<PAGE> 1
As Filed With the Securities and Exchange Commission on July 15, 1998
Registration No. 333-50203
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. 2
(Post-Effective)
ON FORM S-8
TO FORM S-4
Registration Statement Under
The Securities Act of 1933
MERCANTILE BANCORPORATION INC.
(Exact name of registrant as specified in its charter)
MISSOURI 43-0951744
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) P.O. Box 524 Identification No.)
St. Louis, Missouri 63166-0524
(Address of Principal Executive Offices)
CBT CORPORATION
1986 STOCK OPTION PLAN
and
1993 STOCK OPTION PLAN
(AS AMENDED AND RESTATED EFFECTIVE MARCH 16, 1995)
(Full title of the plans)
JON W. BILSTROM, ESQ.
General Counsel and Secretary
Mercantile Bancorporation Inc.
P.O. Box 524
St. Louis, Missouri 63166-0524
(Name and address of agent for service)
Telephone: (314) 425-2525
Copy to:
JOHN Q. ARNOLD ROBERT M. LAROSE, ESQ.
Vice Chairman and Chief Financial Officer Thompson Coburn
Mercantile Bancorporation Inc. One Mercantile Center
P.O. Box 524 St. Louis, Missouri 63101
St. Louis, Missouri 63166-0524 (314) 552-6000
(314) 425-2525
<TABLE>
CALCULATION OF REGISTRATION FEE
============================================================================================================================
<CAPTION>
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price per aggregate offering price registration fee
unit
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value <F1> 273,514 N/A N/A <F2>
============================================================================================================================
<FN>
<F1> Includes one attached Preferred Share Purchase Right per share.
<F2> The registrant previously paid $83,221.75 with the original filing on
April 15, 1998 to register 5,399,763 shares of Mercantile
Bancorporation Inc. Common Stock, including the 273,514 shares which
may be issued pursuant to the CBT Corporation 1986 Stock Option Plan
and 1993 Stock Option Plan (as Amended and Restated Effective March 16,
1995).
</TABLE>
This amendment shall become effective in accordance with the
provisions of Rule 464 promulgated under the Securities Act of 1933.
===============================================================================
<PAGE> 2
The undersigned registrant hereby files this post-effective amendment
(the "Registration Statement") to register on Form S-8 273,514 shares of
Mercantile Bancorporation Inc. (hereinafter the "Company" or the
"Registrant") Common Stock, $0.01 par value, and attached Preferred Share
Purchase Rights of the Company, previously registered on Form S-4 (File No.
333-50203) incorporated herein by reference, for issuance pursuant to options
granted under the CBT Corporation 1986 Stock Option Plan (the "1986 Plan")
and the 1993 Stock Option Plan (as Amended and Restated Effective March 16,
1995) (the "1993 Plan" and, collectively with the 1986 Plan, the "Plans"),
pursuant to the terms and conditions of the Agreement and Plan of Merger
dated January 10, 1998 by and among the Company, Ameribanc, Inc. and CBT
Corporation (such transaction was consummated on July 1, 1998).
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by the Company with the Securities
and Exchange Commission under the Securities Exchange Act of 1934 are
incorporated herein by reference:
(a) MBI's Annual Report on Form 10-K for the year ended
December 31, 1997, as amended by Form 10-K/A.
(b) MBI's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
(c) MBI's Current Reports on Form 8-K dated January 10, 1998
and January 30, 1998.
(d) The description of the Company's Common Stock set forth in
Item 1 of the Company's Registration Statement on Form 8-A,
dated March 5, 1993, and any amendment or report filed for
the purpose of updating such description.
(e) The description of the Company's Preferred Share Purchase
Rights set forth in Item 1 of the Company's Registration
Statement on Form 8-A, dated May 27, 1998, and any amendment
or report filed for the purpose of updating such description.
Such incorporation by reference shall not be deemed to
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and made a
part hereof from the date any such document is filed. The information
relating to the Company contained in this Registration Statement does not
purport to be complete and should be read together with the information in
the documents incorporated by reference herein. Any statement contained
herein or in a document incorporated herein by reference shall be deemed to
be modified or superseded for purposes hereof to the extent that a subsequent
statement contained herein or in any other subsequently filed document
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.
