<PAGE>
THIS IS A CONFIRMING ELECTRONIC FILING FOR FORM S-8 FILED ON MAY 19, 1995.
As filed with the Securities and Exchange Commission on May 19, 1995
Registration No. 33-92512
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Susquehanna Bancshares, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Pennsylvania 23-2201716
------------------------------------------ -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26 North Cedar Street, Lititz,
Pennsylvania 17543
------------------------------------------ -------------------------------
(Address of Principal Executive Offices) (Zip Code)
Susquehanna Bancshares, Inc. Employee Stock Purchase Plan
--------------------------------------------------------------------------------
(Full title of the plan)
Richard M. Cloney
Vice President
Susquehanna Bancshares, Inc.
26 North Cedar Street
Lititz, Pennsylvania 17543
--------------------------------------------------------------------------------
(Name and address of agent for service)
(717) 626-4721
--------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Proposed
maximum Proposed
offering maximum
Amount to price aggregate Amount of
Title of securities be per offering registration
to be registered registered share (1) price (1) fee
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$2.00 per share 500,000 $23.00 $11,500,000 $3,966.00
--------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee based upon the average of the
reported high and low sale prices of shares of Common Stock on May 15,
1995, as reported on the National Association of Securities Dealers'
National Market System.
--------------------------------------------------------------------------------
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Lititz, Commonwealth of Pennsylvania, on this 18th
day of May, 1995.
SUSQUEHANNA BANCSHARES, INC.
By: /s/ Richard M. Cloney
-----------------------------
Richard M. Cloney
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by or on behalf of the following
persons in the capacities and on the dates indicated. Each person, in so
signing, also makes, constitutes and appoints Robert S. Bolinger and Richard M.
Cloney, and each of such officers acting singly, his true and lawful attorney-
in-fact, in his name, place and stead to execute and cause to be filed with the
Securities and Exchange Commission any or all amendments to this Registration
Statement, with all exhibits and any and all documents required to be filed with
respect thereto, and to do and perform each and every act and thing necessary to
effectuate the same.
Signature Title Date
--------- ----- ----
/s/ Robert S. Bolinger President and Chief Executive May 17, 1995
------------------------ Officer and a Director
Robert S. Bolinger
/s/ J. Stanley Mull, Jr. Vice President and Treasurer May 17, 1995
------------------------ (Principal Financial and
J. Stanley Mull, Jr. Accounting Officer)
/s/ Richard M. Cloney Vice President, Secretary and May 17, 1995
------------------------ a Director
Richard M. Cloney
/s/ John M. Denlinger Director May 17, 1995
------------------------
John M. Denlinger
/s/ Henry H. Gibbel Director May 17, 1995
------------------------
Henry H. Gibbel
<PAGE>
Director May __, 1995
----------------------------
Richard E. Funke
/s/ George J. Morgan Director May 17, 1995
----------------------------
George J. Morgan
/s/ James G. Apple Director May 16, 1995
----------------------------
James G. Apple
Director May __, 1995
----------------------------
Edward W. Helfrick
/s/ Roger V. Weist Director May 16, 1995
----------------------------
Roger V. Weist
/s/ Peter J. Goodwin Director May 16, 1995
----------------------------
Peter J. Goodwin
/s/ T. Max Hall Director May 16, 1995
----------------------------
T. Max Hall
/s/ Raymond M. O'Connell Director May 16, 1995
----------------------------
Raymond M. O'Connell
Director May __, 1995
----------------------------
Donald W. Gentzler
Director May __, 1995
----------------------------
C. William Hetzer, Jr.
Director May __, 1995
----------------------------
Robert C. Reymer, Jr.
Director May __, 1995
----------------------------
Jacob K. Kurtz, Jr.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents, as filed by Susquehanna Bancshares, Inc.
(herein the "Registrant") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement and made a part hereof:
(a) The Registrant's latest annual report, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report referred to in (a) above.
