As filed with the Securities and Exchange Commission on February 18, 1998
Registration No. 333-40187
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
REGISTRATION STATEMENT ON FORM S-4
Under the Securities Act of 1933
F.N.B. CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1255406
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
ONE F.N.B. BOULEVARD
HERMITAGE, PA 16148
(Address of Principal (zip code)
Executive Offices)
WEST COAST BANK 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
WEST COAST BANK 1995 INCENTIVE STOCK OPTION PLAN
WEST COAST BANK OF SARASOTA NON-QUALIFIED STOCK OPTION PLAN OF 1988 AND
WEST COAST BANK OF SARASOTA STOCK OPTION PLAN OF 1988
(Full Title of Plans)
_____________________
PETER MORTENSEN
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
F.N.B. CORPORATION
ONE F.N.B. BOULEVARD
HERMITAGE, PA 16148
(Name and address of agent for service)
(724) 981-6000
(Telephone number, including area code, of agent for service)
___________________
This Post-Effective Amendment No. 1 covers shares of the Registrant's
Common Stock originally registered on the Registration Statement on Form S-4
to which this is an amendment. The registration fees in respect of such
shares of Common Stock were paid at the time of the original filing of the
Registration Statement on Form S-4 relating thereto.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
----------------------------------------------------
The documents constituting a Prospectus ("Prospectus") with respect to
this Post-Effective Amendment No.1 on Form S-8 to the Registration Statement on
Form S-4 of F.N.B. Corporation ("FNB" or the "Corporation") are kept on file
at the offices of the Corporation in accordance with Rule 428 promulgated
pursuant to the Securities Act of 1933, as amended (the "Securities Act").
The Corporation will provide without charge to participants in the West Coast
Bank 1995 Stock Option Plan for Non-Employee Directors, 1995 Incentive Stock
Plan, Non-Qualified Stock Option Plan of 1988 and the Stock Option Plan of
1988, on the written or oral request of any such person, a copy of any or all
of the documents constituting a prospectus. Written requests for such copies
should be directed to John D. Waters, Principal Financial and Accounting
Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, Pennsylvania
16148. Telephone requests may be directed to (724) 981-6000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Corporation with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement:
1. FNB's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
2. FNB's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997;
3. The Corporation's Current Report of Form 8-K filed January 24,
1997, March 5, 1997, April 22, 1997, July 22, 1997 and February 13,
1998, which included Consolidated Financial Statements and Supplemental
Consolidated Financial Statements for the years ended December 31, 1996,
1995, and 1994 with Report of Independent Auditors and Management's
Discussion and Analysis.
4. FNB's definitive Proxy Statement filed with the Commission
pursuant to Section 14 of the Securities Exchange Act of 1934, as
amended, (the "Exchange Act"), in connection with the Annual Meeting
of Shareholders of FNB held on April 23, 1997; and
5. The description of FNB's Common Stock, par value $2.00 per share
(the "Common Stock"), contained in FNB's Registration Statement filed
under Section 12 of the Exchange Act, including all amendments and
reports updating such description.
All documents subsequently filed by FNB with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
effectiveness of this Registration Statement, and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered by this Registration Statement have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration and shall be deemed to be a
part of this Registration Statement from the date of the filing of such
document.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements of F.N.B. at December 31, 1996 and
1995, and for each of the three years in the period ended December 31, 1996,
have been audited by Ernst & Young L.L.P., independent auditors, as set forth
in their report thereon, included in F.N.B.'s current report on Form 8-K
dated July 22, 1997, and incorporated herein by reference, which is based in
part on the reports of Hill, Barth & King, Inc., independent auditors who
audited Southwest Banks, Inc., and Coopers & Lybrand L.L.P., independent
auditors who audited West Coast Bancorp, Inc.
The supplemental consolidated financial statements of FNB at December 31,
1996 and 1995, and for each of the three years in the period ended December
31, 1996, have been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon, included in FNB's current report on Form 8-K
dated February 13, 1998, and incorporated herein by reference, which is based
in part on the reports of Hill, Barth & King, Inc. independent auditors who
audited Southwest Banks, Inc., and Coopers & Lybrand L.L.P., independent
auditors who audited West Coast Bancorp, Inc.
The financial statements referred to above are included in reliance upon
such reports given on the authority of such firms as experts in accounting and
auditing.
The legality of the securities offered hereby will be passed upon by Cohen
& Grigsby, P.C., Pittsburgh, Pennsylvania, counsel to FNB.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The effect of charter, by-law, statutory and other provisions whereby the
directors and officers of FNB may be insured or indemnified against liability
as officers and directors are set out below:
Article IX of the Bylaws of the Corporation provides that the Corporation
shall indemnify each director and officer of the Corporation and of its
controlled subsidiaries made or threatened to be made a party to any civil,
criminal, administrative or investigative action, suit or proceeding (whether
brought by or in the name of the Corporation or otherwise) arising out of
such director's or officer's service to the Corporation or to another
organization at the Corporation's request against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such director and officer in connection with such
action, suit or proceeding. Indemnification shall not be made with respect
to actions, suits or proceedings where the act or omission giving rise to the
claim for indemnification has been determined to have constituted willful
misconduct or recklessness or where prohibited by law. In addition, expenses
incurred by each director and officer in defending any such action, suit or
proceeding, shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding if an undertaking (in form and scope
satisfactory to the Corporation) shall have been furnished to the Corporation
to repay amounts so advanced if and to the extent it shall ultimately be
determined that such officer or director is not entitled to indemnification
and certain other conditions shall have been satisfied. The Corporation may
purchase and maintain insurance, create a fund of any nature, grant a security
interest or otherwise secure or insure in any manner its indemnification
obligations.
Section 1741 of the Pennsylvania Business Corporation Law provides that a
corporation shall (subject to the provisions described in the second succeeding
paragraph) have the power to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action
or proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation), by reason of the fact
that such person is or was a representative of the corporation, or is or was
serving at the request of the corporation as a representative of another
domestic or foreign corporation for profit or not-for-profit, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with the action or
proceeding 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
and, with respect to any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful.
The termination of any action or proceeding by judgment, order, settlement
or conviction, or upon a plea of nolo contendere or its equivalent shall not
of itself create a presumption that such person did not act in good faith and
in a manner which he reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal proceeding,
had reasonable cause to believe that his conduct was unlawful.
<PAGE>
Section 1742 of the Pennsylvania Business Corporation Law provides that a
corporation shall (subject to the provisions described in the succeeding
paragraph) have the power to indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
action by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that such person is or was a representative of
the corporation, or is or was serving at the request of the corporation as
a representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of the action 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 shall
not be made in respect of any claim, issue or matter as to which such person
has been adjudged to be liable to the corporation unless and only to the extent
that the court of common pleas of the county in which the registered office of
the corporation is located or the court in which the action was brought
determines upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses that the court of common pleas or
other court deems proper.