Where any document or part thereof is incorporated by reference
in the Registration Statement, the Company will provide without charge to
each person to whom a Prospectus with respect to the Plan is delivered, upon
written or oral request of such person, a copy of any and all of the
information
- 2 -
<PAGE> 3
incorporated by reference in the Registration Statement, excluding exhibits
unless such exhibits are specifically incorporated by reference.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Sections 351.355(1) and (2) of The General and Business
Corporation Law of the State of Missouri provide that a 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 by
reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he 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 action or
proceeding, had no reasonable cause to believe his conduct was unlawful,
except that, in the case of an action or suit by or in the right of the
corporation, the corporation may not indemnify such persons against judgments
and fines and no person shall be indemnified as to any claim, issue or matter
as to which such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his duty to the corporation, unless and
only to the extent that the court in which the action or suit was brought
determines upon application that such person is fairly and reasonably
entitled to indemnity for proper expenses. Section 351.355(3) provides that,
to the extent that a director, officer, employee or agent of the corporation
has been successful in the defense of any such action, suit or proceeding or
any claim, issue or matter therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred in connection
with such action, suit or proceeding. Section 351.355(7) provides that a
corporation may provide additional indemnification to any person
indemnifiable under subsection (1) or (2), provided such additional
indemnification is authorized by the corporation's articles of incorporation
or an amendment thereto or by a shareholder-approved bylaw or agreement, and
provided further that no person shall thereby be indemnified against conduct
which was finally adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct.
Article 12 of the Restated Articles of Incorporation of the
Registrant provides that the Registrant shall extend to its directors and
executive officers the indemnification specified in subsections (1) and (2)
and the additional indemnification authorized in subsection (7) and that it
may extend to other officers, employees and agents such indemnification and
additional indemnification.
Pursuant to directors' and officers' liability insurance
policies, with total annual limits of $45,000,000, the Registrant's directors
and officers are insured, subject to the limits, retention, exceptions and
other terms and conditions of such policy, against liability for any actual
or alleged error, misstatement, misleading statement, act or omission, or
neglect or breach of duty by the directors or officers of the Registrant,
individually or collectively, or any matter claimed against them solely by
reason of their being directors or officers of the Registrant.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to such provisions, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.
- 3 -
<PAGE> 4
Item 8. Exhibits.
--------
See Exhibit Index located at page 8 hereof.
Item 9. Undertakings.
------------
The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the Prospectus, to each person to whom the Prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the Prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the Prospectus,
to deliver, or cause to be delivered to each person to whom the Prospectus is
sent or given, the latest quarterly report that is specifically incorporated
by reference in the Prospectus to provide such interim financial information.
- 4 -
<PAGE> 5
SIGNATURES
----------
The Registrant. 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 Amendment No. 2 to the Registration Statement relating to
the acquisition of CBT Corporation to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis, State of
Missouri, on the 15th day of July 1998.
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 date indicated.
MERCANTILE BANCORPORATION INC.
By /s/ John Q. Arnold
----------------------------------------------
John Q. Arnold
Vice Chairman and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to the Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
<F*>
- ------------------------------- Chairman of the Board, July 15, 1998
Thomas H. Jacobsen President and Chief Executive
Principal Executive Officer Officer
/s/ John Q. Arnold
- ------------------------------ Vice Chairman and July 15, 1998
John Q. Arnold Chief Financial Officer
Principal Financial Officer
<F*>
- ------------------------------ Senior Vice President - Finance July 15, 1998
Michael T. Normile and Control
Principal Accounting Officer
- 5 -
<PAGE> 6
<F*>
- ------------------------------ Director July 15, 1998
Richard E. Beumer
<F*>
- ------------------------------ Director July 15, 1998
Harry M. Cornell, Jr.
<F*>
- ------------------------------ Director July 15, 1998
Dr. Henry Givens, Jr.
<F*>
- ------------------------------ Director July 15, 1998
William A. Hall
<F*>
- ------------------------------ Director July 15, 1998
Thomas A. Hays
<F*>
- ------------------------------ Director July 15, 1998
Frank Lyon, Jr.
<F*>
- ------------------------------ Director July 15, 1998
Robert W. Murray
<F*>
- ------------------------------ Director July 15, 1998
Harvey Saligman
<F*>
- ------------------------------ Director July 15, 1998
Craig D. Schnuck
<F*>
- ------------------------------ Director July 15 1998
Alvin J. Siteman
<F*>
- ------------------------------ Director July 15, 1998
Robert L. Stark
<F*>
- ------------------------------ Director July 15, 1998
Patrick T. Stokes
- 6 -
<PAGE> 7
<F*>
- ------------------------------ Director July 15, 1998
John A. Wright
<F*>By /s/ John Q. Arnold
-------------------------------
John Q. Arnold
<FN>
<F*> John Q. Arnold, by signing his name hereto, does sign this document on
behalf of the persons named above, pursuant to a power of attorney duly
executed by such persons and previously filed.
