<PAGE>
As filed with the Securities and Exchange Commission on December 21, 1994
Registration No. 33-51429
- - - -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------------------------------
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
ON
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------
CORESTATES FINANCIAL CORP
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1899716
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Philadelphia National Bank Building
Broad and Chestnut Streets
Philadelphia, Pennsylvania 19107
215-973-5680
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
----------------------------------
Constellation Bancorp 1992 Stock Option and Stock Appreciation Right Plan
Constellation Bancorp 1989 Stock Incentive Compensation Plan
Constellation Bancorp 1987 Stock Incentive Compensation Plan
Constellation Bancorp Stock Option and Stock Appreciation Right Plan
(Full title of the plan)
----------------------------------
DAVID T. WALKER
Deputy Chief Counsel
CoreStates Financial Corp
F.C. 1-1-17-1
Post Office Box 7618
Philadelphia, Pennsylvania 19101-6187
215-973-3806
(Name, Address, including zip code and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date of this
Registration Statement.
----------------------------------
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
----------------------------------
This Registration Statement also relates to an indeterminate number of shares of
CoreStates Financial Corp Common Stock, $1.00 par value, that may be issued upon
stock splits, stock dividends, or similar transactions in accordance with Rule
416.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 1/
-
Item 1. Plan Information
Item 2. Registrant Information and Employee Plan Annual Information
---------------------------------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by CoreStates Financial Corp
("CoreStates") with the Commission pursuant to the Securities Exchange Act of
1934 (the "Exchange Act") are incorporated herein by reference:
1. the Annual Report on Form 10-K for the year ended December 31,
1993 (which includes portions of the 1993 Annual Report to Shareholders);
2. the Current Reports on Form 8-K dated January 19, 1994; March 7,
1994; March 16, 1994 as amended by Form 8-K/A, Amendment No. 1, dated May 5,
1994 and Form 8-K/A, Amendment No. 2 dated September 13, 1994; April 19, 1994;
April 29, 1994; May 5, 1994 (which includes the consolidated financial
statements of CoreStates for the year ended December 31, 1993 restated to
incorporate Constellation Bancorp which was acquired on March 16, 1994) as
amended by Form 8-K/A, Amendment No. 1 dated September 13, 1994; May 19, 1994;
June 8, 1994, June 27, 1994, as amended by Form 8-K/A, Amendment No. 1 dated
September 13, 1994; July 14, 1994; July 20, 1994; September 13, 1994 (which
includes the consolidated financial statements of CoreStates for the year ended
December 31, 1993 restated to incorporate Independence Bancorp, Inc. which was
acquired on June 27, 1994); September 14, 1994; October 19, 1994; and December
2, 1994 filed with the Commission pursuant to Section 13(a) of the Exchange Act;
3. the Quarterly Reports on Form 10-Q for the quarters ended March
31, 1994, as amended by Form 10-Q/A, Amendment No. 1, dated September 13, 1994;
June 30, 1994; and September 30, 1994.
4. the description of CoreStates Common Shares contained in
CoreStates' Registration Statement on Form 8-A/A dated December 22, 1993.
- - - -----------------
1/ This information is not required to be included in, and is not incorporated
- - - -
by reference in, this Registration Statement.
<PAGE>
All Documents subsequently filed by CoreStates pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
post-effective amendment to registration statement and prior to the filing of a
subsequent post-effective amendment to this registration statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
The validity of the CoreStates Common Stock to be issued under the
Plans has been passed upon by David J. Martin, Esq., Executive Vice President
and Chief Counsel of CoreStates. At November 30, 1994 Mr. Martin was the
beneficial owner of 11,405 shares of CoreStates Common Stock and options
covering an additional 52,736 shares of CoreStates Common Stock.
Item 6. Indemnification of Directors and Officers.