Under Section 1744 of the Pennsylvania Business Corporation Law, any such
indemnification (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the representative is proper in the circumstances because
such person has met the applicable standard of conduct. Such determination
shall be made:
(1) By the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to the action or proceeding; or
(2) If such quorum is not obtainable or, even if obtainable a majority
vote of a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion; or
(3) By the shareholders.
Notwithstanding the above, Section 1743 provides that to the extent that a
representative of the corporation has been successful on the merits or otherwise
in defense of any action or proceeding referred to above, or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
Under Section 1745 of the Pennsylvania Business Corporation Law, expenses
(including attorneys' fees) incurred in defending any action or proceeding
may be paid by the corporation in advance of the final disposition of the
action or proceeding upon receipt of an undertaking by or on behalf of the
representative to repay such amount if it is ultimately determined that such
person is not entitled to be indemnified by the corporation.
Section 1746 of the Pennsylvania Business Corporation Law further provides
that the indemnification provided by Sections 1741, 1742 and 1743 and the
advancement of expenses provided by Section 1745 shall not be deemed exclusive
of any other rights to which a person seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of shareholders,
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding that office. A
corporation may create a fund of any nature, which may, but need not be,
under the control of a trustee, or otherwise secure or insure in any manner
its indemnification obligations, whether arising under or pursuant to Section
1746 or otherwise. Indemnification pursuant to Section 1746 shall not be
made in any case where the act or failure to act giving rise to the claim
for indemnification is determined by a court to have constituted willful
misconduct or recklessness.
Indemnification pursuant to Section 1746 under any bylaw, agreement, vote of
shareholders, or directors or otherwise may be granted for any action taken or
any failure to take any action and may be made whether or not the corporation
would have the power to indemnify the person under any other provision of law
except as provided in such Section 1746 and whether or not the indemnified
liability arises or arose from any threatened, pending or completed action
by or in the right of the corporation. Section 1746 declares such
indemnification to be consistent with the public policy of Pennsylvania.
<PAGE>
The foregoing is only a general summary of certain aspects of Pennsylvania
law dealing with the indemnification of directors and officers and does not
purport to be complete. It is qualified in its entirety by reference to the
relevant statutes which contain detailed specific provisions regarding the
circumstances under which and the person for whose benefit indemnification shall
or may be made and accordingly are incorporated herein by reference.
ITEM 8. EXHIBITS.
5.1 Opinion of Cohen & Grigsby, P.C. regarding legality of the
securities *
23.1 Consent of Ernst & Young LLP
23.2 Consent of Hill, Barth & King, Inc.
23.3 Consent of Coopers & Lybrand L.L.P.
23.4 Consent of Cohen & Grigsby, P.C., (included in opinion
filed as Exhibit 5.1.) *
24.1 Power of Attorney *
99.1 West Coast Bank 1995 Stock Option Plan for Non-Employee
Directors
99.2 West Coast Bank 1995 Incentive Stock Plan
99.3 West Coast Bank of Sarasota Non-Qualified Stock Option
Plan of 1988
99.4 West Coast Bank of Sarasota Stock Option Plan of 1988
* Previously filed as an exhibit to the Corporation's Registration Statement on
Form S-4 to which this is a Post-Effective Amendment No.1.
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offering undertaking:
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, represents 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;
<PAGE>
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Corporation pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each 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) Filings Incorporating Subsequent Exchange Act Documents by Reference
undertaking:
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Corporation'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.
(c) Filing of Registration Statement on Form S-8 undertaking:
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 whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Corporation
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 Hermitage, Commonwealth of Pennsylvania, on
February 18, 1998.
F.N.B. CORPORATION
By /s/ Peter Mortensen
------------------------------------
Peter Mortensen, Chairman, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Peter Mortensen, John D. Waters and William J.
Rundorff, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done, as fully and to all intents and purposes as he might do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents
or either of them, or their or his substitutes, may lawfully do or cause to be
done by virtue thereof.
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.
/s/ Peter Mortensen Chairman, President, Chief February 18, 1998
- --------------------------- Executive Officer and Director
Peter Mortensen (Principal Executive Officer)
/s/ Stephen J. Gurgovits Vice Chairman and Director February 18, 1998
- ---------------------------
Stephen J. Gurgovits
/s/ Gary L. Tice President, Chief Operating February 18, 1998
- --------------------------- Officer and Director
Gary L. Tice
/s/ William J. Rundorff Executive Vice President February 18, 1998
- ---------------------------
William J. Rundorff
/s/ John D. Waters Vice President and Chief February 18, 1998
- --------------------------- Financial Officer (Principal
John D. Waters Financial and Accounting Officer)
<PAGE>
/s/ W. Richard Blackwood Director February 18, 1998
- ---------------------------
W. Richard Blackwood
/s/ William B. Campbell Director February 18, 1998
- ---------------------------
William B. Campbell
/s/ Charles T. Cricks Director February 18, 1998
- ---------------------------
Charles T. Cricks
/s/ Henry M. Ekker Director February 18, 1998
- ---------------------------
Henry M. Ekker, Esq.
/s/ Thomas C. Elliot Director February 18, 1998
- ---------------------------
Thomas C. Elliott
/s/ Thomas W. Hodge Director February 18, 1998
- ---------------------------
Thomas W. Hodge
/s/ James S. Lindsey Director February 18, 1998
- ---------------------------
James S. Lindsey
/s/ Paul P. Lynch Director February 18, 1998
- ---------------------------
Paul P. Lynch
/s/ Edward J. Mace Director February 18, 1998
- ---------------------------
Edward J. Mace
/s/ James B. Miller Director February 18, 1998
- ---------------------------
James B. Miller
/s/ Robert S. Moss Director February 18, 1998
- ---------------------------
Robert S. Moss
/s/ Richard C. Myers Director February 18, 1998
- ---------------------------
Richard C. Myers
/s/ John R. Perkins Director February 18, 1998
- ---------------------------
John R. Perkins
<PAGE>
/s/ William A. Quinn Director February 18, 1998
- ---------------------------
William A. Quinn
/s/ George A. Seeds, Jr. Director February 18, 1998
- ---------------------------
George A. Seeds, Jr.
/s/ William J. Strimbu Director February 18, 1998
- ---------------------------
William J. Strimbu
/s/ Archie O. Wallace Director February 18, 1998
- ---------------------------
Archie O. Wallace
/s/ Joseph M. Walton Director February 18, 1998
- ---------------------------
Joseph M. Walton
/s/ James T. Weller Director February 18, 1998
- ---------------------------
James T. Weller
/s/ Eric J. Werner Director February 18, 1998
- ---------------------------
Eric J. Werner
/s/ R. Benjamin Wiley Director February 18, 1998
- ---------------------------
R. Benjamin Wiley
/s/ Donna C. Winner Director February 18, 1998
- ---------------------------
Donna C. Winner
<PAGE>
EXHIBIT INDEX
5.1 Opinion of Cohen & Grigsby, P.C. regarding
legality of the securities *
23.1 Consent of Ernst & Young LLP
23.2 Consent of Hill, Barth & King, Inc.
23.3 Consent of Coopers & Lybrand L.L.P.
23.4 Consent of Cohen & Grigsby, P.C., included in
opinion filed as Exhibit 5.1 *
24.1 Power of Attorney *
99.1 West Coast Bank 1995 Stock Option Plan For Non-Employee Directors
99.2 West Coast Bank 1995 Incentive Stock Plan
99.3 West Coast Bank of Sarasota Non-Qualified Stock Option Plan of 1988
99.4 West Coast Bank of Sarasota Stock Option Plan of 1988
* Previously filed as an exhibit to the Corporation's Registration Statement on
Form S-4 to which this is Post-Effective Amendment No.1.