(c) The description of the Common Stock of the Registrant
contained in a registration statement filed under the Securities Exchange
Act of 1934, including any amendment or report filed for the purpose of
updating such description.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment that indicates that
all securities offered hereby have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents. Any statement
contained in any document, all or a portion of which is 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 or
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. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the "BCL"), provide that a business corporation may indemnify
directors and officers against liabilities they may incur as such provided that
the particular person acted in good faith and in a manner he or she 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 or her conduct was unlawful. In the case of actions against a director or
officer by or in the right of the corporation, the power to indemnify extends
only to expenses (not judgments and amounts paid in settlement) and such power
generally does not exist if the person otherwise entitled to
II-1
<PAGE>
indemnification shall have been adjudged to be liable to the corporation unless
it is judicially determined that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnification for specified expenses. Under Section 1743 of the
BCL, the corporation is required to indemnify directors and officers against
expenses they may incur in defending actions against them in such capacities if
they are successful on the merits or otherwise in the defense of such actions.
Under Section 1745 of the BCL, a corporation may pay the expenses of a director
or officer incurred in defending an action or proceeding in advance of the final
disposition thereof upon receipt of an undertaking from such person to repay the
amounts advanced unless it is ultimately determined that such person is entitled
to indemnification from the corporation. Article XIV of the Registrant's Bylaws
provides indemnification of directors, officers and other agents of the
Registrant and advancement of expenses to the extent otherwise permitted by
Sections 1741, 1742 and 1745 of the BCL. Article XIV of the Registrant's Bylaws
conditions any indemnification or advancement of expenses upon a determination,
made in accordance with the procedures specified in Section 1744 of the BCL, by
the Registrant's directors or shareholders that indemnification or advancement
of expenses is proper because the director or officer met the standard of
conduct set forth in Section 1741 or 1742 of the BCL, as applicable.
Section 1746 of the BCL grants a corporation broad authority to indemnify
its directors, officers and other agents for liabilities and expenses incurred
in such capacity, except in circumstances 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. Pursuant to the authority of
Section 1746 of the BCL, the Registrant has also entered into employment
agreements with certain principal officers which also provide for
indemnification in connection with the performance of their offices. As
permitted by the BCL and the Registrant's Articles of Incorporation, the
Registrant maintains on behalf of its directors and officers insurance
protection against certain liabilities arising out of their service in such
capacities.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit Number Exhibit
-------------- -------
5.1 Opinion of Morgan, Lewis & Bockius
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Morgan, Lewis & Bockius (included as part of
Exhibit 5.1)
24.1 Power of Attorney (included as part of the signature page)
99.1 Susquehanna Bancshares, Inc. Employee Stock Purchase Plan
II-2
<PAGE>
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement; and
(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 subparagraphs (a)(1)(i) and (a)(1)(ii)
-----------------
of this section 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 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that 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 a plan's annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in this 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 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.
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Exhibit Numbered Page
------ ------- -------------
<S> <C> <C>
5.1 - Opinion of Morgan, Lewis & Bockius
23.1 - Consent of Coopers & Lybrand, L.L.P.
23.2 - Consent of Morgan, Lewis & Bockius (included as
part of Exhibit 5.1)
24.1 - Power of Attorney (included as part of the signature page)
99.1 - Susquehanna Bancshares, Inc. Employee Stock Purchase Plan
</TABLE>
<PAGE>
EXHIBIT 5.1
Opinion of Morgan, Lewis & Bockius
<PAGE>
Exhibit 5.1
May 18, 1995
Susquehanna Bancshares, Inc.
26 North Cedar Street
Lititz, PA 17543
Re: Registration Statement on Form S-8 Relating
to the Company's Employee Stock Purchase Plan
---------------------------------------------
Dear Sir or Madam:
We have acted as counsel to Susquehanna Bancshares, Inc. a
Pennsylvania corporation (the "Company"), and have acted as its counsel in
connection with the preparation of a registration statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), relating to the
offering of up to 500,000 shares of the Company's Common Stock, par value $2.00
per share (the "Common Stock"), to be issued pursuant to the Company's Employee
Stock Purchase Plan (the "Employee Plan"). We have examined our records,
documents, statutes and decisions as we have deemed relevant in rendering this
opinion.