Sections 1741 et seq. of the Pennsylvania Business Corporation Law
provide that a business corporation may indemnify directors and officers against
liabilities they may incur in such capacities provided certain standards are
met, including good faith and reasonable belief that the particular action is
in, or not opposed to, the best interests of the corporation. In general, this
power to indemnify does not exist in the case of actions against a director or
officer by or in the right of the corporation if the person entitled to
indemnification shall have been adjudged to be liable for negligence or
misconduct in the performance of the person's duties. However, Section 1746
provides that the other sections of the law are not exclusive and that further
indemnification may be provided by by-law, agreement or otherwise except where
the act or failure to act giving rise to a claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness.
CoreStates is required to indemnify directors and officers against expenses they
may incur in defending action against them in such capacities if they are
successful on the merits or otherwise in the defense of such actions.
The by-laws of CoreStates provide for the mandatory indemnification of
directors and officers to the full extent permitted by law. CoreStates has
purchased directors' and officers' liability insurance covering certain
liabilities which
<PAGE>
may be incurred by its officers and directors in connection with the performance
of their duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4 The rights of the holders of CoreStates' common stock are
contained in the Articles of Incorporation of CoreStates as
amended through May 3, 1993, filed as Exhibit 3(a) to
CoreStates's Current Report on Form 8-K dated October 21,
1993, and incorporated herein by reference.
* 5 Opinion re Legality.
* 23 Consent of David J. Martin (included in 5. above).
* 24 Power of Attorney.
99.1 Constellation Bancorp 1989 Stock Incentive
Compensation Plan (incorporated herein by
reference to Exhibit 28 to a Registration
Statement on Form S-8, No. 33-34701,
filed by Constellation Bancorp).
99.2 Constellation Bancorp 1987 Stock Incentive Compensation Plan
(incorporated herein by reference to Exhibit 4.1 of a
Registration Statement on Form S-8, No. 33-17132, filed by
Constellation Bancorp).
99.3 Constellation Bancorp Stock Option and Stock Appreciation
Right Plan (incorporated herein by reference to Exhibit 4.1
of a Registration Statement on Form S-8, No. 33-8629, filed
by Constellation Bancorp).
99.4 Constellation Bancorp 1992 Stock Option and Stock
Appreciation Right Plan.
* filed with original Form S-4 Registration Statement No. 33-51429.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
-------- -------
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of 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) 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 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
<PAGE>
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 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 Post Effective
Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Philadelphia, and
Commonwealth of Pennsylvania, on this 21st of December, 1994.
CORESTATES FINANCIAL CORP
By: /s/ Terrence A. Larsen
--------------------------------------------
Terrence A. Larsen
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment to Registration Statement has been signed below by the
following persons in the capacities and on the date indicated below.
<TABLE>
<CAPTION>
Signatures Capacity Date
----------------------------------------------------------------------
<S> <C> <C>
* Director, Chairman December 21, 1994
- - - ------------------------- of the Board,
TERRENCE A. LARSEN President and Chief
Executive Officer
(principal executive
officer)
/s/ David C. Carney
- - - ------------------------- Chief Financial December 21, 1994
DAVID C. CARNEY Officer (principal
financial officer)
* Executive Vice December 21, 1994
- - - ------------------------- President (principal
ALBERT W. MANDIA accounting officer)
* Director December 21, 1994
- - - -------------------------
GEORGE A. BUTLER
* Director December 21, 1994
- - - -------------------------
NELSON G. HARRIS
* Director December 21, 1994
- - - -------------------------
CARLTON E. HUGHES
* Director December 21, 1994
- - - -------------------------
SHIRLEY A. JACKSON
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signatures Capacity Date
- - - ---------------------------------------------------------------------------
<S> <C> <C>
* Director December 21, 1994
- - - -------------------------
ERNEST E. JONES
* Director December 21, 1994
- - - -------------------------
HERBERT LOTMAN
Director
- - - -------------------------
GEORGE V. LYNETT
* Director December 21, 1994
- - - -------------------------
PATRICIA A. MCFATE
* Director December 21, 1994
- - - -------------------------
JOHN A. MILLER
* Director December 21, 1994
- - - -------------------------
MARLIN MILLER, JR.