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the Post
Effective Amendment No.1 on Form S-8 to the Registration Statement on Form S-4
(No. 333-40187) of F.N.B. Corporation pertaining to the West Coast Bank 1995
Stock Option Plan for Non-Employee Directors, West Coast Bank 1995 Incentive
Stock Plan, West Coast Bank of Sarasota Non-Qualified Stock Option Plan of 1988
and the West Coast Bank of Sarasota Stock Option Plan of 1988 and to the
incorporation by reference therein of our report dated July 3, 1997, with
respect to the consolidated financial statements of F.N.B. Corporation and
subsidiaries included in its Current Report on Form 8-K dated July 22, 1997
and our report dated February 13, 1998, with respect to the supplemental
consolidated financial statements of F.N.B. Corporation and subsidiaries
included in its Current Report on Form 8-K dated February 13, 1998 filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
February 13, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF HILL, BARTH & KING, INC., INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in this Post
Effective Amendment No.1 on Form S-8 to the Registration statement on Form S-4
No. 333-40187 pertaining to the West Coast Bank 1995 Stock Option Plan for
Non-Employee Directors, West Coast Bank 1995 Incentive Stock Option Plan, West
Coast Bank of Sarasota Non-Qualified Stock Option Plan of 1988 and the West
Coast Bank of Sarasota Stock Option Plan of 1988 to the incorporation by
reference therein of our report dated January 22, 1997 relating to consolidated
financial statements of Southwest Banks, Inc., which have been incorporated into
the consolidated financial statements of F.N.B. Corporation and Subsidiaries for
the year ended December 31, 1996 by reference in the Current Report on Form 8-K
dated February 13, 1998.
/s/Hill, Barth & King, Inc.
HILL, BARTH & KING, INC.
CERTIFIED PUBLIC ACCOUNTANTS
Naples, Florida
February 16, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post Effective Amendment
No. 1 on Form S-8 to the Registration Statement on Form S-4 No. 333-40187
pertaining to the West Coast Bank 1995 Stock Option Plan for Non-Employee
Directors, West Coast Bank 1995 Incentive Stock Plan, West Coast Bank of
Sarasota Non-Qualified Stock Option Plan of 1988 and the West Coast Bank of
Sarasota Stock Option Plan of 1988 of our reports dated January 24, 1997 and
January 19, 1996 included as Exhibits 99.3 and 99.4, respectively, to F.N.B.
Corporation's Form 8-K filed February 13, 1998, with respect to our audits
of the consolidated financial statements of West Coast Bancorp, Inc. for the
years ended December 31, 1996 and 1995 and the year ended December 31, 1994,
respectively. We also consent to the reference to our firm under the caption
"Experts".
/s/Coopers & Lybrand L.L.P
COOPERS & LYBRAND L.L.P.
Tampa, Florida
February 18, 1998
<PAGE>
EXHIBIT 99.1
WEST COAST BANK
1995 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE.
The purpose of the West Coast Bank 1995 Stock Option Plan for Non-Employee
Directors (the "1995 Directors Plan") is to advance the interests of the West
Coast Bank (the "Company") by inducing its non-employee members of its Board of
Directors upon whose judgment, initiative and effort the Company is partially
dependent for its successful operation, to continue to serve in that capacity
and to make themselves available for re-election as Directors.
2. DEFINITIONS.
As used in this 1995 Directors Plan, the following words shall have the
following meanings:
(a) "Administrator" means the Board of Directors or the committee or
committees described in Paragraph 3;
(b) "Board of Directors" means the Board of Directors of the Company;
(c) "Code" means the Internal Revenue Code of 1986, as amended.
Reference to a section of the Code shall include that section and
any comparable section or sections of any future legislation that
amends, supplements or supersedes that section;
(d) "Common Stock" means common stock of the Company;
(e) "Eligible Participant" means a non-employee member of the Board of
Directors;
(f) "Non-Qualified Stock Option" means an option to purchase shares of
Common Stock at the time and at the price determined by the
Administrator in accordance with Paragraph 6;
(g) "Option" means a Non-Qualified Stock Option;
(h) "Option Agreement" means the agreement between the Company and an
Eligible Participant setting forth the terms and conditions for
exercising the Option, as determined by the Administrator.
3. ADMINISTRATION.
(a) General. The 1995 Directors Plan shall be administered by the Board
of Directors or by a committee or committees appointed by the Board
of Directors as Administrator of the 1995 Directors Plan.
<PAGE>
(b) Administrator. Subject to the provisions of this 1995 Directors
Plan, the Administrator shall have exclusive authority to
interpret and administer the 1995 Directors Plan, to establish
applicable rules relating to the 1995 Directors Plan, to select
persons eligible to receive awards under the 1995 Directors Plan,
to grant Non-Qualified Stock Options in accordance with the 1995
Directors Plan, to establish the timing, pricing, amount and other
terms and conditions of such grants (which need not be uniform
with respect to the various participants or with respect to
different grants to the same participant), to delegate some or all
of its authority and duties under the 1995 directors Plan and to
take all such steps and make all such determinations in connection
with the 1995 Directors Plan and the Non-Qualified Stock Options
as it may deem necessary or advisable.
4. ELIGIBILITY.
The Administrator shall from time to time determine and designate Eligible
Participants who shall receive awards under the 1995 Directors Plan and the
number of Non-Qualified Stock Options to be awarded to each such Eligible
Participant. In making any such award, the Administrator may take into
account the nature of services rendered by an Eligible Participant, the
capacity of the Eligible Participant to contribute to the success of the
Company, and other factors that the Administrator may consider relevant.
5. TYPES OF BENEFITS.
Benefits that may be awarded under the 1995 Directors Plan are
Non-Qualified Stock Options, as described in this 1995 Directors Plan
("Benefits").
6. AWARD OF BENEFITS.
(a) General. The Administrator may, from time to time, award
Non-Qualified Stock Options to Eligible Participants. Each Eligible
Participant receiving an award under the 1995 Directors Plan shall
enter into an agreement with the Company in the form specified by
the Administrator agreeing to the terms and conditions of the award
and such other matters consistent with the 1995 Directors Plan as
the Administrator in its sole discretion shall determine.