</TABLE>
- 7 -
<PAGE> 8
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit No. Page
- ----------- ----
<S> <C>
4.1 Form of Indenture Regarding Subordinated Securities between
the Company and The First National Bank of Chicago, Trustee,
filed on March 31, 1992 as Exhibit 4.1 to the Company's
Report on Form 8-K dated September 24, 1992, is incorporated
herein by reference.
4.2 Rights Agreement dated as of May 20, 1998 between the Company
and Harris Trust and Savings Bank, as Rights Agent
(including as exhibits thereto the form of Certificate of
Designation, Preferences and Rights of Series B Junior
Participating Preferred Stock and the form of Right
Certificate), filed as Exhibit 1 to the Company's
Registration Statement on Form 8-A, dated May 27, 1998, is
incorporated herein by reference.
4.3 Form of Indenture Regarding Senior Debt Securities, filed as
Exhibit 4.1 to the Company's Registration Statement on Form
S-3 (No. 333-25775), is incorporated herein by reference.
4.4 Form of Indenture Regarding Subordinated Debt Securities,
filed as Exhibit 4.2 to the Company's Registration Statement
on Form S-3 (No. 333-25775), is incorporated herein by
reference.
4.5 Indenture, dated February 4, 1997, First Supplemental
Indenture, dated February 4, 1997, and Supplemental
Indenture of First Supplemental Indenture, dated May 22,
1997, between the Company, as issuer, and The Chase
Manhattan Bank, as Indenture Trustee, filed as Exhibits 4.5,
4.6 and 4.12, respectively, to the Company's Registration
Statement on Form S-4 (No. 333-25131), are incorporated
herein by reference.
5.1 Opinion of Thompson Coburn as to the legality of the
securities being registered.<F*>
23.1 Consent of KPMG Peat Marwick LLP with regard to use of its
report on the Company's financial statements.<F*>
23.2 Consent of Thompson Coburn (included in Exhibit 5.1).
24.1 Power of Attorney.
99.1 CBT Corporation 1986 Stock Option Plan, filed as Exhibit 4 to
CBT Corporation's Registration Statement on Form S-8
(Registration No. 33-28512), is incorporated herein by
reference.
99.2 CBT Corporation Stock Option Plan (as Amended and Restated
Effective March 16, 1995).<F*>
<FN>
______________
<F*> Filed herewith. All other exhibits were previously filed.
</TABLE>
- 8 -
<PAGE> 1
[LETTERHEAD OF THOMPSON COBURN]
July 15, 1998
Mercantile Bancorporation Inc.
P.O. Box 524
St. Louis, Missouri 63166-0524
Re: Amendment No. 2 on Form S-8 to Form S-4 -- 273,514 Shares of
Mercantile Bancorporation Inc. Common Stock, $0.01 Par Value
------------------------------------------------------------
Ladies and Gentlemen:
We refer you to Amendment No. 2 (post-effective) on Form S-8 to Form
S-4 (File No. 333-50203) filed by Mercantile Bancorporation Inc. (the
"Company") on July 15, 1998 (the "Registration Statement") with the
Securities and Exchange Commission (the "SEC") under the Securities Act of
1933, as amended, pertaining to the proposed issuance by the Company of up to
273,514 shares of the Company's common stock, $0.01 par value (the "Shares"),
pursuant to the CBT Corporation 1986 Stock Option Plan (the "1986 Plan") and
the CBT Corporation 1993 Stock Option Plan (as Amended and Restated Effective
March 16, 1995) (the "1993 Plan" and, collectively with the 1986 Plan, the
"Plans"), pursuant to the terms and conditions of the Agreement and Plan of
Merger dated January 10, 1998 by and among the Company, Ameribanc, Inc. and
CBT Corporation (such transaction was consummated on July 1, 1998), all as
provided in the Registration Statement. In rendering the opinions set forth
herein, we have examined such corporate records of the Company, such laws and
such other information as we have deemed relevant, including the Company's
Restated Articles of Incorporation and Bylaws, as amended and currently in
effect, the resolutions adopted by the Executive Committee of the Company's
Board of Directors relating to the Plans, certificates received from state
officials and statements we have received from officers and representatives
of the Company. In delivering this opinion, we assumed: the genuineness of
all signatures; the authenticity of all documents submitted to us as
originals; the conformity to the originals of all documents submitted to us
as certified, photostatic or conformed copies; the authenticity of the
originals of all such latter documents; and the correctness of statements
submitted to us by officers and representatives of the Company.