Director
- - - -------------------------
STEPHANIE W. NAIDOFF
* Director December 21, 1994
- - - -------------------------
SEYMOUR S. PRESTON,III
Director
- - - -------------------------
JAMES M. SEABROOK
* Director December 21, 1994
- - - -------------------------
J. LAWRENCE SHANE
* Director December 21, 1994
- - - -------------------------
RAYMOND W. SMITH
* Director December 21, 1994
- - - -------------------------
HAROLD A. SORGENTI
* Director December 21, 1994
- - - -------------------------
PETER S. STRAWBRIDGE
</TABLE>
* By: /s/ David C. Carney
---------------------------------
David C. Carney
Attorney-in-Fact
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Number Page
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<C> <S> <C>
4 The rights of the holders of CoreStates'
common stock arecontained in the Articles
of Incorporation of CoreStates as amended
through May 3, 1993, filed as Exhibit 3(a)
to CoreStates's Current Report on Form 8-K
dated October 21, 1993, and incorporated
herein by reference.
* 5 Opinion re Legality.
* 23 Consent of David J. Martin (included in 5.
above).
* 24 Power of Attorney.
99.1 Constellation Bancorp 1989 Stock
Incentive Compensation Plan
(incorporated herein by reference to
Exhibit 28 to a Registration Statement
on Form S-8, No. 33-34701, filed
by Constellation Bancorp).
99.2 Constellation Bancorp 1987 Stock Incentive
Compensation Plan (incorporated herein by
reference to Exhibit 4.1 of a Registration
Statement on Form S-8, No. 33-17132, filed
by Constellation Bancorp).
99.3 Constellation Bancorp Stock Option and Stock
Appreciation Right Plan (incorporated herein
by reference to Exhibit 4.1 of a Registration
Statement on Form S-8, No. 33-8629, filed by
Constellation Bancorp).
99.4 Constellation Bancorp 1992 Stock Option and
Stock Appreciation Right Plan.
</TABLE>
* filed with original Form S-4 Registration Statement No. 33-51429.
<PAGE>
Exhibit 99.4
CONSTELLATION BANCORP
1992 STOCK OPTION AND STOCK APPRECIATION RIGHT PLAN
1. Purpose
The purposes of the Constellation Bancorp 1992 Stock Option and Stock
Appreciation Right Plan are:
- To provide special earnings opportunities to key executives of the
Company and its Subsidiaries by enabling them to share in positive
changes in the value of the Common Stock of the Company; and
- To enable the Company to attract and to keep in its employment
executives who can contribute significantly to its long term business
interests.
In order to accomplish these purposes, the Plan authorizes the granting to
such key executives of Options to purchase Common Stock and Stock Appreciation
Rights as described herein.
2. Definitions
For purposes of the Plan, the following terms shall have the meanings
indicated:
2.1 "Board of Directors" means the Board of Directors of the Company.
2.2 "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
2.3 "Committee" means the Compensation Committee of the Board of
Directors or, if none has been appointed, all members of the Board of
Directors who are not then employed by the Company or any of its
Subsidiaries.
2.4 "Common Stock" means the Company's common stock, no par value.
2.5 "Company" means Constellation Bancorp.
2.6 "Fair Market Value" means the last sale price for a share of
Common Stock as reported by the National Association of Securities Dealers
Automated Quotation System/National Market System, or if no sales are
reported for that day, for the last preceding day on which a sale was
reported.
<PAGE>
2.7 "Guidelines" means the general guidelines for interpreting and
administering the Plan as adopted from time to time by the Committee.
2.8 "Incentive Stock Option" means a stock option granted under the
Plan which satisfies the requirements of Section 422 of the Code or such
successor provision as may be in effect from time to time.