(b) Administrator's Discretion. The award of any Benefit under the 1995
Directors Plan may be subject to any provisions (whether or not
applicable to the Benefit awarded to any other similarly situated
eligible Employee) as the Administrator determines appropriate
consistent with the provisions specifically provided for in the 1995
Directors Plan, including, without limitation, (i) provisions for the
purchase of Common Stock under Options in installments, (ii)
restrictions on resale or other disposition, (iii) such provisions
as may be appropriate to comply with federal or state securities
laws, (iv) understandings or conditions regarding the Eligible
Participant's employment, (v) provisions for making the grant of
Benefits conditional upon an election by an Eligible Participant
to defer payment of a portion of his salary, (vi) provisions for
giving an Eligible Participant a choice between two Benefits or
combinations of Benefits, and (vii) provisions for awarding Benefits
in any combination or combinations.
(c) Stock Options. Each Option Agreement by appropriate language shall
include the substance of all of the provisions as set forth in
subparagraphs (i) through (vi) below.
<PAGE>
(i) The purchase price of the shares of stock covered by each
Option shall be determined by the Administrator, and shall not
be less than the greater of fair market value or par value on
the date of grant. The Administrator may, in its sole
discretion, determine that fair market value per share of
stock is equal to book value per share of stock if the shares
of stock subject to the Option are not actively traded on the
date the Option is granted.
(ii) The purchase price shall be payable in full in cash upon
exercise of the Option.
(iii) An Option shall not be transferable by the individual to whom
granted except by will or by the laws of descent and
distribution and such an Option may be exercised during the
lifetime of such individual only by such individual.
(iv) The maximum term of an Option shall be ten years from the
date it was granted.
(v) An Option shall terminate and may not be exercised if the
Eligible Participant to whom it is granted ceases to be a
member of the Board of Directors if such membership is
terminated by the Company for "cause." "Cause" is defined as
conduct that in the judgment of the Administrator involves
dishonesty or action by the Eligible Participant that is
detrimental to the best interest of the Company. If the
Eligible Participant's membership terminates for reasons
other than for Cause, the employee may exercise his Option
after termination of membership as provided in the Option
Agreement. An Option may not be exercised by anyone
after the expiration of its term.
(vi) A statement that the Option(s) evidenced by the Option
Agreement will not be treated as Incentive Stock Option(s)
as described in Section 422 of the Code.
No person entitled to exercise any Option granted under the 1995 Directors Plan
shall have any of the rights or privilege of a shareholder of the Company with
respect to shares issuable upon exercise of such Option until certificates
representing such shares shall have been issued and delivered to such person.
7. SHARES SUBJECT TO 1995 DIRECTORS PLAN.
Subject to the provisions of Paragraph 8 (relating to adjustment for changes
in capital stock), the maximum number of shares that may be issued under
this 1995 Directors Plan shall not exceed in the aggregate 50,000 shares of
Common Stock of the Company. Notwithstanding the foregoing, at no time shall
the aggregate number of unexercised options for Common Stock granted pursuant
to the 1995 Directors Plan or any other Company stock option plan exceed
twenty percent (20%) of the total number of shares of Common Stock outstanding.
Such shares may be unissued shares, or, subject to regulations promulgated by
the Florida Department of Banking and Finance, authorized and issued shares
that have been reacquired. If any Benefits granted under the 1995 Directors
Plan shall for any reason terminate or expire or be surrendered without having
been exercised in full, the shares not purchased under such Options shall be
available again for option or grant under the 1995 Directors Plan. Existing
shareholders of the Company shall have no preemptive rights in any of the shares
reserved for issuance under the 1995 Directors Plan.
<PAGE>
8. ADJUSTMENT UPON CHANGES IN STOCK.
If any change is made in the shares of Common Stock of the Company by reason
of any merger, consolidation, reorganization, recapitalization, stock dividend,
split up, combination of shares, exchange of shares, change in corporate
structure, or otherwise, appropriate adjustments shall be made by the
Administrator to the kind and maximum number of shares subject to the 1995
Directors Plan and the kind and number of shares and price per share of stock
subject to each outstanding Benefit. No fractional shares of Common Stock shall
be issued under the 1995 Directors Plan on account of any such adjustment,
and rights to shares always shall be limited after such an adjustment to the
lower full share.
9. AMENDMENT OF THE 1995 DIRECTORS PLAN.
The Board of Directors may, at any time, amend the 1995 Directors Plan,
provided that the Board may not, without approval (within twelve months before
or after the date of such change) of the holders of a majority of the
outstanding shares entitled to vote of the Company: (a) increase the maximum
number of shares of Common Stock that may be issued under the 1995 Directors
Plan, except as may be permitted under the adjustment provisions of Paragraph
8, or (b) adopt any other amendment for which shareholder approval is required
by federal income tax or securities laws. The Board of Directors may not
alter or impair any Benefit previously granted under the 1995 Directors Plan
without the consent of the person to whom the Benefit was granted.
10. TERMINATION OF THE 1995 DIRECTORS PLAN.
The Board of Directors may terminate or suspend the 1995 Directors Plan at
any time. No Benefit shall be awarded after termination of the 1995 Directors
Plan.
Rights and obligations under a Benefit awarded while the 1995 Directors Plan
is in effect shall not be altered or impaired by termination or suspension of
the 1995 Directors Plan except by consent of the person towhom the Benefit was
awarded.
11. WITHHOLDING TAX.
The Company shall have the right to withhold with respect to any payments
made to Eligible Participants under the 1995 Directors Plan any taxes required
by law to be withheld because of such payments.
12. RULES OF CONSTRUCTION.
The terms of the 1995 Directors Plan shall be construed in accordance with
the laws of the State of Florida.
13. NON-TRANSFERABILITY.
Each Benefit granted under this 1995 Directors Plan shall not be
transferable other than by will or the laws of decent and distribution, and
shall be exercisable during the holder's lifetime only by the holder or the
holder's guardian or legal representative.
14. EFFECTIVE DATE.
The 1995 Directors Plan shall become effective as of the date it is adopted
by the Board of Directors of the Company subject to approval by the shareholders
of the Company within twelve (12) months of the date of the adoption of the
1995 Directors Plan by the Board of Directors.
<PAGE>
EXHIBIT 99.2
WEST COAST BANK
1995 INCENTIVE STOCK PLAN
1. PURPOSE.
The purpose of the West Coast Bank 1995 Incentive Stock Plan (the "1995
Plan") is to aid in maintaining and developing strong management capable of
assuring the future success of West Coast Bank (the "Company"). The 1995
Plan is designed to secure for the Company and its shareholders the benefits
inherent in common stock ownership by the employees of the Company who
are largely responsible for the future growth and continued financial
success of the Company; and to afford such persons the opportunity to
obtain or increase a proprietary interest in the Company on a favorable
basis and, thereby, to have an opportunity to share in its success.
