SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
__________DROVERS BANCSHARES CORPORATION__________
(Exact Name of Issuer as Specified in its Charter)
______Pennsylvania______ ______23-2209390______
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
96 South George Street
__________York, Pennsylvania, 17401__________
(Address of Principal Executive Offices, Including Zip Code)
DROVERS BANCSHARES CORPORATION
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
George L.F. Guyer, Jr. Copy to:
Senior Vice President Paul G. Mattaini, Esquire
Drovers Bancshares Corporation Barley, Snyder, Senft & Cohen, LLP
30 South George Street 126 East King Street
York, PA 17401__________ Lancaster, PA 17602-2893
(Name and Address of Agent for Service)
__________(717) 843-1586__________
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount
Securities to be Offering Price per Aggregate Offering of
to Registered(1) Share Registration
Registered Fee
_________________________________________________________________________
Common Stock 150,000(2) $23.125 $3,468,750 $1,051.14
$5.00
par value
for issuance pursuant to 1997
Employee Stock Purchase Plan
(1) Pursuant to Rule 416(a), this Registration Statement shall be
deemed to cover additional securities to be offered or issued pursuant
to terms which provide for a change in the amount of securities being
offered or issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(2)Shares subject to options to purchase under Drovers Bancshares
Corporation 1997 Employee Stock Purchase Plan. The filing fee has been
estimated and calculated pursuant to Rule 457(c) and 457(h)(1) on the
basis of the price for Drovers Bancshares Corporation common stock as
of June 23, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the
Securities and Exchange Commission are incorporated in and made a part of
this registration statement by reference as of their respective dates:
(1) The registrant's Annual Report filed on form 10-K
for the year ended December 31, 1996.
(2) The registrant's Quarterly Report filed on Form
10-Q for the quarter ended March 31, 1997.
(3) The description of the registrant's Common Stock in
the registrant's Registration Statement on Form 8-A under the Securities
Exchange Act of 1934, as amended (the "'34 Act"), which was declared
effective on March 1, 1983.
All documents hereinafter filed by the registrant with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the '34 Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, will be deemed to be incorporated by reference and to be
a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
A description of the registrant's Common Stock to be offered
is not provided in this registration statement because such class of the
registrant's securities is registered under Section 12 of the '34 Act.
Item 5. Interests of Names Experts and Counsel.
Neither the registrant's independent auditors, Stambaugh Ness,
P.C., nor the registrant's counsel, Barley, Snyder, Senft & Cohen, LLP, nor
any individual employed by or associated with either such firm in a
professional capacity, was employed by the registrant in connection with
matters described in this registration statement on a contingent basis or
has, or is to receive in connection with the offering, a substantial
interest, direct or indirect, in the registrant or any of its subsidiaries
or was connected with the registrant or any of its subsidiaries as a promoter,
managing underwriter (or any principal underwriter, if there are no managing
underwriters), voting trustee, director, officer or employee.
Item 6. Indemnification of Directors and Officers.
Under Pennsylvania law, corporations have the power to
indemnify any director or officer or former director or officer of the
corporation, or any person who may have served at its request as a
director or officer of another corporation in which it owns shares of
capital stock or of which it is a creditor, against expenses actually
and reasonably incurred by him or her in connection with the defense of
any action, suit or proceeding, civil or criminal, in which he or she
is made a party by reason of being or having been such director or
officer, except in relation to matters as to which he or she
will be adjudged in such action, suit or proceeding to be liable for
gross negligence or misconduct in the performance of a duty to the
corporation and to make any other indemnification that will be
authorized by the articles of incorporation or bylaws or resolution
adopted after notice to the shareholders. The registrant expects to
maintain insurance on behalf of any person who is a director or
officer against any liability asserted against him and incurred by
him in any such capacity or arising out of his status as such.
The registrant's By-laws contain the following provision
in connection with indemnification of directors and officers:
Section 4.01. Indemnification. 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, whether civil,
criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director,
officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, shall be indemnified by the Corporation against expenses
(including attorneys' fees), judgments, fines, excise taxes and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding to the full extent
permissible under the Pennsylvania Business Corporation Law.
