7.6. The payment to be made to a Plan
participant upon the exercise of a Stock Appreciation Right shall be made in
cash or by check within a reasonable period of time following the exercise of
such Stock Appreciation Right.
SECTION 8
CHANGE IN CONTROL
8.1 CHANGE IN CONTROL. Notwithstanding the vesting schedules found in
Sections 4.4, 5.4,6.4 and 7.3 of the Plan, should a Change in Control of the
Company be anticipated, not less than ten days prior to such Change in Control,
each participant under the plan shall immediately become one hundred percent
(100%) vested in any Equity Participation Award granted to him or her under the
Plan. For these purposes, the term "Change in Control"
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shall apply if the Company, or any Subsidiary at which the Plan participant is
employed, is merged with or acquired by another financial institution, or
undergoes any other change in its corporate structure as follows:
(i) any "person", including a"group" as determined in accordance
with Section 13(d)(3) of the Securities Exchange Act of 1934
(the "Exchange Act"), but excluding a retirement plan
qualified under Section 401 of the Internal Revenue Code
(and excluding the Company), is or becomes the beneficial
owner, directly or indirectly, of Common Stock representing
51% or more of the combined voting power of the Company's
then outstanding voting stock, or of the outstanding voting
stock of any Subsidiary at which a Plan participant is
employed;
(ii) as a result of, or in connection with, any tender offer or
exchange offer, merger or other business combination, sale
of assets or contested election, or any combination of the
foregoing transactions (a "Transaction"), the persons who
were directors of the Company before the Transaction shall
cease to constitute a majority of the Board of Directors of
the Company or any successor to the Company;
(iii) the Company (or any Subsidiary at which a Plan participant
is employed) is merged or consolidated with another
Corporation and, as a result of the merger or consolidation,
less than 80% of the outstanding voting stock of the
surviving or resulting Corporation shall then be owned in
the aggregate by the former stockholders of the Company (or
by stockholders of any Subsidiary at which a Plan
participant is employed), excluding stockholders who are (a)
a party to the merger or consolidation within the meaning of
the Exchange Act, or (b) an affiliate of such party;
(iv) a tender offer or exchange offer is made and consummated for
the ownership of securities of the Company (or any
Subsidiary at which the a Plan participant is employed)
representing 51% or more of the combined voting power of the
Company's (or the Subsidiary which the Key Employee is
employed) then outstanding voting stock; or
(v) the Company (or any Subsidiary at which a Plan participant
is employed) transfers substantially all of its assets to
another corporation which is not a Subsidiary of the
Company.
SECTION 9
TRANSFERABILITY
9.1 TRANSFERABILITY. No Equity Participation Award may be transferred,
assigned, pledged or hypothecated (whether by operation of law or otherwise),
except as provided by will or the applicable laws of descent or distribution,
and any such levy or attachment or similar process upon the Equity
Participation Award not specifically permitted herein shall be null and void
and without effect. An Equity Participation Award may be exercised only by a
Plan participant during his or her lifetime, or by his or her estate or the
person who acquires the right to exercise such Equity Participation Award upon
his or her death by bequest or inheritance.
SECTION 10
EXPIRATION OF AWARDS
10.1 EXPIRATION OF AWARDS. Upon a Change in Control of the Company in
accordance with Section 8.1, each Equity Participation Award granted hereunder
shall expire as of the effective date of such Change in Control.
SECTION 11
TERMINATION OF EMPLOYMENT
11.1 TERMINATION OF EMPLOYMENT. Except as otherwise provided in this
Section 11, if a Plan participant ceases to be employed by the Company or any
Subsidiary, any rights to the nonvested portion of his or her Equity
Participation Awards shall terminate immediately. If, however, a Participant's
cessation of employment with the Company or any Subsidiary is due to his or her
age 65 retirement, or retirement prior to age 65 with the consent of
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the Company, then the Equity Participation Awards then granted to such Plan
participant shall become 100% vested and nonforfeitable.
Following the date of cessation of employment, the Plan participant
may at any time within 120 days exercise the vested portion of his or her
Equity Participation Awards to the extent that he or she was entitled to
exercise them on the date of cessation of employment Should a Plan participant
die within this 120 day period, the exercise of such Equity Participation
Awards may be made within the 120 days period by the executors or
administrators, or legatees or heirs, of the Plan participant's estate. In no
event, however, shall any Equity Participation Award be exercisable more than
10 years from the date it was granted.
11.2 TERMINATION DUE TO DISABILITY. If a Plan participant's cessation
of employment with the Company or any Subsidiary is due to total disability (as
defined for Social Security purposes), then any Equity Participation Awards
granted to the Plan participant shall become 100% vested and nonforfeitable.
Following the date of cessation of employment due to total disability, the Plan
participant may at any time within 12 months exercise such Equity Participation
Awards to the extent that the Plan participant was entitled to exercise them on
the date of cessation of employment. However, in no event shall any Equity
Participation Award be exercisable more than 10 years from the date it was
granted.