In our opinion, the shares of the Company's Common Stock to be issued
in accordance with the terms of the Employee Plan will be, when issued in
accordance with the terms of the Employee Plan, validly issued, fully paid and
nonassessable shares of the Common Stock of the Company.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such opinion, we do not thereby admit that we
are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules or regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius
<PAGE>
EXHIBIT 23.1
Consent of Coopers & Lybrand, L.L.P.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8 of our
report dated February 13, 1995, on our audits of the consolidated financial
statements of Susquehanna Bancshares, Inc.
/s/ Coopers and Lybrand L.L.P.
Harrisburg, Pennsylvania
May 16, 1995
<PAGE>
EXHIBIT 23.2
Consent of Morgan, Lewis & Bockius
<PAGE>
EXHIBIT 23.2
Exhibit 23.2 included as part of Exhibit 5.1
<PAGE>
EXHIBIT 24.1
Power of Attorney
<PAGE>
EXHIBIT 24.1
Power of Attorney included as part of the signature page.
<PAGE>
EXHIBIT 99.1
Susquehanna Bancshares, Inc. Employee Stock Purchase Plan
<PAGE>
SUSQUEHANNA BANCSHARES, INC.
EMPLOYEE STOCK PURCHASE PLAN
----------------------------
1. Purpose.
-------
The Susquehanna Bancshares, Inc. Employee Stock Purchase Plan is
designed to provide all eligible employees of Susquehanna Bancshares, Inc., a
Pennsylvania corporation (the "Company"), and certain of its subsidiary
corporations, an opportunity to acquire a proprietary interest in the Company
through the purchase of shares of the Company's common stock (the "Common
Stock"). It is the intention of the Company to have the Plan qualify as an
"Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of
1986, as amended (the "Code"). The provisions of the Plan will be construed to
extend and limit participation in a manner consistent with the requirements of
that section of the Code.
2. Definitions.
-----------
(a) "Board" means the Board of Directors of the Company, as
constituted from time to time.
(b) "Commissioned Mortgage Salesperson" means a common-law
employee of the Company who is engaged to sell residential mortgage products
and, in return for closed mortgage volume, receives payment in part or entirely
in the form of a commission, and whose compensation is reported by the Company
on Internal Revenue Service Form W-2 for federal income tax purposes.
(c) "Committee" means the members of the Board's Stock Purchase
Plan Committee. The Committee will have the number of members (but not less than
2) that the Board determines from time to time, and shall be comprised of
"disinterested persons" within the meaning of Rule 16(b)(3) promulgated under
Section 16 of the Securities and Exchange Act of 1934, as amended.
(d) "Company" means Susquehanna Bancshares, Inc., a Pennsylvania
Corporation, and any successor in interest to the business of the Company that
agrees to adopt and maintain the Plan.
(e) "Compensation" means the Participant's total paid earnings
from the Company or an Affiliate for the Plan Year, prior to adjustment for
salary reduction contributions to a plan described in Code (S)401(k) or to a
plan described in Code (S)125, excluding any portion of such earnings which
represents bonus payments or awards, taxable fringe benefits (such as club dues,
excess life insurance benefits, personal use of automobiles, or educational
reimbursement), incentive awards or commissions. In the case of a Participant
who is a Commissioned Mortgage Salesperson, "Compensation" means commissions
plus base salary, if any.
(f) "Employer" means the Company and each of its wholly-owned
subsidiaries, and any other corporation so designated by the Board, 50% or more
of the voting stock of which is owned directly or indirectly by the Company.
(g) "Employee" means any person, including an officer, whose
wages and other salary is required to be reported by the Company on Internal
Revenue Service Form W-2 for federal income tax purposes; provided, however,
that the term "Employee" shall not include any such person who is (i)
customarily employed for not more than 20 hours per week by an Employer, or (ii)
customarily employed by an Employer for not more than 5 months in any calendar
year. "Employee" also includes Commissioned Mortgage Salespersons, without
regard to their hours of customary employment.
<PAGE>
(h) "Leave of Absence" means an absence from active employment
(not involving a retirement, quit, discharge, resignation or layoff) which is
not due to an authorized vacation, and shall include an absence due to illness,
compensable or non-compensable injury, personal emergency, or approved personal
leave of absence.