Section 4.02. Advances. Any person claiming
indemnification within the scope of Section 4.01 shall be entitled to
advances from the Corporation for payment of the expenses of defending
actions against such person in the manner and to the full extent
permissible under the Pennsylvania Business Corporation Law.
Section 4.03. Procedure. On the request of any person
requesting indemnification under Section 4.01 or an advance under
Section 4.02, the Board of Directors shall determine whether the
standards required by Sections 4.01 and 4.02 have been met, or such
determination shall be made by independent legal counsel if the Board
so directs or if the Board is not empowered by statute to make such
determination.
Section 4.04. Other Rights. The indemnification
provided by this Article 4 shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under any
insurance or other agreement, vote of shareholders or disinterested
directors or otherwise, both as to actions in their official capacity
and as to actions in another capacity while holding an office, and shall
continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators
of such person.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed.
As to the restricted securities which may be reoffered or resold
pursuant to this registration statement, the registrant believes that
the shares issued to date pursuant to the Plan were exempt from
registration pursuant to Rule 701.
Item 8. Exhibits.
Number Exhibit
5.1 and 23.1 Opinion and Consent of Barley, Snyder,
Senft & Cohen, LLP, with respect to the
securities registered hereunder
21.1 List of Companies Whose Employees are
Eligible to Participate in Drovers
Bancshares Corporation 1997 Employee
Stock Purchase Plan
23.2 Consent of Stambaugh . Ness, P.C.
24.1 Power of Attorney (see page preceding
Signature Page)
99.1 Drovers Bancshares Corporation
1997 Employee Stock Purchase Plan
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represents a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than 20% change in
the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective 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 purposes 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 of
fered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post
effective amendment any of the securities being
registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering at
that time shall be deemed to be the initial bona fide offering
thereof.
POWER OF ATTORNEY
Each of Drovers Bancshares Corporation (the "Company") and the
undersigned officers and directors thereof whose signatures appear below
hereby makes, constitutes and appoints A. Richard Pugh, George L.F. Guyer,
Jr. and Lorie Y. Runion and each of them acting individually, its and his
true and lawful attorneys with power to act without any other and with
full power of substitution, to execute, deliver and file in its or his
name and on its or his behalf, and in each of the undersigned officers'
and directors' capacity or capacities shown below, this Registration
Statement and any and all documents in support of this Registration
Statement or supplement thereto, and any and all amendments, including
any and all post-effective amendments to the foregoing; and each of the
Company and said officers and directors hereby grants to said attorney
or attorneys, full power and authority to do and perform each and every
act and thing whatsoever as said attorneys or attorney may deem necessary
or advisable to carry out fully the intent of this Power of Attorney to
the same extent and with the same effect as the Company might or could
do, and as each of said officers and directors might or could do
personally in his capacity or capacities as aforesaid, and each of the
Company and said officers and directors hereby confirms and approves all
acts and things which said attorneys or attorney might do or cause to be
done by virtue of this Power of Attorney and its or his signature as the
same may be signed by said attorneys or attorney, or any one or more of
them to this Registration Statement and any and all amendments thereto,
including any and all post-effective amendments to the foregoing.
IN WITNESS WHEREOF, the Company has caused this Power of Attorney
to be signed on its behalf, and each of the undersigned officers and
directors thereof in the capacity or capacities noted has hereunto set
his hand, on the dates indicated below.
DROVERS BANCSHARES CORPORATION
Dated:_____June 25, 1997_____ By:______/s/A. Richard Pugh______
TITLE DATE
___/s/ L. Doyle Ankrum___ Director ___June 25, 1997___
L. Doyle Ankrum
_____________________________ Director ___June 25, 1997___
Josephine D. Appell
___/s/ Debra A. Goodling___ Executive Vice President ___June 25, 1997___
Debra A. Goodling (principal financial officer)
___/s/ John D. Blecher___ Vice President/Controller ___June 25, 1997___
John D. Blecher (principal accounting officer)
___/s/ J. Samuel Gregory___ Director ___June 25, 1997___
J. Samuel Gregory
___/s/ George L.F. Guyer, Jr.___ Secretary ___June 25, 1997___
George L.F. Guyer, Jr.