Based only on the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing
under the laws of the State of Missouri; and
2. The Shares to be issued by the Company pursuant to the
Registration Statement have been duly authorized by the Company and, when
issued by the Company in accordance with the Plans, will be duly and validly
issued and will be fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very Truly Yours,
/s/ Thompson Coburn
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Stockholders
Mercantile Bancorporation Inc.:
We consent to the incorporation by reference in the registration statement
(No. 333-50203) on Form S-8 of Mercantile Bancorporation Inc. of our report
dated January 21, 1998, with respect to the consolidated balance sheets of
Mercantile Bancorporation Inc. and subsidiaries as of December 31, 1997,
1996, and 1995, and the related consolidated statements of income, changes in
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1997, which report is incorporated by reference in
the Form S-8 of Mercantile Bancorporation Inc. dated July 15, 1998.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
July 15, 1998
<PAGE> 1
CBT CORPORATION
---------------
1993 STOCK OPTION PLAN
----------------------
(As Amended and Restated Effective March 16, 1995)
Preamble
--------
CBT Corporation adopted the CBT Corporation 1993 Incentive Stock Option
Plan, effective March 17, 1993. The Plan was subsequently approved by the
shareholders of the Company. The Company now desires to amend and restate the
Plan, subject to shareholder approval, effective for options granted on and
after March 16, 1995, to provide for granting of nonstatutory stock options and
to permit the Plan Committee to determine the vesting period of options granted
under the Plan. The Plan is renamed "CBT Corporation 1993 Stock Option Plan" to
reflect that nonstatutory options can now be awarded under the Plan. These
amendments shall not affect outstanding options granted under the Plan before
March 16, 1995, and the provisions of the Plan as in effect before these
amendments shall apply to such options. The Plan as so amended and restated
reads as follows:
1. PURPOSE. The purpose of the Plan is to strengthen the Company by
-------
providing an additional means of retaining and attracting competent management
personnel and by providing to participating officers and other key employees of
the Company and its Subsidiaries added incentive for high levels of performance
and for unusual efforts to increase the earnings of the Company through the
opportunity for stock ownership offered by the Plan.
2. DEFINITIONS. For purposes of this Plan, capitalized words and phrases
-----------
shall have the following meanings:
A. Board. The word "Board" means the Company's Board of Directors.
-----
B. Change in Control. The term Change in Control means: [a] any share
-----------------
exchange or merger or consolidation of the Corporation or a significant
subsidiary of the Corporation if either [i] the Corporation will not be the
surviving or acquiring corporation or will not own 100% of the outstanding
capital stock of the surviving or acquiring corporation following the
consummation of the transactions contemplated by the plan or agreement of
exchange, merger or consolidation, or [ii] there will be a substantial change
in the proportionate ownership of outstanding share of voting stock of the
Corporation as a result of the transactions contemplated by such plan or
agreement of exchange, merger or consolidation; [b] any sale, lease, exchange,
transfer or other disposition of all or any substantial part of the assets of
the Corporation or a subsidiary of the Corporation followed by a liquidation of
the Corporation; [c] the commencement of any tender offer, exchange offer or
other purchase offer for,
<PAGE> 2
any/or any agreement to purchase, as much as (or more than) 30% of the
outstanding Common Stock of the Corporation or a subsidiary of the Corporation;
or [d] the Board or the shareholders of the Corporation approve, adopt, agree
to recommend, or accept any agreement, contract, offer or other arrangement
providing for, or any series of transactions resulting in, any of the
transactions described above.
C. Code. The word "Code" means the Internal Revenue Code of 1986, as
----
amended.
D. Common Stock. The term "Common Stock" means the Company's common
------------
stock or the common stock or securities of a Successor that have been
substituted therefor pursuant to Section 8.
E. Company. The word "Company" means CBT Corporation, a Kentucky
-------
corporation, with its principal place of business at 333 Broadway, Paducah,
Kentucky 42001
F. Exchange Act. The term "Exchange Act" means the Securities
------------
Exchange Act of 1934, as amended from time to time.
G. ISO. The acronym "ISO" means an option to purchase Common Stock
---
which at the time the option is granted qualifies as an incentive stock option
within the meaning of Code Section 422.
H. NSO. The acronym "NSO" means a nonstatutory stock option to
---
purchase Common Stock which at the time the option is granted does not qualify
as an ISO.
I. Option Price. The term "Option Price" means the price to be paid
------------
for Common Stock upon the exercise of an option granted under the Plan, in
accordance with Section 7.A.