11.3 DEATH PRIOR TO TERMINATION OF EMPLOYMENT. If a Plan participant
dies while employed by the Company or any Subsidiary without fully exercising
the Equity Participation Awards to which the Plan participant was entitled to
exercise, then the executors or administrators, or legatees or heirs, of the
Plan participant's estate shall have the right during the 12-month period
following the Plan participant's death to exercise such Equity Participation
Awards to the extent that such deceased Plan participant was entitled to
exercise them on the date of his or her death. However, in no event shall such
Equity Participation Awards be exercisable more than 10 years from the date
they were granted.
SECTION 12
MISCELLANEOUS
12.1 LEGAL AND OTHER REQUIREMENTS. The obligation of the Company to sell
and deliver Common Stock under the Plan shall be subject to all applicable
laws, regulations, rules and approvals, including, but not by way of
limitation, the effectiveness of a registration statement under the Securities
Act of 1933, if deemed necessary or appropriate by the Company. Certificates
for shares of Common Stock issued hereunder may be legended as the Board shall
deem appropriate.
12.2 NO OBLIGATION TO EXERCISE OPTIONS. The granting of any Equity
Participation Award shall impose no obligation upon a Plan participant to
exercise such Equity Participation Award.
12.3 TERMINATION AND AMENDMENT OF PLAN. The Board, without further
action on the part of the shareholders of the Company, may from time to time
alter, amend or suspend the Plan or any Equity Participation Award granted
hereunder or may at any time terminate the Plan, except that it may not,
without the approval of the shareholders of the Company:
(i) Materially increase the total number of shares of Common
Stock available for grant under the Plan (except as
provided in Section 3.3);
(ii) Materially modify the class of eligible employees under the
Plan;
(iii) Materially increase benefits to any Key Employee who is
subject to the restrictions of Section 16 of the Securities
Exchange Act of 1934; or
(iv) Effect a change relating to Incentive Stock Options granted
hereunder which is inconsistent with Section 422 of the
Code or regulations issued thereunder.
No action taken by the Board under this Section, either with or
without the approval of the shareholders of the Company, may materially or
adversely affect any outstanding Equity Participation Award without the
consent of the holder thereof.
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12.4 APPLICATION OF FUNDS. The proceeds received by the Company from
the sale of Common Stock pursuant to any Equity Participation Award will be
used for general corporate purposes.
12.5 WITHHOLDING TAXES. Upon the exercise of any Nonstatutory Stock
Option, Restricted Stock Option or Stock Appreciation Right, the Company shall
have the right to require the optionee to remit to the Company an amount
sufficient to satisfy a federal, state and local withholding tax requirements
prior to the delivery of any certificate or certificates for shares of Common
Stock. Such tax withholding requirements may be met through either a cash
payment by a Plan participant or through the relinquishment by a Plan
participant of Common Stock or cash payable to the Plan participant through
the, exercise of any Nonstatutory Stock Option, Restricted Stock Option or
Stock Appreciation Right.
In the event that a Plan participant disposes of any Common Stock
acquired by the exercise of an Incentive Stock Option within the 2-year period
following grant, or within the 1 -year period following exercise of the
Incentive Stock Option, then the Company shall have the right to require the
Plan participant to remit to the Company an amount sufficient to satisfy all
federal, state and local tax requirements as a condition to the registration of
the transfer of such Common Stock on its books.
Whenever under the Plan payments are to be made by, the Company in
cash or by check, such payments shall be net of any amounts sufficient to
satisfy all federal, state and local withholding tax requirements.
12.6 RIGHT TO TERMINATE EMPLOYMENT. Nothing in the Plan or any
agreement entered into pursuant to the Plan shall confer upon any Plan
participant the right to continue in the employment of the Company or any
Subsidiary or affect any right which the Company or any Subsidiary may have to
terminate the employment of such Plan participant.
12.7 RIGHTS AS A SHAREHOLDER. No Plan participant shall have any
right as a Company shareholder pursuant to any Equity Participation Award
granted unless and until certificates for shares of Common Stock are issued to
such Plan participant.
12.8 LEAVES OF ABSENCE AND DISABILITY. The Board shall be entitled to
make such rules, regulations and determinations as it deems appropriate under
the Plan with respect to any leave of absence taken by or disability of any
Plan participant. Without limiting the generality of the foregoing, the Board
shall be entitled to determine:(i) whether or not any such leave of absence
shall constitute a termination of employment within the meaning of the Plan,
and (ii) the impact, if any, of any such leave of absence or Equity
Participation Awards previously made to any Plan participant who takes such
leave of absence.
12.9 FAIR MARKET VALUE. Whenever the fair market value of Common Stock
is to be determined under the Plan as of a given date, such fair market value
shall be determined as follows:
(i) If the Common Stock is traded on the over-the-counter
market, the average of the mean between the bid and the
asked price for the Common Stock at the close of trading
for the 10 consecutive trading days immediately preceding
such given date;
(ii) If the Common Stock is listed on a national securities
exchange, the average of the closing prices of the Common
Stock on the Composite Tape for the 10 consecutive trading
days immediately preceding such given date; or
(iii) If the Common Stock is neither traded on the
over-the-counter market nor listed on a national securities
exchange, such value as the Board, in good faith, shall
determine. For such purposes, the Board may, in its sole
discretion, rely or make use of an outside appraisal
performed for purposes of an employee benefit plan
sponsored by the Company or any Subsidiary, or may make use
of those factors found in Revenue Ruling 59-60.