(i) "Market Price" means, as of any date, the closing price of
the Common Stock as reported on the principal stock exchange on which the Common
Stock is traded on such date, or if no Common Stock prices are reported on such
date, the closing price of the Common Stock on the next preceding date on which
there were reported Common Stock prices; it being understood that, if the Common
Stock is not traded on a nationally-recognized stock exchange, then the "Market
Price" shall be determined by the Board acting in its discretion, in accordance
with the standards set forth in Treasury Regulation (S)1.421-4(d)(7).
(j) "Offering" means each Plan Year offer or, for new
Participants entering the Plan on a July 1 entry date, each six-month offer of
the Company's Common Stock pursuant to this Plan; provided, however, that with
respect to the initial offer such term shall mean the six-month period ending
December 31, 1995.
(k) "Offering Commencement Date" means July 1, 1995, and each
subsequent January 1; except that for a new Participant entering the Plan on a
July 1 entry date, Offering Commencement Date shall mean such entry date.
(l) "Offering Period" means each twelve-month Plan Year or, for
new Participants entering the Plan on a July 1 entry date, the six-month period
ending December 31 of such year, except that the initial Offering Period shall
be the six-month period ending on December 31, 1995.
(m) "Option Price" means, with respect to a particular Offering
Period, an amount equal to 90% of the Market Price determined on the following
dates, whichever date yields the lower Market Price: (i) the first date of the
Offering Period or (ii) the Purchase Date falling at the end of the Offering
Period.
(n) "Participant" means an Employee who has agreed to participate
in the initial Offering or any subsequent Offering and who has met the
requirements of paragraphs 3, 4, & 8.
(o) "Plan" means the Company's Employee Stock Purchase Plan, as
in effect from time to time.
(p) "Plan Year" means either the six-month period ending December
31, 1995 or any twelve-month period ending on December 31 of each year
commencing with the twelve-month period ending December 31, 1996.
(q) "Purchase Dates" means the dates on which options under the
Plan are exercised, being December 31, 1995 with respect to the initial
offering, and the June 30 and December 31 of each successive Plan Year to the
extent subsequent offerings are made under the Plan.
(r) "Shares" means the shares of the Company's Common Stock.
3. Eligibility.
-----------
(a) Each Employee who had such status as of January 18, 1995 will
be eligible to participate in the Plan as of July 1, 1995. Each other Employee
will be eligible to participate in the Plan commencing on January 1, 1996 or any
subsequent July 1 or January 1, provided such Employee has completed one year of
service as of such entry date.
<PAGE>
(b) For purposes of participation in the Plan, a person on
authorized Leave of Absence will be deemed to be an Employee for the first
ninety (90) days of such authorized Leave of Absence and such Employee's
employment will be deemed to have terminated at the close of business on the
90th day of such Leave of Absence unless such Employee has returned to regular
full-time or part-time employment (as the case may be) prior to the close of
business on such 90th day. Termination by the Company of any Employee's
authorized Leave of Absence, other than termination of such authorized Leave of
Absence on return to full-time or part-time employment, will terminate an
Employee's employment for all purposes of the Plan and will terminate such
Employee's participation in the Plan and right to exercise any option. The
Company will pay to the Participant any balance in his account without interest
within 30 days after the date of termination. Notwithstanding the foregoing, an
Employee who is absent by reason of a leave under the provisions of the Family
and Medical Leave Act (FMLA Leave), or who ceases to become an Employee because
of a reduction in hours caused by an intermittent FMLA Leave, shall continue to
be a Participant throughout the FMLA Leave, and shall terminate participation
only if the Employee does not return to work or resume Employee status at the
expiration of the FMLA Leave.
(c) Notwithstanding any provisions of the Plan to the contrary,
no Employee will be granted an option:
(i) if, immediately after the grant, such Employee would own
shares, and/or hold outstanding options to purchase shares, possessing 5% or
more of the total combined voting power or value of all classes of stock of the
Company or of any subsidiary of the Company; or
(ii) which permits such Employee to purchase Shares under all
employee stock purchase plans of the Company and its subsidiaries to accrue at a
rate that exceeds $25,000 in fair market value of the Shares (determined at the
time such option is granted) for each calendar year in which such option is
outstanding.