2.9 "Non-Qualified Stock Option" means a stock option granted under
the Plan which is not intended to satisfy the requirements of Section 422
of the Code or such successor provision as may be in effect from time to
time;
2.10 "Participant" means a key employee who has been granted Options
under the Plan.
2.11 "Option" means either an Incentive Stock Option or a Non-
Qualified Stock Option granted under the Plan.
2.12 "Plan" means the 1992 Stock Option and Stock Appreciation Right
Plan.
2.13 "Retirement" means the retirement of an employee from the employ
of the Company or any Subsidiary on normal, early, postponed or disability
retirement, as provided for at the time for such retirement under the
applicable retirement program then maintained by the Company or Subsidiary,
as the case may be.
2.14 "Stock Appreciation Right" means a right that provides for
payment in accordance with Section 7 hereof.
2.15 "Subsidiary" or "Subsidiaries" means a corporation or
corporations in which the Company owns, directly or indirectly, stock
sufficient to qualify as a subsidiary under Section 424 of the Code.
2.16 Whenever used herein, unless the context indicates otherwise,
words in the masculine form shall be deemed to refer to females as well as
males.
3. Administration
3.1 The Plan shall be administered by the Committee.
3.2 Subject to the express provisions of the Plan, the Committee
shall have full authority, in its discretion, to determine the eligibility
for awards under the Plan and the provisions of Options granted under the
Plan; to adopt, amend and rescind guidelines for the administration of the
Plan; and to decide all questions and settle all controversies which may
arise in connection with the Plan. The decision of the Committee on all
matters as to which the
<PAGE>
Committee is given authority herein shall be binding on all persons
concerned.
4. Shares Subject to the Plan
4.1 The numbers of shares of Common stock which may be issued under
the Plan shall not exceed 1,000,000 shares.
4.2 Stock Appreciation Rights may be granted with respect to some or
all of the shares described in subsection 4.1. Such Stock Appreciation
Rights may be granted coincident with or after the grant of the related
Options to purchase the shares.
4.3 If any Option granted under the Plan terminates without having
been exercised in whole or in part for any reason, the number of shares of
Common Stock as to which the Option has not been exercised shall be
available for future grants within the limitation prescribed in subsection
4.1. Notwithstanding the preceding sentence, if the Option was surrendered
in connection with the exercise of a Stock Appreciation Right payment for
which payment is made in shares, the number of shares issued in payment
therefor shall not be available for future grants under the Plan.
4.4 Shares of Common Stock delivered under the exercise of Options
shall consist of shares of authorized but unissued Common Stock, except
that the Board may in its discretion determine in any case that the shares
to be delivered shall consist of issued shares which were reacquired by the
Company and held in its treasury.
5. Eligibility for Options or Stock Appreciation Rights
5.1 Employees eligible to receive Options or Stock Appreciation
Rights under the Plan shall be those key executives of the Company or its
Subsidiaries who are in a position to affect significantly the long term
business interests of the Company and who have been so designated by the
Committee.
5.2 Grants of Options or Stock Appreciation Rights may be made at any
time fixed by the Committee, and may be made to eligible employees to whom
previous grants have already been made.
6. Provisions Applicable to Options
6.1 Form of Options. Options granted under the Plan may be either
Incentive Stock Options or Non-Qualified Stock Options, as the Committee
shall determine to be in the best interests of the Company at the time of
the grant of Options hereunder.
<PAGE>
6.2 Option Price. The Option price per share of Common Stock under
each Incentive Stock Option shall be determined by the Committee and shall
not be less than the Fair Market Value at the time the Option is granted.
The Option price per share of Common Stock under each Non-Qualified Stock
Option shall be determined by the Committee.