J. Optionee. The word "Optionee" means an employee to whom options
--------
have been granted under the Plan.
K. Optionee Representative. The term "Optionee Representative" means
-----------------------
the personal representative of the Optionee's estate, and after final settlement
of the Optionee's estate, the successor or successors entitled thereto by law.
L. Plan. The word "Plan" means the CBT Corporation 1993 Stock Option
----
Plan, as set forth herein, and as amended from time to time.
M. Plan Committee. The term "Plan Committee" means the committee
--------------
appointed by the Board to administer the Plan, pursuant to Section 4.
N. Subsidiary. The word "Subsidiary" means, as defined
----------
2
<PAGE> 3
in Code Section 424(f), any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company if, at the time of the granting
of an option under the Plan, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock of one of
the other corporations in such chain.
O. Successor. The word "Successor" means the entity surviving a
---------
merger or consolidation with the Company, or the entity that acquires all or
a substantial portion of the Company's assets or outstanding capital stock
(whether by merger, purchase or otherwise).
P. Ten Percent Shareholder. The term "Ten Percent Shareholder" means
-----------------------
an employee who, at the time an option is granted, owns stock possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or Subsidiary employing the Optionee or of its parent
(within the meaning of Code Section 424(e)) or Subsidiary.
3. STOCK SUBJECT TO PLAN. Subject to adjustment as provided in Section 8,
---------------------
the aggregate number of shares of Common Stock which may be issued under the
Plan shall not exceed four hundred thousand (400,000) shares. ---------------
(-------) shares have been issued under the Plan as of March 16, 1995, leaving
- --------------- shares (-------) shares available for issuance under the Plan
effective March 16, 1995. Authorized and unissued shares shall be delivered
under the Plan. If any option expires or terminates for any reason, the shares
of Common Stock subject thereto shall again become available under the Plan.
4. ADMINISTRATION.
--------------
A. Plan Committee. The Board shall appoint an option committee, known
--------------
as the Plan Committee, to administer the Plan, whose membership shall be
determined and reviewed from time to time by the Board. Members of the Plan
Committee shall serve until delivery of their written resignation to the Board
or until removal by the Board. The Plan Committee shall consist of not less than
three (3) members of the Board who are not and have not at any time for one (1)
year before appointment to the Committee been eligible to receive stock or
options under any plan of the Company or any of its affiliates. Members of the
Plan Committee shall be subject to any additional restrictions necessary to
satisfy the requirements for disinterested administration of the Plan as set
forth in Rule 16b-3 under the Exchange Act.
B. Plan Administration. The Plan Committee shall have full power and
-------------------
authority to construe, interpret and administer the
3
<PAGE> 4
Plan and may from time to time adopt such rules and regulations for carrying
out the Plan as it may deem proper and in the Company's best interests. The
decision of a majority of the members of the Plan Committee shall constitute
the decision of the Plan Committee and the Plan Committee may act either at a
meeting at which a majority of the members of the Plan Committee is present, or
by a writing signed by all of the members of the Plan Committee. The
interpretation of any provisions of the Plan by the Plan Committee shall be
final, conclusive, and binding upon all persons and the officers of the Company
shall place into effect and shall cause the Company to perform its obligations
under the Plan in accordance with the determinations of the Plan Committee in
administering the Plan.
5. GRANT OF OPTIONS.
----------------
A. Plan Committee's Authority. Subject to the terms, provisions and
--------------------------
conditions of the Plan, the Plan Committee shall have exclusive jurisdiction:
[i] to select the employees to whom options shall be granted; [ii] to authorize
the granting of ISOs, NSOs or a combination of ISOs and NSOs to employees;
[iii] to determine the number of shares of Common Stock subject to each option;
[iv] to determine the time or times when options will be granted, the manner in
which each option shall be exercisable, and the duration of the exercise period;
[v] to fix such other provisions of the option agreement as it may deem
necessary or desirable consistent with the terms of the Plan; and [vi] to
determine all other questions relating to the administration of the Plan.
B. $100,000 ISO Exercisability Limitation. Notwithstanding Section
--------------------------------------
5.A, the aggregate fair market value (determined as of the date the option is
granted) of the Common Stock for which ISOs will first become exercisable by an
Optionee in any calendar year under all ISO plans of the Company and its
Subsidiaries shall not exceed $100,000. Options granted in excess of this
limitation shall constitute NSOs.