___/s/ Daniel E. Hess___ Director ___June 25, 1997___
Daniel E. Hess
___/s/ George W. Hodges___ Director ___June 25, 1997___
George W. Hodges
___/s/ Herbert D. Lavetan___ Director ___June 25, 1997___
Herbert D. Lavetan
___/s/ Richard M. Linder___ Director ___June 25, 1997___
Richard M. Linder
___________________________ Director ___June 25, 1997___
David C. McIntosh
___/s/ Frank Motter___ Director ___June 25, 1997___
Frank Motter
___/s/ Robert L. Myers, Jr.___ Director ___June 25, 1997___
Robert L. Myers, Jr.
___/s/ Harlowe R. Prindle___ Director ___June 25, 1997___
Harlowe R. Prindle
___/s/ A. Richard Pugh___ Chairman, President and CEO ___June 25, 1997___
A. Richard Pugh (principal executive officer)
___/s/ Basil A. Shorb, III___ Director ___June 25, 1997___
Basil A. Shorb, III
_________________________ Director ___June 25, 1997___
D. John Sparler
___/s/ Gary A. Stewart___ Director ___June 25, 1997___
Gary A. Stewart
___/s/ Robert H. Stewart, Jr.___ Director ___June 25, 1997___
Robert H. Stewart, Jr.
___/s/ Delaine A. Toerper___ Director ___June 25, 1997___
Delaine A. Toerper
___/s/ James S. Wisotzkey___ Director ___June 25, 1997___
James S. Wisotzkey
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of York, Commonwealth of
Pennsylvania.
DROVERS BANCSHARES CORPORATION
BY:__________/s/ A. Richard Pugh __________
A. Richard Pugh, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
TITLE DATE
___/s/ L. Doyle Ankrum___ Director __June 25, 1997__
L. Doyle Ankrum
_____________________________ Director __June 25, 1997__
Josephine D. Appell
___/s/ Debra A. Goodling___ Executive Vice President __June 25, 1997__
Debra A. Goodling (principal financial officer)
___/s/ John D. Blecher___ Vice President/Controller __June 25, 1997__
John D. Blecher (principal accounting officer)
___/s/ J. Samuel Gregory___ Director __June 25, 1997__
J. Samuel Gregory
___/s/ George L.F. Guyer, Jr.___ Director __June 25, 1997__
George L.F. Guyer, Jr.
___/s/ Daniel E. Hess___ Director __June 25, 1997__
Daniel E. Hess
___/s/ George W. Hodges___ Director __June 25, 1997__
George W. Hodges
___/s/ Herbert D. Lavetan___ Director __June 25, 1997__
Herbert D. Lavetan
___/s/ Richard M. Linder___ Director __June 25, 1997__
Richard M. Linder
___________________________ Director __June 25, 1997__
David C. McIntosh
___/s/ Frank Motter___ Director __June 25, 1997__
Frank Motter
___/s/ Robert L. Myers, Jr.___ Director __June 25, 1997__
Robert L. Myers, Jr.
___/s/ Harlowe R. Prindle___ Director __June 25, 1997__
Harlowe R. Prindle
___/s/ A. Richard Pugh___ Chairman, President and CEO __June 25, 1997__
A. Richard Pugh (principal executive officer)
___/s/ Basil A. Shorb, III___ Director __June 25, 1997__
Basil A. Shorb, III
_________________________ Director __June 25, 1997__
D. John Sparler
___/s/ Gary A. Stewart___ Director __June 25, 1997__
Gary A. Stewart
___/s/ Robert H. Stewart, Jr.___ Director __June 25, 1997__
Robert H. Stewart, Jr.