2. DEFINITIONS.
As used in this 1995 plan, the following words shall have the following
meanings:
(a) "Administrator" means the Board of Directors or the committee or
committees described in Paragraph 3;
(b) "Board of Directors" means the Board of Directors of the Company;
(c) "Code" means the Internal Revenue Code of 1986, as amended.
Reference to a section of the Code shall include that section and
any comparable section or sections of any future legislation that
amends, supplements or supersedes that section;
(d) "Common Stock" means common stock of the Company;
(e) "Eligible Employee" means a salaried employee of the Company,
including a director of the Company who is a salaried employee
of the Company;
(f) "Incentive Stock Option" means an option to purchase shares of Common
Stock at the time and at the price determined by the Administrator in
accordance with Paragraph 6 that is intended to qualify as an
incentive stock option as defined in Section 422 of the Code;
(g) "Non-Qualified Stock Option" means an option to purchase shares of
Common Stock at the time and at the price determined by the
Administrator in accordance with Paragraph 6 that is not intended
to qualify as an Incentive Stock Option;
(h) "Option" means an Incentive Stock Option or Non-Qualified Stock
Option.
(i) "Option Agreement" means the agreement between the Company and an
Eligible Employee setting forth the terms and conditions for
exercising the Option, as determined by the Administrator.
<PAGE>
3. ADMINISTRATION.
(a) General. The 1995 Plan shall be administered by the Board of
Directors or by a committee or committees appointed by the Board of
Directors as Administrator of the 1995 Plan. The Board of Directors
may appoint a committee to act as Administrator with respect to
one or more classes of employees, and another committee or
committees to act as Administrator with respect to other classes
of employees; or appoint a committee to serve as Administrator with
respect to one category of benefits, and another committee to serve
as Administrator with respect to a different category of benefits.
(b) Administrator. Subject to the provisions of this 1995 Plan, the
Administrator shall have exclusive authority to interpret and
administer the 1995 Plan, to establish applicable rules relating
to the 1995 Plan, to establish applicable rules relating to the 1995
Plan, to select persons eligible to receive awards under the 1995
Plan, to grant Incentive Stock Options and Non-Qualified Stock
options in accordance with the 1995 Plan, to establish the timing,
pricing, amount and other terms and conditions of such grants (which
need not be uniform with respect to the various participants or
with respect to different grants to the same participant), to
delegate some or all of its authority and duties under the 1995 Plan
and to take all such steps and make all such determinations in
connection with the 1995 Plan and the Incentive Stock Options and
the Non-Qualified Stock Options as it may deem necessary or
advisable.
4. ELIGIBILITY.
The Administrator shall from time to time determine and designate Eligible
Employees who shall receive awards under the 1995 Plan and the number of
Incentive Stock Options and Non-Qualified Stock Options to awarded to each
such Eligible Employee. In making any such award, the Administrator may take
into account the nature of services rendered by an Eligible Employee, the
capacity of the Eligible Employee to contribute to the success of the Company,
and other factors that the Administrator may consider relevant.
5. TYPES OF BENEFITS.
Benefits that may be awarded under the 1995 Plan include (a) Incentive Stock
Options; and (b) Non-Qualified Stock Options, as described in this 1995 Plan
("Benefits").
6. AWARD OF BENEFITS.
(a) General. The Administrator may from time to time award Incentive
Stock Options or Non-Qualified Stock Options, or any combination
thereof, to Eligible Employees. Each Eligible Employee receiving
an award under the 1995 Plan shall enter into an agreement with
the Company in the form specified by the Administrator agreeing to
the terms and conditions of the award and such other matters
consistent with the 1995 Plan as the Administrator in its sole
discretion shall determine.
(b) Administrator's Discretion. The award of any Benefit under the 1995
Plan may be subject to any provisions (whether or not applicable to
the Benefit awarded to any other similarly situated eligible
Employee) as the Administrator determines appropriate consistent
with the provisions specifically provided for in the 1995 Plan,
including, without limitation, (i) provisions for the purchase of
Common Stock under Options in installments, (ii) restrictions on
resale or other disposition, (iii) such provisions as may be
appropriate to comply with federal or state securities laws, (iv)
understandings or conditions regarding the Eligible Employee's
employment, (v) provisions for making the grant of Benefits
conditional upon an election by an Eligible Employee to defer payment
of a portion of his salary, (vi) provisions for giving an Eligible
Employee a choice between two Benefits or combinations of Benefits,
and (vii) provisions for awarding Benefits in any combination or
combinations.
<PAGE>
(c) Stock Options. Each Option Agreement by appropriate language
shall include the substance of all of the provisions as set forth in
subparagraphs (i) through (v) below, and shall further include
the provisions of subparagraphs (vi) through (vii) if the Option is
an Incentive Stock Option, and the provisions of subparagraph (viii)
if the Option is a Non-Qualified Stock Option.
(i) The purchase price of the shares of stock covered by each
Option shall be determined by the Administrator, and shall
not be less than the greater of fair market value or par value
on the date of grant. In the case of Incentive Stock Options,
fair market value shall be determined pursuant to Section
22 of the Code. In the case of Non-Qualified Stock Options,
the Administrator may, in its sole discretion, determine that
fair market value per share of stock is equal to book value
per share of stock if the shares of stock subject to the
Non-Qualified Stock Option are not actively traded on the
date of the Non-Qualified Stock Option is granted.
(ii) The purchase price shall be payable in full in cash upon
exercise of the Option.
(iii) An Option shall not be transferable by the individual to whom
granted except by will or by the laws of descent and
distribution and such an Option may be exercised during the
lifetime of such individual only by such individual.
(iv) The maximum term of an Option shall be ten years from the
date it was granted.
(v) An Option shall terminate and may not be exercised if the
Eligible Employee to whom it is granted ceases to be
employed by the Company if such employee's employment is
terminated by the Company for "Cause." Cause is defined as
conduct that in the judgment of the Administrator involves
dishonesty or action by the Eligible Employee that is
detrimental to the best interest of the Company. If the
Eligible Employee's employment terminates for reasons other
than for Cause, the employee may exercise his Option after
termination of employment as provided in the Option Agreement.
An Option may not be exercised by anyone after the
expiration of its term.
(vi) The aggregate fair market value (as determined by the
Administrator as of the time an Incentive Stock Option is
granted) of the shares of Common Stock covered by an Incentive
Stock Option granted to an Eligible Employee under the 1995
Plan which becomes exercisable for the first time during any
calendar year shall not exceed One Hundred Thousand Dollars
($100,000.00) or such other maximum applicable to Incentive
Stock Options as may be in effect from time to time under
the Code.
(vii) No Incentive Stock Option shall be awarded after the day
preceding the tenth anniversary of the effective date of the
1995 Plan.
<PAGE>
(viii) A statement that the Option(s) evidenced by the Option
Agreement will not be treated as Incentive Stock Option(s) as
described in Section 422 of the Code. No person entitled to
exercise any Option granted under the 1995 Plan shall have
any of the rights or privileges of a shareholder of the Company
with respect to shares issuable upon exercise of such Option
until certificates representing such shares shall have been
issued and delivered to such person.