6. ELIGIBILITY. Key employees of the Company and its Subsidiaries,
-----------
including officers and directors who are also employees of the Company or a
Subsidiary, are eligible to receive ISOs and NSOs under the Plan. Key employees
to whom options may be granted under the Plan will be those selected by the
Plan Committee from time to time who, in the sole discretion of the Plan
Committee, have contributed in the past or who may be expected to contribute
materially in the future to the successful performance of the Company and its
Subsidiaries.
7. TERMS OF OPTIONS. Each option granted under the Plan
----------------
4
<PAGE> 5
shall be evidenced by an option agreement signed by the Optionee and by a
member of the Plan Committee on behalf of the Company. An option agreement
shall constitute a binding contract between the Company and the Optionee, and
every Optionee, upon acceptance of such option agreement, shall be bound by the
terms and restrictions of the Plan and of the option agreement. Such agreement
shall be subject to the following express terms and conditions and to such
other terms and conditions that are not inconsistent with the Plan as the Plan
Committee may deem appropriate.
A. Option Price. The Option Price per share of Common Stock shall be
------------
determined by the Plan Committee at the time an option is granted. The Option
Price for ISOs shall be not less than: [i] the fair market value of Common Stock
on the date of grant, or [ii] in the case of an ISO granted to a Ten Percent
Shareholder, one hundred ten percent (110%) of the fair market value of Common
Stock on the date of grant. The fair market value of Common Stock shall be
determined by the average of the closing bid and asked quotations or the
closing high bid quotation, whichever is available, for the Common Stock in
the over-the-counter market, as reported by the National Association of
Securities Dealers Automated Quotation System on the business day immediately
preceding the date of grant. The Option Price shall be subject to adjustment
as provided in Section 8.
B. Option Period. Subject to Section 7.C, each option agreement shall
-------------
specify the period for which the option thereunder is granted and shall provide
that the option shall expire at the end of such period. The Plan Committee may
extend such period provided that, in the case of an ISO, such extention shall
not in any way disqualify the option as an ISO without the Optionee's consent.
In no case shall such period, including any such extensions, exceed ten (10)
years from the date of grant, provided, however, that in the case of an ISO
granted to a Ten Percent Stockholder, such period, including extensions, shall
not exceed five (5) years from the date of grant.
C. Lapse of ISO. An ISO shall lapse at the earliest of the following
------------
times:
[1] ten (10) years from the date of grant;
[2] five (5) years after the date of this Agreement if Optionee
is a Ten Percent Shareholder on the date of this Agreement); or
[3] three (3) months after termination of employment with the
Company or a Subsidiary for reasons other than death, Disability, or
discharge for cause;
[4] one (1) year after termination of employment with the Company
or a Subsidiary because of Optionee's death
5
<PAGE> 6
or Disability; or
[5] immediately upon termination of employment through discharge
for cause, as determined by the Plan Committee in its sole discretion; or
[6] on the date Optionee becomes employed by or renders services
for a financial institution in competition with the Company or its
Subsidiaries in any county in which the Company or any of its Subsidiaries
is located following Optionee's termination of employment with the Company
or its Subsidiaries, as determined by the Plan Committee in its sole
discretion.
D. ISO Installment Exercise Period. Except to the extent provided
-------------------------------
otherwise by Section 7.H, in no event shall an ISO be exercisable during the
first two (2) years after the date of grant. Thereafter, an ISO may be exercised
on or after the anniversary of the date of grant in three (3) equal annual
installments so that the full grant may be exercised not sooner than four (4)
years after the date of grant.
E. Leaves of Absence. The Plan Committee may, in its discretion,
-----------------
treat all or any portion of any period during which an Optionee is on military
or on an approved leave of absence from the Company or a Subsidiary as a period
of employment of the Optionee by the Company or Subsidiary for purposes of
accrual of the Optionee's rights under the Plan. Notwithstanding the foregoing,
if a leave of absence exceeds ninety (90) days and reemployment is not
guaranteed by contract or statute, the Optionee's employment by the Company or a
Subsidiary for the purposes of the Plan shall be deemed to have terminated on
the 91st day of the leave.
F. Manner of Exercise. To exercise an option, the Optionee shall
------------------
deliver to the Company: [i] seven (7) days' prior written notice specifying
the number of shares as to which the option is being exercised and, if
determined by counsel for the Company to be necessary, representing that such
shares are being acquired for investment purposes only and not for purpose of
resale or distribution; and [ii] payment by the Optionee, or a broker-dealer
(as provided in Section 7.G), for such shares of the Option Price for the
number of shares with respect to which the option is exercised. On or before
the expiration of the seven (7) day notice period, and provided that all
conditions precedent contained in the Plan are satisfied, the Company shall,
without transfer or issuance tax or other incidental expenses to Optionee,
deliver to Optionee, at the offices of the Company, a certificate or
certificates for the Common Stock. Options are exercisable only in whole
shares, and fractional share interests shall be disregarded. If Optionee
fails to accept delivery of the Common Stock, the Optionee's rights to
exercise the applicable portion of the option shall terminate.