___/s/ Delaine A. Toerper___ Director __June 25, 1997__
Delaine A. Toerper
___/s/ James S. Wisotzkey___ Director __June 25, 1997__
James S. Wisotzkey
EXHIBIT 5.1 AND 23.1
OPINION OF BARLEY, SNYDER, SENFT & COHEN, LLP RE: LEGALITY
Paul G. Mattaini, Esquire
Direct Dial Number (717) 399-1519
June 18, 1997
Drovers Bancshares Corporation
96 South George Street
York, PA 17401
Re: Drovers Bancshares 1997 Employee Stock Purchase Plan
Dear Ladies and Gentlemen:
We have acted as counsel to Drovers Bancshares Corporation ("Drovers")
in connection with the registration under the Securities Act of 1933, as
amended, by means of a registration statement on Form S-8 (the
"Registration Statement"), of 150,000 shares of the $5.00 par value
common stock of Drovers, which is the maximum number of shares to be
issued pursuant to the terms of the Drovers Bancshares Corporation 1997
Employee Stock Purchase Plan, effective as of February 26, 1997 (the
Plan"). This Opinion Letter is provided pursuant to the requirements of
Item 601(b) (5)(i) of Regulation S-K of the Securities and Exchange
Commission for inclusion as an exhibit to the Registration Statement.
This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the American
Bar Association's Section of Business Law (1991), as supplemented or
modified by the Pennsylvania Third-Party Legal Opinion Supplement
(the "Pennsylvania Supplement") of the Pennsylvania Bar Association's
Section of Corporation, Banking and Business Law (1992). As a
consequence, this Opinion Letter is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and
other limitations, all as more particularly described in the Accord
and the Pennsylvania Supplement, and this Opinion Letter shall be read
in conjunction therewith. The Law covered by the opinions expressed
herein is limited to the federal law of the United States
of America and the law of the Commonwealth of Pennsylvania.
Except as otherwise indicated herein, capitalized terms used in this
Opinion Letter are defined and set forth in the Plan, the Accord or the
Pennsylvania Supplement. Our opinions herein are subject to the
following conditions and assumptions, in addition to those set forth in
the Accord and the Pennsylvania Supplement:
The shares of Drovers' Common Stock will be issued in strict
accordance with the terms of the Plan and the statutory laws of
the United States of America and the Commonwealth of Pennsylvania.
Based upon and subject to the foregoing, we are of the opinion that the
shares of Drovers' Common Stock to be issued in connection with the Plan
have been duly authorized and, when issued, will be legally issued,
fully paid and nonassessable.
Very truly yours,
BARLEY, SNYDER, SENFT & COHEN, LLP
By:___/s/ Paul G. Mattaini___
Paul G. Mattaini, Esquire
EXHIBIT 21.1
LIST OF COMPANIES WHOSE EMPLOYEES ARE ELIGIBLE
TO PARTICIPATE IN DROVERS BANCSHARES CORPORATION
1997 EMPLOYEE STOCK PURCHASE PLAN
Drovers Bancshares Corporation
The Drovers & Mechanics Bank
EXHIBIT 23.2
CONSENT OF STAMBAUGH . NESS, P.C.
Consent of Independent Auditors
We have issued our reports dated January 15, 1997 accompanying the
consolidated financial statements of Drovers Bancshares Corporation
and Subsidiaries appearing in the 1996 Annual Report to its
shareholders and accompanying the schedules included in the Annual
Report on Form 10-K for the year ended December 31, 1996 which are
incorporated by reference in this Registration Statement. We consent
to the incorporation by reference in the Registration Statement of the
aforementioned reports and to the use of our name as it appears under
the captions "Experts".
Stambaugh . Ness, P.C.
_____/s/Stambaugh . Ness, P.C._____
York Pennsylvania
June 16, 1997
EXHIBIT 99.1
DROVERS BANCSHARES CORPORATION
1997 STOCK PURCHASE PLAN
1. Purpose. The purpose of this Plan is to provide a means
whereby Employees, as defined below, will have the opportunity to acquire
a proprietary interest in Drovers Bancshares Corporation (the "Company")
through the purchase of Common Stock of the Company (the "Stock"). As
used herein the term "Employee" means employees of the Company or any
present or future Subsidiary thereof (including officers and directors
who are also employees). The term "Subsidiary" shall mean any present
or future corporation which qualifies as a subsidiary of the Company
under the definition of "subsidiary corporation" contained in
Section 424(f) of the Internal Revenue Code of 1986 (the "Code"), as
amended from time to time. This Plan is intended to qualify as
an employee stock purchase plan under Section 423 of the Code and the
provisions of this Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of such
Section.
2. Shares Subject to the Plan. Participating Employees may
purchase an aggregate of 150,000 shares of Stock under the Plan. The
Company shall reserve said number of shares for purchase by
participating Employees, subject to adjustment as provided in
Section 18.