Notwithstanding this or any other provision of the Plan, no
determination made with respect to the fair market value of Common Stock
subject to an Incentive Stock Option shall be inconsistent with Section 422 of
the Code or regulations thereunder.
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12.10 NOTICES. Every direction, revocation or notice authorized or
required by the Plan shall be deemed delivered to the Company: (i) on the date
it is personally delivered to the Secretary of the Company at its principal
executive office, or (ii) three business days after it is sent by registered or
certified mall, postage prepaid, addressed to the Secretary at such office.
Every direction, revocation or notice authorized or required by the Plan and
delivered to a Plan participant shall be deemed delivered: (i) on the date it
is personally delivered to the Plan participant, or (ii) three business days
after it is sent by registered or certified mail, postage prepaid, addressed to
the Plan participant's address as shown on the records of the Company.
12.11 APPLICABLE LAW. All questions pertaining to the validity,
constructions and administration of the Plan and Equity Participation Awards
granted hereunder shall be determined in conformity with the laws of the State
of Arkansas, and, with respect to Incentive Stock Options, with Section 422 of
the Code and regulations thereunder.
12.12 ELIMINATION OF FRACTIONAL SHARES. If any provision of the Plan
requires the issuance of a stated number of shares of Common Stock, and the
computation of such number of shares results in fractional share, such number
of shares of Common Stock shall be rounded down to the next whole number.
12.13 STOCK RESTRICTION AGREEMENT. Notwithstanding anything to the
contrary contained in the Plan, the Company shall be under no obligation to
sell or deliver Common Stock under the Plan to a Plan participant unless such
Plan participant shall execute a stock restriction agreement with respect to
such Common Stock, substantially in the form of Exhibit A attached hereto.
SECTION 13
JUST CAUSE TERMINATION
13.1 JUST CAUSE TERMINATION. If a Plan participant is discharged for
Just Cause at any time, any Equity Participation Awards unexercised within 60
days prior to such date of termination shall be considered null and void with
neither the Plan participant nor any beneficiary or other individual acting
through such Plan participant having any claim or right to exercise such Equity
Participation Awards.
The term Just Cause includes, but is not limited to, theft, fraud,
embezzlement, willful misconduct causing significant property damage to the
Company (or any Subsidiary) or personal injury to a Company or Subsidiary
employee, or willful malfeasance or gross negligence in a manner of material
importance to the Company (or Subsidiary).
For purposes of determining Just Cause, an action (or inaction)
need not constitute an actual violation of law. In addition, the Company shall
have sole discretion in making its determination that an event constituting.
Just Cause has occurred, provided, however, that such determination must be
made in a reasonable and good faith manner. If the Company is of the opinion
that an event has occurred which constitutes Just Cause, the Company shall
provide the Plan participant written notice of its decision that an event
constituting Just Cause has occurred. The Plan participant shall then be
provided a period of 30 days (from the date of such notice) within which to
respond to such notice. After the lapse of such 30-day period, if the
Corporation still believes that an event constituting Just Cause has occurred,
then any unexercised Equity Participation Awards outstanding 30 days prior to
the original date of such Company notice shall become null and void in
accordance with the provisions of this Section 13.
SECTION 14
EFFECTIVE DATE AND TERM OF PLAN
14.1 EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on
the date of its approval by the Company's Board of Directors, subject to a
requirement that it be approved by the holders of a majority of the shares of
Common Stock of the Company by the earlier of: (i)the date twelve months after
the date of adoption by the Board, or (ii) the date of the next regular annual
shareholder's meeting of the Company following adoption by the Board. The Plan
shall be null and void and of no effect if the foregoing condition is not
fulfilled, and in such
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event, each Equity Participation Award granted hereunder shall, notwithstanding
any of the preceding provisions of the Plan, be null and void and of no effect.
No grant or award shall be made under the Plan more than 5 years
from the earlier of the date of adoption of the Plan by the Board or
shareholder approval hereof; provided, however, that any Equity Participation
Award granted under the Plan prior to such date shall remain in effect and be
subject to adjustment and amendment as herein provided until they have been
exercised or terminated in accordance with the terms of the respective grants
or awards and related agreements.
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Date of Adoption by Board: March 21, 1994
Date of Adoption by Company Shareholders: May 24, 1994
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FIRST UNITED BANCSHARES, INC.
EQUITY PARTICIPATION PLAN
EXHIBIT A
SHARE CERTIFICATE LEGEND
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY OR MAY NOT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"). SUCH
SECURITIES MAY THUS REPRESENT 'RESTRICTED SECURITIES' AS DEFINED UNDER THE ACT.
THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS; (A) THEY HAVE BEEN
REGISTERED UNDER SAID ACT, OR (B) THEY ARE SOLD OR TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF RULE 144.
12