6
<PAGE> 7
G. Payment for Shares. Except as otherwise provided in this
------------------
Section 7, the Option Price for the Common Stock shall be paid in full when
the option is exercised. Subject to such rules as the Committee may impose,
the Option Price may be paid in whole or in part in [i] cash, [ii] whole
shares of Common Stock owned by the Optionee evidenced by negotiable
certificates, [iii] by a combination of such methods of payment, or [iv] such
other consideration as shall constitute lawful consideration for the issuance
of Common Stock and be approved by the Committee (including without limitation,
assurance satisfactory to the Committee from a broker registered under the
Exchange Act of the delivery of the proceeds of an imminent sale of the Common
Stock to be issued pursuant to the exercise of such option, such sale to be
made at the direction of the Optionee). Moreover, subject to such restrictions,
terms and conditions as the Committee may impose, an Optionee may request the
Company to "pyramid" the Optionee's shares; that is, to automatically apply
the shares which the Optionee is entitled to receive on the exercise of a
portion of an option to satisfy the exercise for additional portions of the
option, thus resulting in multiple simultaneous exercises of an option by use
of whole shares as payment. If payment of the Option Price is made in Common
Stock, the value of the Common Stock used for payment of the Option Price shall
be the fair market value of the Common Stock, determined in accordance with
Section 7.A, on the business day preceding the day written notice of exercise
is delivered to the Company.
H. Acceleration. Notwithstanding the provisions of Sections 7.B or D
------------
to the contrary, if there is a Change in Control, at the discretion of the Plan
Committee, the exercise dates of all outstanding options shall accelerate so
that each option outstanding may be exercised on or after the date of the Change
in Control.
I. ISOs. Each option agreement which provides for the grant of an
---
ISO shall contain such terms and provisions as the Plan Committee deems
necessary or desirable to qualify such option as an ISO within the meaning
of Code Section 422.
J. Transferability of Options. Options granted under the Plan may not
--------------------------
be transferred by the Optionee otherwise than by will or the laws of descent
and distribution, and during the lifetime of the Optionee to whom granted,
may be exercised only by such Optionee.
8. ADJUSTMENT OF SHARES. In the event of capital adjustment after the
--------------------
effective date of the Plan in the Common Stock of the Company by reason of any
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger or consolidation, or any other change (after the
effective date of the Plan) in the nature or number of shares of Common Stock
of the Company, a proportionate adjustment shall be made in the maximum number
and kind of shares which may be delivered under the Plan,
7
<PAGE> 8
and in the Option Price under and the number and kind of shares of Common
Stock covered by outstanding options granted under the Plan. By virtue of such
a capital adjustment, the price of any share under option shall be adjusted
so that there will be no change in the aggregate purchase price payable upon
exercise of any such option. Such determination by the Plan Committee shall be
conclusive.
Without limiting the generality of the foregoing, if [a] there is a
Change in Control of the Company, and [b] as a result of the transactions
contemplated by the Change in Control, a Successor will acquire all or a
substantial portion of the assets or outstanding capital stock of the
Company, then the kind of shares of common stock which shall be subject to
the Plan and to each outstanding option shall automatically be converted
into and replaced by shares of common stock, or such other class of equity
securities having rights and preferences no less favorable than common stock
of the Successor, and the number of shares subject to the options and the
purchase price per share upon exercise of the options shall be correspondingly
adjusted, so that, by virtue of such Change in Control of the Company, each
optionee shall have the right to purchase [i] that number of shares of the
Successor which, as of the date of the Change in Control, have a fair market
value equal to the fair market value of the shares of the Company theretofore
subject to an option, [ii] for a purchase price per share which, when
multiplied by the number of shares of the Successor subject to the option,
shall equal the aggregate exercise price at which the Optionee could have
acquired shares of the Company under such option.