7. SHARES SUBJECT TO 1995 PLAN.
Subject to the provisions of Paragraph 8 (relating to adjustment for changes
in capital stock), the maximum number of shares that may be issued under this
1995 Plan shall not exceed in the aggregate 50,000 shares of Common Stock of
the Company. Notwithstanding the foregoing, at no time shall the aggregate
number of unexercised options for Common Stock granted pursuant to the 1995 Plan
or any other Company stock option plan exceed twenty percent (20%) of the
total number of shares of Common Stock outstanding. Such shares may be
unissued shares, or, subject to regulations promulgated by the Florida
Department of Banking and Finance, authorized and issued shares that have
been reacquired. If any Benefits granted under the 1995 Plan shall for any
reason terminate or expire or be surrendered without having been exercised in
full, the shares not purchased under such Options shall be available again
for option or grant under the 1995 Plan. Existing shareholders of the
Company shall have no preemptive rights in any of the shares reserved for
issuance under the 1995 Plan.
8. ADJUSTMENT UPON CHANGES IN STOCK.
If any change is made in the shares of Common Stock of the Company by reason
of any merger, consolidation, reorganization, recapitalization, stock dividend,
split up, combination of shares, exchange of shares, change in corporate
structure, or otherwise, appropriate adjustments shall be made by the
Administrator to the kind and maximum number of shares subject to the 1995
Plan and the kind and number of shares and price per share of stock subject
to each outstanding Benefit. No fractional shares of Common Stock shall be
issued under the 1995 Plan on account of any such adjustment, and rights to
shares always shall be limited after such an adjustment to the lower full share.
9. AMENDMENT OF THE 1995 PLAN.
The Board of Directors may, at any time, amend the 1995 Plan, provided that
the Board may not, without approval (within twelve months before or after the
date of such change) of the holders of a majority of the outstanding shares
entitled to vote of the Company: (a) increase the maximum number of shares of
Common Stock that may be issued under the 1995 Directors Plan, except as may be
permitted under the adjustment provisions of Paragraph 8, or (b) adopt any other
amendment for which shareholder approval is required by federal income tax
or securities laws. The Board of Directors may not alter or impair any Benefit
previously granted under the 1995 Directors Plan without the consent of the
person to whom the Benefit was granted.
10. TERMINATION OF THE 1995 PLAN.
The Board of Directors may terminate or suspend the 1995 Plan at any time.
No Benefit shall be awarded after termination of the 1995 Plan.
<PAGE>
Rights and obligations under a Benefit awarded while the 1995 Plan is in
effect shall not be altered or impaired by termination or suspension of the
1995 Plan except by consent of the person to whom the Benefit was awarded.
11. WITHHOLDING TAX.
The Company shall have the right to withhold with respect to any payments
made to Eligible Employees under the 1995 Plan any taxes required by law to
be withheld because of such payments.
12. RULES OF CONSTRUCTION.
The terms of the 1995 Plan shall be construed in accordance with the laws
of the State of Florida, provided that the terms of the 1995 Plan as they relate
to Incentive Stock Options shall be construed first in accordance with the
meaning under and in a manner that will result in the 1995 Plan satisfying the
requirements of the provisions of the Code governing Incentive Stock Options.
13. NON-TRANSFERABILITY.
Each Benefit granted under this 1995 Plan shall not be transferable other
than by will or the laws of decent and distribution, and shall be exercisable
during the holder's lifetime only by the holder or the holder's guardian or
legal representative.
14. EFFECTIVE DATE.
The 1995 Plan shall become effective as of the date it is adopted by the
Board of Directors of the Company subject to approval by the shareholders of
the Company within twelve (12) months of the date of the adoption of the 1995
Plan by the Board of Directors.
<PAGE>
EXHIBIT 99.3
WEST COAST BANK OF SARASOTA
NON-QUALIFIED STOCK OPTION PLAN OF 1988
1. Purpose. The purpose of the West Coast Bank of Sarasota Stock Option Plan
of 1988 (the "Plan") is to advance the interests of the West Coast Bank of
Sarasota (the "Company") by inducing its non-employee members of its
Board of Directors upon whose judgment, initiative and effort the Company
is partially dependent for its successful operation, to continue to serve
in that capacity and to make themselves available for re-election as
Directors.
2. Administration. The Plan shall be administered by the Board of Directors
of the Company as Administrator of the Plan. The Board of Directors,
when serving as Administrator of the Plan, is hereinafter referred to
as the "Administrator." Subject to the provisions of the Plan, the
Administrator shall have exclusive authority to interpret and administer
the Plan, to establish appropriate rules relating to the Plan, to select
persons eligible to participate in the Plan, to grant Stock Options in
accordance with the Plan, and to take all such steps and make all such
determinations in connection with the Plan and the Stock Options
thereunder as it may deem necessary or advisable.
3. Eligibility. The Administrator shall from time to time determine and
designate the non-employee members of the Board of Directors of the
Company who shall be Participants in the Plan and the number of Stock
Options to be awarded to each such Participant. In making any such award,
the Administrator may take into account the nature of services rendered
by a Participant, the capacity of the Participant to contribute to the
success of the Company, and other factors that the Administrator may
consider relevant.
4. Types of Benefits. The benefits to be granted under the Plan are options
to purchase shares of common stock of the Company ("Stock Options")
described in this plan.
The Administrator may: (a) make the grant of Stock Options conditional
upon an election by a Participant to defer payment of a portion of his
compensation; and (b) award Stock Options subject to any condition or
conditions consistent with the terms of the Plan that the Administrator
in its sole discretion may determine.
5. Shares Subject to Plan. Subject to the provisions of Section 7 (relating
to adjustment for changes in capital stock), the maximum number of shares
that may be issued under the Plan shall not exceed in the aggregate
70,898 shares of common stock of the Company. Such shares may be unissued
shares, or, subject to Section 3C-11.016(3)(c) of the regulations
promulgated by the Florida Department of Banking and Finance, authorized
and issued shares that have been reacquired. If any Stock Options
granted under the Plan shall for any reason terminate or expire or be
surrendered without having been exercised in full, the shares not
purchased under such Stock Options shall be available again for option or
grant under the Plan. Existing shareholders of the Company shall have
no preemptive rights in any of the shares reserved for issuance under
the Plan.
<PAGE>
6. Stock Options. The Administrator from time to time may grant stock
options to Participants for the purchase of shares of common stock of the
Company pursuant to and evidenced by individual Option Agreements to be
executed by and between the Participant and the Company. Each Option
Agreement between the Company and a Participant shall be in such form and
shall contain such provisions as the Administrator from time to time shall
deem appropriate. Option Agreements need not be identical, but each
Option Agreement by appropriate language shall include the substance of
all of the provisions as set forth in subparagraphs (a) through (g) below.