3. Administration of the Plan. The Plan shall be administered
by the Personnel Committee (the "Committee") of the Board of Directors
of the Company (the "Board"). The Committee shall consist of at least
three members of the Board and serve at the Board's pleasure. All
decisions by the Committee pursuant to the provisions of the Plan shall
be made by a majority of its members. A member of the Committee who is
eligible to participate in the Plan shall not vote on any question
relating specifically to himself. Any decision reduced to writing and
signed by all of the members shall be fully effective as if it had been
unanimously made at a duly held meeting of the Committee.
Except as otherwise expressly reserved to the Board in this Plan,
the Committee may interpret the Plan, prescribe, amend and rescind any
rules and regulations necessary or appropriate for the administration of
the Plan or the continued qualification of the Plan and make such other
determinations and take such other actions as it deems necessary or
advisable. Any interpretation, determination or other action made or
taken by the Committee shall be final, binding and conclusive.
4. Offering Dates. The Plan will be implemented by twenty (20)
quarterly offerings (individually, an "Offering") of Stock. The maximum
number of shares of Stock to be issued in each Offering, which may
include unissued shares from prior Offerings, whether offered or not,
shall be determined by the Committee, subject to the limitation of shares
of Stock under the Plan contained in Section 2. The first quarterly
Offering shall commence on July 1, 1997 and terminate on September 30,
1997. Subsequent quarterly offerings shall commence three (3)
months after the date of commencement (an "Offering Commencement Date")
of the prior Offering and terminate three (3) months after the date of
termination (an Offering Termination Date") of the prior Offering.
Participation in any one or more of the twenty (20) quarterly Offerings
under the Plan shall not limit or require participation in any other
Offering.
5. Eligibility. Except as hereinafter provided, all Employees
shall be eligible to participate in the Plan for that Offering.
Notwithstanding any provision of this Plan to the contrary (a) no
Employee shall be eligible to participate in the Plan if after being
granted the option under the Plan, the Employee owns stock possessing
5% or more of the total combined voting power or value of all classes
of stock of the Company or any Subsidiary and (b) the Committee may
exclude any of the following Employees from participating in the Plan:
(I) Employees who have been employed less than two (2) years;
(ii) Employees whose customary employment is twenty (20) hours or
less per week; (iii) Employees whose customary employment is for not
more than five (5) months in any calendar year; and/or (iv) highly
compensated employees (as defined in Section 414(a) of the Code). For
purposes of this Section 5 in determining whether the stock ownership
of an Employee equals or exceeds 5%, the rules of Section 424(d) of the
Code shall apply and stock which an Employee may purchase under
outstanding options shall be treated as stock owned by the Employee.
6. Participation. An eligible Employee may elect to become
a participant in the Plan for an Offering by completing a payroll
deduction authorization form provided by the Company and filing it with
the Committee during the month prior to the applicable Offering
Commencement Date. An Employee who so elects to participate
in the Plan shall continue to participate in the Plan and continue to
have payroll deductions made until such Employee discontinues
participation by giving written notice thereof to the Committee.
7. Payroll Deductions.
(a) When an Employee completes a payroll deduction
authorization form, the Employee shall elect to have deductions made
from his or her pay on each payday during the time he or she is a
participant in an Offering at a specified whole dollar amount or at
the rate of any whole percent, not to exceed a percentage
established by the Committee from time to time, of the Employee's Pay
on such payday. For purposes of this Plan the term "Pay" means an
Employee's regular straight time earnings from the Company or any
Subsidiary plus any payments for overtime, incentive compensation,
bonuses or special payments.
(b) Payroll deductions for participants shall commence
on the applicable Offering Commencement Date and shall end on the
applicable Offering Termination Date unless sooner terminated pursuant
to Section 12 hereof.
(c) Payroll deductions made for a participant shall be
credited to an account maintained by the Plan on behalf of the
participant. A participant may not make any separate cash payments
into the participant's account.
(d) A participant may terminate participation in the
Plan for any Offering pursuant to Section 12 hereof but may not alter
the rate of payroll deductions during any Offering.