6.3 Value of Shares Subject to Incentive Stock Options. In the case
of an Option intended to qualify as an Incentive Stock Option, the
aggregate Fair Market Value (determined at the time the Option is granted)
of the Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by the Participant during any calendar year
under all such plans of the Company and its subsidiaries shall not exceed
$100,000.
6.4 Exercise of Options
6.4.1 Each Option shall be exercisable in whole or in part at
such times as the Committee may determine, but not later than ten
years from the date the Option is granted. The Committee may make
such exercise provisions, or may accelerate exercise provisions
previously established, if in the opinion of the Committee such action
is appropriate to carry out the intent of the Plan or any requirement
of the Code.
6.4.2 In lieu of a cash payment to exercise an Option in full or
in part, payment may be made by the tender of shares of Common Stock
with a Fair Market Value as of the exercise date equal to the option
price of the Option being exercised.
6.4.3 No Option may be transferred by the Participant other than
by will or the laws of descent and distribution, and during the
Participant's lifetime the Option may be exercised only by him or his
legal representative.
6.4.5 Except as otherwise provided by the Committee, in the
event of the Participant's death at a time when he is entitled to
exercise an Option, then at any time within three years after his
death such Option may be exercised, in full or in part as to shares
which the Participant was entitled to purchase at his death, by his
executor or administrator or other person to whom the Option is
transferred by will or the applicable laws of descent and
distribution. In no event, however, may such an Option be exercised
after the expiration of ten years from the date such Option was
granted nor, in the case of Incentive Stock Options, after the last
day specified in Section 422 of the Code.
<PAGE>
6.4.6 Except as otherwise provided by the Committee, in the
event of the Participant's termination of employment by reason of
disability when he is entitled to exercise an Option, then at any time
within one year of his termination of employment, such Option may be
exercised in full or in part as to shares which the Participant was
entitled to purchase at the date of his termination of employment. In
no event, however, may such an Option be exercised after the
expiration of ten years from the date such Option was granted nor, in
the case of Incentive Stock Options, after the last day specified in
Section 422 of the Code.
6.4.7 Except as otherwise provided by the Committee, in the
event of the Participant's Retirement when he is entitled to exercise
an Option, then at any time within three years of his Retirement such
Option may be exercised in full or in part as to shares which the
Participant was entitled to purchase at the date of his retirement.
In no event, however, may such an Option be exercised after the
expiration of ten years from the date such Option was granted nor, in
the case of Incentive Stock Options, after the last day specified in
Section 422 of the Code.
6.4.8 Except as otherwise provided by the Committee, in the
event of a Participant's termination of employment for any reason
other than death, disability or Retirement at a time when he is
entitled to exercise an Option, then at any time within three months
of such termination of employment such Option may be exercised in full
or in part as to shares which the Participant was entitled to purchase
at the date of his termination of employment. In no event, however,
may such an Option be exercised after the expiration of ten years from
the date such Option was granted. For purposes of the Plan, the
Committee shall determine when a termination of employment occurs, and
may provide that an approved leave of absence is not a termination of
employment.
6.5 Option Agreements. Each optionee shall be bound by the terms,
conditions and restrictions of the Plan and may be required, as a condition
to receiving a grant, to enter into a stock option agreement (an
"Agreement") containing such terms, conditions and restrictions, not
inconsistent herewith, as the Committee shall determine. The Agreement
shall state whether all or any part of the option granted the optionee is
an incentive stock option and the number of shares subject to the incentive
stock option.
<PAGE>
7. Stock Appreciation Rights
7.1 Grant of Stock Appreciation Rights. The Committee shall have
authority, in its sole discretion, to provide that a Stock Appreciation
Right shall be added to all or part of any Option granted under the Plan.
Any such Stock Appreciation Right shall permit the Participant to receive,
upon exercise of the Stock Appreciation Right and surrender of the Option,
an amount, to be paid in cash, in shares, or in both cash and shares, as
determined by the Committee in its discretion, equal in value to the
difference between the fair market value of the shares with respect to
which the Stock Appreciation Right is exercised and the Option price of the
shares. For purposes of this subsection 7.1, the fair market value of the
shares shall be determined by the Committee as of the last trading day
prior to the date the note of exercise of the Stock Appreciation Right is
received by the Committee.