(a) The purchase price of the shares of stock covered by each Stock
Option shall be determined by the Administrator but shall not be
less than the greater of the Fair Market Value (if the shares
are not publicly traded, the Fair Market Value may be determined
by the Administrator to mean the book value of such shares) or par
value at the date of grant.
(b) The purchase price shall be payable in full in cash upon exercise
of the Stock Option.
(c) The maximum term of an Stock Option shall be ten years from the
date it was granted.
(d) A Stock Option shall not be transferable by the individual to
whom granted except by will or by the laws of descent and
distribution and such an Stock Option may be exercised during the
lifetime of such individual only by such individual.
(e) The Administrator in its discretion may provide in any Option
Agreement that the Stock Option shall be exercisable in full at
any time or from time to time during the term of the Stock
Option, or may provide for the exercise of the Stock Option in
such installments and at such times during the term of the Stock
Option as the Administrator may determine.
(f) A Stock Option shall terminate and may not be exercised if the
Participant to whom it is granted ceases to be a member of the
Board of Directors of the Company if such membership is terminated
by the Company for "Cause." Cause is defined as conduct that in
the judgment of the Administrator involves dishonesty or action by
the director that is detrimental to the best interest of the
Company. If the director's membership is terminated for reasons
other than for Cause, the director may exercise his Stock Option
after termination of employment as provided in the Option
Agreement. A Stock Option may not be exercised by anyone after
the expiration of its term.
(g) A statement that the Option(s) evidenced by the Option Agreement
will not be treated as Incentive Stock Options(s) as described in
Section 422A of the Internal Revenue Code of 1986, as amended
(the "Code").
No persons entitled to exercise any Stock Option granted under the
Plan shall have any of the rights or privileges of a shareholder of
the Company with respect to shares issuable upon exercise of such
Stock Option until certificates representing such shares shall have
been issued and delivered to such person.
Certificates representing shares of common stock issued upon
exercise of a Stock Option may be registered either in the name
of the optionee or in the name or names of the successor or
successors in interests of the optionee by reason of the death of
the optionee. Certificates also may be registered in the names
of the optionee and another person "tenants by the entirety" or
"as joint tenants with right of survivorship and not as tenants in
common." Designation of the appropriate form of registration of
certificates shall be made and the written notice given to the
Company upon exercise of an Option.
<PAGE>
7. Adjustment Upon Changes in Stock. If any change is made in the shares of
common stock of the Company by reason of any merger, consolidation,
reorganization, recapitalization, stock dividend, split up, combination
of shares, exchange of shares, change in corporate structure, or
otherwise, appropriate adjustments shall be made by the Administrator to
the kind and maximum number of shares subject to the Plan and the kind
and number of shares and price per share of stock subject to each
outstanding Benefit hereunder. No fractional shares of stock shall be
issued under the Plan on account of any such adjustment, and rights to
shares always shall be limited after such an adjustment to the lower full
share.
8. Amendment to the Plan. The Board of Directors may, at any time, amend
the Plan, provided that the Board may not alter or impair any Stock Option
previously granted under the Plan without the consent of the person to
whom the Stock Option was granted.
9. Termination of the Plan. The Board of Directors may terminate or suspend
the Plan at any time. The Plan shall terminate on the day immediately
preceding the tenth anniversary of its effective date, unless it shall
have been terminated by the Board prior to that time. No Stock Option
shall be awarded after termination of the Plan.
Rights and obligation under a Stock Option awarded while the Plan is in
effect shall not be altered or impaired by termination or suspension of
the Plan except by consent of the person to whom the Benefit was awarded.
10. Withholding Tax. The Company shall have the right to withhold with
respect to any payments made to Participants under the Plan any taxes
required by law to be withheld because of such payments.
11. Rules of Construction. Reference to a section of the Code or the Florida
Banking Code and its implementing regulations, shall include that section
and any comparable section or sections of any future legislation that
amends, supplements or supersedes that section.
12. Nontransferability. Each Stock Option granted under this Plan shall not
be transferable other than by will or the laws of descent and
distribution, and shall be exercisable, during the holder's lifetime, only
by the holder or the holder's guardian or legal representative.
13. Effective Date. The Plan is effective as of the date it is approved by
the Board of Directors of the Company; provided, however, that if the Plan
is not approved by the shareholders, the Plan shall be of no effect.
<PAGE>
EXHIBIT 99.4
EXHIBIT B
WEST COAST BANK OF SARASOTA
STOCK OPTION PLAN OF 1988
1. Purpose. The purpose of the West Coast Bank of Sarasota Stock Option Plan
of 1988 (the "Plan") is to aid in maintaining and developing strong
management capable of assuring the future success of West Coast Bank of
Sarasota (the "Company"). The Plan is designed to secure for the Company
and its shareholders the benefits inherent in common stock ownership by
the employees of the Company who are largely responsible for the
Company's future growth and continued financial success; and to afford
such persons the opportunity to obtain or increase a proprietary interest
in the Company on a favorable basis and, thereby, to have an
opportunity to share in its success.
2. Administration. The Plan shall be administered by the Board of Directors
of the Company as Administrator of the Plan. The Board of Directors,
when serving as Administrator of the Plan, is hereinafter referred to as
the "Administrator." Subject to the provisions of the Plan, the
Administrator shall have exclusive authority to interpret and administer
the Plan, to establish appropriate rules relating to the Plan, to select
persons eligible to participate in the Plan, to grant Incentive Stock
Options and Non-Qualified Stock Options in accordance with the Plan, and
to take all such steps and make all such determinations in connection with
the Plan and the Incentive Stock Options and the Non-Qualified Stock
Options thereunder as it may deem necessary or advisable.
3. Eligibility. The Administrator shall from time to time determine and
designate the officers and key employees of the Company who shall be
Participants in the Plan and the number of Incentive Stock Options and
Non-Qualified Stock Options to be awarded to each such Participant;
provided, however, that the Executive Consultant as an officer of the
Company shall not be eligible to receive Incentive Stock Options. In
making any such award, the Administrator may take into account the nature
of services rendered by a Participant, the capacity of the Participant to
contribute to the success of the Company, and other factors that the
Administrator may consider relevant.
4. Types of Benefits. Benefits under the Plan may be granted in any one or
any combination of (a) Incentive Stock Options; and (b) Non-Qualified
Stock Options; as described in this Plan ("Benefits").
The Administrator may: (a) make the grant of Benefits conditional upon an
election by a Participant to defer payment of a portion of his salary;
(b) give a Participant a choice between two Benefits or combinations of
Benefits; (c) award Benefits in the alternative so that acceptance of or
exercise of one Benefit cancels the right of a Participant to another;
and (d) award Benefits in any combination or combinations and subject
to any condition or conditions consistent with the terms of the Plan
that the Administrator in its sole discretion may determine.