4. Commencement of Participation.
-----------------------------
(a) An Employee shall become a Participant in the Plan by
completing an authorization for a payroll deduction on a form provided by the
Company (a copy of which is attached as Exhibit "A"), and filing it with the
designated Human Resource Officer of his Employer. Such Employee's participation
will commence on the Offering Commencement Date next following the date the form
is received by the Human Resource Officer, provided such form is received at
least thirty (30) calendar days prior to the Offering Commencement Date. Payroll
deductions for a Participant will commence as of the first day of the first
payroll period that includes the Offering Commencement Date and will end on the
last day of the payroll period that includes a Purchase Date, unless sooner
terminated by the Participant as provided in paragraph 9.
(b) In the case of an Employee who first becomes eligible to
become a Participant as of a July 1 entry date, such Employee may submit an
authorization for a payroll deduction to take effect on such entry date, in
accordance with paragraph 4(a). No other Employee or Participant may submit an
authorization or change an existing authorization as of a July 1 entry date,
except as provided in paragraph 9.
5. Offerings.
---------
The Company will make the Offerings to Employees to purchase Shares
under this Plan, during which the amounts received as Compensation by an
Employee and directed to payroll deductions pursuant to paragraph 6 will
constitute the measure of such Employee's participation in the Offering.
<PAGE>
6. Payroll Deductions.
------------------
(a) At the time an Employee files an authorization for payroll
deduction, that Employee will elect to have deductions made from his pay on
paydays during the Offering expressed as a whole percentage of his Compensation
that does not exceed 3% of his Compensation at the beginning of such Offering
period, provided that if one percent of his Compensation is less than $5.00 per
pay period, the deduction must be at least $5.00 per pay period, and may be
stated in the amount of $5.00 per day period in lieu of a whole percentage.
(b) All payroll deductions made for a Participant will be
credited to such Participant's account under the Plan. A Participant may not
make separate cash payments into such account.
(c) Participants may not change the amount authorized to be
deducted from their Compensation during any Offering Period, except by
withdrawal as provided in paragraph 9.
7. Granting of Option.
------------------
Each Participant participating in any Offering under this Plan will
automatically be granted an option, on the effective date of such Offering, for
as many whole and fractional shares of the Company's Common Stock as the
Participant may be entitled to purchase with the payroll deductions and
dividends credited to the Participant's account during the Offering period based
on the Option Price of the stock on each Purchase Date falling within the
Offering Period.
8. Exercise of Option.
------------------
(a) Subject to the limitations described in the remainder of this
paragraph 8(a), a Participant will be deemed to have exercised on a Purchase
Date such Participant's option to purchase a number of full and fractional
shares of the Common Stock determined by dividing the amount in each
Participant's account by the Option Price. On such Purchase Date, each
Participant's account will be debited by the amount of the purchase.
Notwithstanding any provision to the contrary contained herein, in no event will
all Participants with respect to any Plan Year be permitted to exercise options
exceeding an aggregate of 100,000 shares (as such number may be adjusted from
time to time by the Board to give effect to the types of transactions described
in paragraph 14) with respect to any such Plan Year. If the number of shares
related to options to be exercised in any Plan Year exceeds 100,000, then the
number of shares with respect to which each Participant will be deemed to have
exercised will be reduced on a prorated basis so that the total number of shares
for which all Participants will be deemed to have exercised options will
approximate as closely as possible, but will not exceed, 100,000.
(b) The Committee shall aggregate all exercised options as of
each Purchase Date, and shall purchase from the Company the number of whole
shares of stock (rounded to the next highest whole share) as necessary to
satisfy all such exercised options. The stock shall be registered in the name of
a nominee (the "Nominee") as custodian for the participating Employees. The
share account for each Participant shall be credited with the whole and
fractional shares for which options were exercised by such Participant.
(c) Participation or failure to participate in an Offering will
not bar an Employee from participating in any subsequent Offering. Payroll
deductions may be made under each Offering to the extent authorized by the
Participant, subject to the maximum and minimum limitations imposed by this
Plan. Any unused balance in a Participant's account at a Purchase Date after the
exercise of options (as a result of a limitation on such exercise) will be
refunded as soon as is practicable, unless such Participant authorizes payroll
deductions for the next Offering in which case the remaining balance will become
the Participant's beginning balance.