7.2 Limit on Stock Appreciation Rights. With respect to Stock
Appreciation Rights granted under the Plan, the Committee may fix such
waiting periods, exercise dates or other limitations as it shall deem
appropriate, provided that no Stock Appreciation Right shall be exercisable
after the expiration of the Option to which it relates. In addition, the
Committee may impose a total prohibition on the exercise of such Stock
Appreciation Rights for such period or periods as it, in its sole
discretion, deems to be in the best interest of the Company.
7.3 A Stock Appreciation Right shall be exercisable only at such
times, and by such persons, as the related Option is exercisable.
8. Adjustment Upon Changes in Stock
In the event of a stock dividend, stock split or other change in corporate
structure or capitalization affecting the Common Stock which becomes effective
after the adoption of the Plan by the Board of Directors, the Committee may, in
its discretion, make appropriate adjustments in:
(i) the number and kind of shares of stock on which Options may
thereafter be granted hereunder;
(ii) the number and kind of shares of stock remaining subject to each
Option outstanding at the time of such change; and
(iii)the Option price.
The Committee's determination shall be binding on all persons concerned.
Subject to any required action by the shareholders, if the Company shall be the
surviving corporation
<PAGE>
in any merger or consolidation (other than a merger or consolidation in which
the Company survives but in which a majority of its outstanding shares are
converted into securities of another corporation or are exchanged for the
consideration), any Option granted hereunder shall pertain and apply to the
securities which a holder of the number of shares of stock of the Company then
subject to the Option would have been entitled to receive, but a dissolution or
liquidation of the Company or a merger or consolidation in which the Company is
not the surviving corporation or in which a majority of its outstanding shares
are so converted or exchanged shall cause every Option hereunder to terminate;
provided that if any such dissolution, liquidation, merger or consolidation is
contemplated, the Company shall either arrange for any corporation succeeding to
the business and assets of the Company to issue to the Participants replacement
Options on such corporation's stock which will to the extent possible preserve
the value of the outstanding Options or shall make the outstanding Options fully
exercisable at least 20 days before the effective date of any such dissolution,
liquidation, merger or consolidation. The existence of the Plan shall not
prevent any such change or other transaction and no Participant thereunder shall
have any right except as herein expressly set forth.
9. No Employment Rights
Neither the adoption of the Plan nor any grant of Options confers upon any
employee of the Company or a Subsidiary any right to continued employment with
the Company or Subsidiary, as the case may be, nor does it interfere in any way
with the right of the Company or a Subsidiary to terminate the employment of any
of its employees at any time.
10. Discontinuance, Cancellation, Amendment and Termination
The Board of Directors may at any time or times amend the Plan for the
purpose of satisfying the requirements of any changes in applicable laws or
regulations or for any other purposes which may at the time be permitted by law
or may at any time terminate the Plan as to any further grants of Options,
provided that no amendment shall be made without the approval of the
shareholders of the Company if such approval would be required in order for the
Plan to continue to comply with Section 16(b) of the Securities Exchange Act of
1934.
11. Effective Date
The Plan shall become effective upon its adoption by the Board of Directors
and Options may be granted under the Plan from and after the date of such
adoption and, if within four months of such date the shareholders of the Company
have not approved the Plan, the Plan shall terminate and all Options theretofore
granted shall terminate and cease to be of any force or effect. So long as the
Written Agreement (the "Written Agreement") by and between the Company and the
Federal Reserve Bank of New York is
<PAGE>
effective all Options shall be granted subject to Section 6(b) of the Written
Agreement, which requires that any and all provisions of Options shall be
consistent and comply with all applicable laws or regulations.