<PAGE>
5. Shares Subject to Plan. Subject to the provisions of Section 7 (relating
to adjustment for changes in capital stock), the maximum number of shares
that may be issued under the Plan shall not exceed in the aggregate
39,600 shares of common stock of the Company. Such shares may be unissued
shares, or, subject to Section 3C-11.016(3)(c) of the regulations
promulgated by the Florida Department of Banking and Finance, authorized
and issued shares that have been reacquired. If any Benefits granted
under the Plan shall for any reason terminate or expire or be surrendered
without having been exercised in full, the shares not purchased under
such Options shall be available again for Option or grant under the
Plan. Existing shareholders of the Company shall have no preemptive
rights in any of the shares reserved for issuance under the Plan.
6. Stock Options. The Administrator from time to time may grant stock
options ("Options") to Participants for the purchase of shares of
common stock of the Company pursuant to and evidenced by individual
Option Agreements to be executed by and between the Participant and
the Company. Options may be granted in the form of an "Incentive Stock
Option" which is intended to qualify as an incentive stock option
within the meaning of Section 422A of the Internal revenue Code of 1986
(the "Code"), or in the form of a "Non-Qualified Stock Option" which is
not intended to qualify as an incentive stock option as defined in
Section 422A of the Code. Each Option Agreement between the Company and
the Participant shall be in such form and shall contain such provisions
as the Administrator from time to time shall deem appropriate. Option
Agreements need not be identical, but each Option Agreement by
appropriate language shall include the substance of all of the provisions
as set forth in subparagraphs (a) through (f) below, and shall further
contain the provisions of subparagraph (g) if the Option is granted in
the form of an Incentive Stock Option and subparagraph (h) if the
Option is granted in the form of a Non-Qualified Stock Option.
(a) The purchase price of the shares of stock covered by each Option
shall be determined by the Administrator and shall not be less than
the greater of Fair Market Value or par value on the date of
grant. In the case of Incentive Stock Options, Fair Market Value
shall be determined pursuant to Section 422A of the Code. In the
case of Non-Qualified Stock Options, the Administrator may, in
its sole discretion, determine that Fair Market Value per share
of stock is equal to book value per share of stock if the shares of
stock subject to the Non-Qualified Stock Option are not actively
traded on the date the Non-Qualified Stock Option is granted.
(b) The purchase price shall be payable in full in cash upon exercise
of the Option.
(c) The maximum term of an Option shall be ten years from the date it
was granted.
(d) An Option shall not be transferable by the individual to whom
granted except by will or by the laws of descent and distribution
and such an Option may be exercised during the lifetime of such
individual only by such individual.
(e) The Administrator in its discretion may provide in any Option
Agreement that the Option shall be exercisable in full at any time
or from time to time during the term of the Option, or may provide
for the exercise of the Option in such installments and at such
times during the term of the Option as the Administrator may
determine.
(f) An Option shall terminate and may not be exercised if the employee
to whom it is granted ceases to be employed by the Company if such
employee's employment is terminated by the Company for "Cause."
Cause is defined as conduct that in the judgment of the
Administrator involves dishonesty or action by the employee that
is detrimental to the best interest of the Company. If the
employee's employment terminates for reasons other than for Cause,
the employee may exercise his Option after termination of
employment as provided in the Option Agreement. An Option may
not be exercised by anyone after the expiration of its term.
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(g) Subject to the limitations contained in Section 5, the aggregate
Fair Market Value (determined at the time an Incentive Stock Option
is granted) of the shares of stock covered by an Incentive Stock
Option granted to a Participant under the Plan in any calendar year
which are exercisable for the first time during any calendar year
shall not exceed one hundred thousand ($100,000) or such other
maximum applicable to Incentive Stock Options as may be in effect
from time to time under the Code when the Incentive Stock Options
are granted.
(h) A statement that the Option(s) evidenced by the Option Agreement
will not be treated as Incentive Stock Options(s) as described in
Section 422A of the Internal Revenue Code of 1986, as amended
(the "Code").
No persons entitled to exercise any Option granted under the Plan shall
have any of the rights or privileges of a shareholder of the Company with
respect to shares issuable upon exercise of such Option until certificates
representing such shares shall have been issued and delivered to such
person.
Certificates representing shares of common stock issued upon exercise of
an Option may be registered either in the name of the optionee or in the
name or names of the successor or successors in interests of the optionee
by reason of the death of the optionee. Certificates also may be
registered in the names of the optionee and another person "tenants by
the entirety" or "as joint tenants with right of survivorship and not as
tenants in common." Designation of the appropriate form of registration of
certificates shall be made and the written notice given to the Company
upon exercise of an Option.
7. Adjustment Upon Changes in Stock. If any change is made in the shares of
common stock of the Company by reason of any merger, consolidation,
reorganization, recapitalization, stock dividend, split up, combination
of shares, exchange of shares, change in corporate structure, or otherwise,
appropriate adjustments shall be made by the Administrator to the kind and
maximum number of shares subject to the Plan and the kind and number of
shares and price per share of stock subject to each outstanding Benefit
hereunder. No fractional shares of stock shall be issued under the Plan on
account of any such adjustment, and rights to shares always shall be
limited after such an adjustment to the lower full share.
8. Amendment to the Plan. The Board of Directors may, at any time, amend the
Plan, provided that the Board may not, without approval (within twelve
months before or after the date of such change) of the holders of a
majority of the outstanding shares entitled to vote of the Company: (a)
increase the maximum number of shares in the aggregate which may be sold
pursuant to Incentive Stock Options granted under the Plan, except as
may be permitted under the adjustment provisions of Section 7, or (b)
change the class of employees eligible to receive Benefits granted under
the Plan. The Board of Directors may not alter or impair any Benefit
previously granted under the Plan without the consent of the person to
whom the Benefit was granted.
9. Termination of the Plan. The Board of Directors may terminate or suspend
the Plan at any time. The Plan shall terminate on the day immediately
preceding the tenth anniversary of its effective date, unless it shall
have been terminated by the Board prior to that time. No Benefit shall
be awarded after termination of the Plan.
<PAGE>
Rights and obligation under a Benefit awarded while the Plan is in effect
shall not be altered or impaired by termination or suspension of the Plan
except by consent of the person to whom the Benefit was awarded.
10. Withholding Tax. The Company shall have the right to withhold with respect
to any payments made to Participants under the Plan any taxes required by
law to be withheld because of such payments.
11. Rules of Construction. Reference to a section of the Code or the Florida
Banking Code and its implementing regulations, shall include that section
and any comparable section or sections of any future legislation that
amends, supplements or supersedes that section. With regard to Incentive
Stock Options, the terms of the Plan shall be construed in accordance with
the meaning under, and in a manner that will result in the Plan satisfying
the requirement of, the provisions of the Code governing Incentive Stock
Options.
12. Nontransferability. Each Benefit granted under this Plan shall not be
transferable other than by will or the laws of descent and distribution,
and shall be exercisable, during the holder's lifetime, only by the holder
or the holder's guardian or legal representative.
13. Effective Date. The Plan is effective as of the date it is approved by the
Board of Directors of the Company; provided, however, that if the Plan
is not approved by the shareholders within twelve months of the date of
Board approval the Plan shall be of no effect.