<PAGE>
9. Cessation of Payroll Deductions or Withdrawal.
---------------------------------------------
(a) A Participant may cease future payroll deductions credited to
his account under the Plan at any time by giving written notice to the
designated Human Resource Officer of his Employer, not less than 30 calendar
days before the payroll date for which the cessation is to be effective. In no
event may an election to cease payroll deductions be made within 30 calendar
days before a Purchase Date. The Participant may, at the same time, request
withdrawal of his account balance by setting forth in such notice evidence of
financial hardship, as described in paragraph (b), below.
(b) If the Participant demonstrates to the Committee that he is
suffering a financial hardship, the Committee shall direct the Company to pay to
the Participant the balance in his account within two weeks after receipt of his
notice of withdrawal. If the Participant does not request a withdrawal, or if
the Committee determines that the Participant has not demonstrated a financial
hardship, his payroll deductions shall cease as of the date specified in his
notice, and his account balance shall be applied to purchase stock as provided
in paragraph 8.
(c) A Participant's cessation of payroll deductions or withdrawal
will not have any effect upon his eligibility to participate in any succeeding
Offerings, except that directors and executive officers who are Participants
must wait at least six months from the date of their withdrawal from
participation in the Plan before they may participate in any subsequent
Offerings.
(d) If a Participant retires during an Offering, no payroll
deduction will be made from any Compensation owing to him at the time of his
retirement and the balance in his account will be paid to him or, at his
election, be used to purchase stock as provided in paragraph 8. If a
Participant's employment is terminated (or if his participation is terminated as
the result of a Leave of Absence) for any reason other than death, no payroll
deduction will be made from any Compensation owing to him at or after the time
of termination and the Company will pay to the Participant the balance, if any,
in his account within 30 days after such termination.
(e) If a Participant dies, the Company will pay the balance in
his account in the same manner as Participant's last paycheck.
10. Interest.
--------
Generally, no interest will be credited to any Participant's account
regardless of whether the funds therein are used to exercise options or are
withdrawn. If the Plan is not approved by the shareholders, the amount returned
to a Participant will include an amount equal to the interest actually earned on
the payroll deductions.
11. Shares.
------
(a) The Shares to be sold to Participants under this Plan are to
be authorized and unissued shares of Common Stock of the Company. The maximum
number of shares available for sale under this Plan for all Offerings will be
500,000 shares, subject to adjustment upon changes in capitalization of the
Company as provided in Paragraph 14.
(b) Stock certificates will not be issued to Participants for
shares held in the Nominee account, but all rights accruing to an owner of
record of such shares (including voting rights) shall belong to the Participant
for whose account such shares are held. Notwithstanding the foregoing, a
Participant may elect to have some or all of the full shares of Common Stock
held in his Nominee account registered in the name of such Participant. If the
Participant elects such registration for all full shares of Common Stock held in
such account, and if no payroll deduction authorization is then in effect, the
Participant shall be paid cash
<PAGE>
equal to the fractional shares credited to his Nominee account, and he will be
deemed to have withdrawn from the Plan in accordance with paragraph 9.
(c) By participating in an Offering, each Participant shall be
deemed to have authorized the Nominee to collect and accumulate all dividends
paid on shares held in his account and to apply such dividends to the purchase
of additional shares of Common Stock as of the dividend payment date, and at the
then-applicable Market Price (without any discount).
(d) Shares to be delivered to a Participant under this Plan will
be registered in the name of the Participant, or if so directed by written
notice to the Company prior to the Offering Commencement Date of the pertinent
Offering, in the names of the Participant and one other person as joint tenant,
with right of survivorship as such Participant may designate, to the extent
permitted by applicable law, or in the name of a registered broker-dealer.
12. Administration.
--------------
The Board shall appoint a Committee of at least two (2) individuals to
administer the Plan. No member of the Committee will be eligible to purchase
stock under the Plan. The Committee will be vested with full authority to make,
administer, and interpret such rules and regulations as it deems necessary to
administer the Plan, and any determination, decision, or action of the Committee
in connection with the construction, interpretation, administration, or
application of the Plan will be final, conclusive, and binding upon all
Participants and any and all persons claiming under or through any Participant.
If no committee is so designated, the Board shall serve as the administrator.