The granting of an option pursuant to this Plan shall not affect in any
way the right and power of the Company to make adjustments, reorganizations,
reclassifications, or changes of its capital or business structure or to
merge, consolidate, dissolve, liquidate, sell or transfer all of any part
of its business or assets; provided, however, that the Company shall not,
and shall not permit its Subsidiaries to, recommend or agree or consent to a
transaction or series of transactions which would result in a Change of
Control of the Company unless and until the person or persons acquiring or
succeeding to assets or capital stock of the Company or its Subsidiaries as
a result of such transaction or transactions agrees to be bound by the terms
of the Plan so far as it pertains to options therefore granted and agrees to
assume and perform the obligations of the Company and its Successor under the
Plan.
9. COMPLIANCE WITH OTHER LAWS AND REGULATIONS. Upon the exercise of an
------------------------------------------
option at a time when there is not in effect a registration statement under
the Securities Act of 1933 and any applicable state securities laws (the
"Securities Laws") relating to the shares of Common Stock issuable upon
exercise thereof and
8
<PAGE> 9
available for delivery, a prospectus meeting the requirements of the Securities
Laws, the shares of Common Stock may be issued only if the Optionee or
Optionee Representative represents and warrants in writing to the Company that
the shares being purchased are being acquired for investment and not with a
view to the distribution thereof. The shares of the Common Stock shall contain
such legends or other restrictive endorsements as counsel for the Company
shall deem necessary or proper. No shares of Common Stock shall be purchased
upon the exercise of any option unless and until there shall have been
satisfied any applicable requirements of the Securities and Exchange Commission
or other regulatory agencies having jurisdiction and of any exchanges upon
which stock of the Company may be listed. The Company covenants that it will
take all actions necessary to register under the Securities Laws the Common
Stock issuable upon exercise of options granted pursuant to this Plan.
10. NO RIGHTS AS SHAREHOLDER. No Optionee or Optionee's Representative
------------------------
shall have any rights as a shareholder with respect to Common Stock subject
to Optionee's option before the date of transfer to the Optionee of a
certificate or certificates for such shares.
11. NO RIGHTS TO CONTINUED EMPLOYMENT. The Plan and any option granted
---------------------------------
under the Plan shall not confer upon any Optionee any right with respect to
continuance of employment by the Company or any Subsidiary, nor shall it
interfere in any way with the right of the Company or any Subsidiary by
which an Optionee is employed to terminate Optionee's employment at any time.
12. TERMINATION. The Plan shall terminate on December 31, 2002, and may
-----------
be terminated at any earlier time by the Plan Committee. No option shall be
granted after termination of the Plan. Termination of the Plan, however, shall
not affect the validity of any option theretofore granted under the Plan.
13. AMENDMENT. The Board shall have the right, at any time, to amend,
---------
suspend or terminate the Plan in any respect that it may deem to be in the best
interests of the Company, except that, without approval by shareholders of the
Company holding not less than a majority of the votes represented and entitled
to be voted at a duly held meeting of the Company's shareholders, no amendment
shall be made if shareholder approval is necessary to continue to qualify
the Plan under the Securities and Exchange Commission Rule 16b-3. No amendment
of the Plan, however, may, without the consent of the Optionee or Optionee
Representative, make any changes in any outstanding option theretofore granted
under the Plan which would adversely affect the rights of such Optionee or
Optionee Representative.
9
<PAGE> 10
14. TAX WITHHOLDING. Upon the exercise of any option granted under the
---------------
Plan, or upon the disposition of any Common Stock acquired by the exercise
of an ISO granted under the Plan within two (2) years from the date of grant
or one (1) year after such Common Stock is transferred to the Optionee, the
Company shall have the right to require Optionee to remit to the Company an
amount sufficient to satisfy all federal, state and local withholding tax
requirements, or, alternatively, the Company shall have the right to retain
Common Stock otherwise payable to the Optionee pursuant to exercise of an
option in an amount sufficient to satisfy such withholding requirements, before
the delivery to the Optionee of any certificate(s) for shares of Common Stock.
15. GOVERNING LAW. This Plan and the stock option agreements entered
-------------
into under the Plan shall be governed by, and construed in accordance with,
the laws of the Commonwealth of Kentucky.
16. EFFECTIVE DATE. This Plan, as amended and restated, is effective
--------------
upon the approval by the Board on March 16, 1995; subject, however, to the
ratification of this Plan, as amended and restated, by the shareholders of
the Company. The Plan was originally approved by the Board on March 17, 1993
and ratified by the affirmative vote of a majority of the shares present or
represented by proxy at the Annual Meeting of Stockholders held on April 20,
1993. The effective date of each option shall be the day on which it is granted
to any Optionee.
Dated as of the 16th day of March, 1995.
CBT CORPORATION
By:
---------------------------------------------
Title:
------------------------------------------
ATTEST:
- ----------------------------------
10