13. Transferability.
---------------
Neither payroll deductions credited to a Participant's account nor any
rights with regard to the exercise of an option or to receive stock under the
Plan may be assigned, transferred, pledged, or otherwise disposed of in any way
by the Participant other than by will or the laws of descent and distribution.
Any such attempt at assignment, transfer, pledge, or other disposition will be
without effect, except that the Company may treat such act as an election to
withdraw funds in accordance with paragraph 9.
14. Changes in Capitalization.
-------------------------
If any option under this Plan is exercised subsequent to any stock
dividend, split up, spin off, recapitalization, merger, consolidation, exchange
of shares, or the like, occurring after such option has been granted, as a
result of which shares of any class will be issued in respect of the outstanding
shares, or shares will be changed into the same or a different number of the
same or another class or classes, the number of shares to which such option will
be applicable and the Option Price for such shares will be appropriately
adjusted by the Company.
15. Use of Funds.
------------
All payroll deductions received or held by the Company under this Plan
may be used by the Company for any corporate purpose, and the Company will not
be obligated to segregate any payroll deduction.
16. Amendment or Termination.
------------------------
The Board has complete power and authority to terminate or amend the
Plan; except, however, that the Board cannot, without the approval of the
stockholders of the Company (i) increase the maximum number of shares that may
be issued under any Offering (except pursuant to paragraph 14); (ii) amend the
requirements as to the class of Employees eligible to purchase stock under the
Plan; or (iii) permit the members
<PAGE>
of the Committee if designated, to purchase stock under the Plan. No
termination, modification, or amendment of the Plan may without the consent of
an Employee then having an option under the Plan to purchase stock, adversely
affect the rights of such Employee under such option.
17. Effective Date.
--------------
The Plan will become effective as of July 1, 1995, subject to (i)
approval of the Plan (including with respect to the number of shares to be
issued hereunder and the class of Employees eligible for options hereunder) by
the holders of the majority of the Common Stock present and represented at a
special or annual meeting of the shareholders held on or before June 30, 1996.
If such approvals of the shareholders are not received on or before June 30,
1996, all monies held in the accounts of Participants will be refunded to the
Participants, with interest.
18. No Employment Rights.
--------------------
The Plan does not, directly or indirectly, create any right for any
Employee or class of Employees to purchase any shares under the Plan, or create
in any Employee or class of employees any right with respect to continuation of
employment by the Company, and it will not be deemed to interfere in any way
with the Company's right to terminate, or otherwise modify, an Employee's
employment at any time.
19. Effect of Plan.
--------------
The provisions of the Plan will, in accordance with its terms, be
binding upon, and inure to the benefit of, all successors of each Participant,
including without limitation, such Participant's estate and the executors,
administrators, or trustees thereof, heirs and legatees, and any receiver,
trustee in bankruptcy, or representative of creditors of such Participant.
20. Governing Law.
-------------
The law of the Commonwealth of Pennsylvania will govern all matters
relating to this Plan.
<PAGE>
EXHIBIT A
SUSQUEHANNA BANCSHARES, INC.
EMPLOYEE STOCK PURCHASE PLAN
AUTHORIZATION FORM
------------------
[_] I elect to participate in the Susquehanna Bancshares, Inc. Employee Stock
Purchase Plan effective with the first pay beginning
_______________________________.
(January 1 or July 1, Year)
I hereby authorize that a deduction for the Susquehanna Bancshares, Inc.
Employee Stock Purchase Plan be made from my pay equal to ______ percent (1%, 2%
or 3%) each pay period. (If 1% of pay is less than $5.00 per pay period, I
elect to have $5.00 per pay period deducted.)
I understand that I have to notify the Human Resources Department in writing of
my intention to discontinue deductions or withdraw from the Employee Stock
Purchase Plan within the required time periods and, in the event of withdrawal
of my account balance, subject to proof of financial hardship.
I understand that this enrollment will apply to future periods, unless I have
notified the Human Resources Department within the required time period of my
intention to not participate in a future period.
[_] I elect not to participate in the Susquehanna Bancshares, Inc. Employee
---
Stock Purchase Plan effective with the first pay beginning
___________________________________.
(January 1, Year)
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Name Signature
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Date
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Bank Location Social Security Number