8. Grant of Option. If an Employee elects to participate in
the Plan for an Offering, then on the applicable Offering Commencement
Date the participant shall be deemed to have been granted, subject to
Section 14(a), an option to purchase as many shares of Stock as he or
she will be able to purchase with the payroll deductions credited to the
participant's account during his or her participation in the Offering.
Notwithstanding any provision of this Plan to the contrary, no
participating Employee shall be granted an option which permits the
Employee the right to purchase stock under all employee stock
purchase plans, as defined in Section 423 of the Code, of the Company
or any Subsidiary to accrue at a rate which exceeds $25,000 of the fair
market value of the stock (determined as of the Offering Commencement
Date) for each calendar year in which such option is outstanding at
any time.
9. Option Price. The option price of Stock purchased pursuant
to this Plan in each Offering shall be set by the Committee in its
absolute discretion as a percentage of the fair market value of the
Stock on the applicable Offering Commencement Date and/or Offering
Termination Date; provided, however, that the option price may not in
any event be less than the lesser of (a) 85% of the fair market value
per share of the Stock on the Offering Commencement Date or (b) 85% of
the fair market value per share of the Stock on the Offering Termination
Date. Any adjustment to the option price must be made not later than the
first day of the calendar month immediately preceding the applicable
Offering Commencement Date and shall be communicated to Employees who
are eligible to participate in the Offering. The fair market value of
a share of Stock on any date shall be the mean between the highest and
lowest quoted selling price on such date (or the next regular business
day if the date is not a business day) in the over-the-counter market,
as reported by any market makers in the Stock.
10. Exercise of Option. Unless a participant elects to terminate
participation in the Plan as provided in Section 12 hereof, a
participant's option to purchase Stock with payroll deductions made
during an Offering will be deemed to have been exercised automatically
on the applicable Offering Termination Date. Except as provided in
Section 14, the participant's option will be exercised for the number
of shares, including fractional Shares, of Stock which the accumulated
payroll deductions in the participant's account on the applicable
Offering Termination Date will purchase at the applicable option price.
Any excess amount remaining in the participant's account after the
exercise of the participant's option will be credited to the
participant's account for the next Offering.
11. Delivery of Stock. As promptly as practical after the
applicable Offering Termination Date, the Company will deliver to each
participant a statement relating to the Stock purchased by the exercise
of the participant's option.
12. Termination of Participation.
(a) At any time prior to the applicable Offering Termination
Date a participant may elect to terminate participation in the Plan for
the Offering and withdraw the total amount of payroll deductions credited
to his account by giving written notice to the Committee. Upon receipt
of such election, the Company shall pay promptly to the former
participant all of the payroll deductions credited to his or her account,
without interest, and no further payroll deductions will be made from the
participant's pay during the Offering.
(b) A participant's election to terminate participation in
the Plan during any Offering shall not affect his or her eligibility to
participate in any succeeding Offering or in any similar plan which may
thereafter be adopted by the Company or any Subsidiary.
(c) Upon termination of a participant's employment with the
Company or any Subsidiary for any reason except death, the payroll
deductions credited to the participant's account will be returned,
without interest, to the participant.
(d) Upon termination of a participant's employment because
of death, the participant's beneficiary, as defined in Section 15,
shall have the right to elect either (i) to withdraw all of the payroll
deductions credited to the participant's account under the Plan, without
interest, or (ii) to exercise the participant's option to purchase Stock
on the next Offering Termination Date for the number of shares,including
fractional shares, of Stock which the accumulated payroll deductions in
the participant's account on the date of his or her death will purchase
at the applicable option price and any excess credited to the account
will be returned to said beneficiary. The beneficiary's election must
be made by written notice to the Committee within 30 days after the date
of the participant's death. In the event that the Committee does not
receive an election within the said thirty day period, the beneficiary
shall automatically be deemed to have elected to withdraw the payroll
deductions credited to the participant's account and the Company will
promptly pay the amount to said beneficiary.
13. Disposition of Shares. With respect to shares of Stock
acquired as a result of the exercise of an option granted to a
participating Employee under the Plan, any disposition of shares of
Stock, other than by will or by the laws of descent and distribution,
before the later of the expiration of the two (2) year period
beginning on the date such option was granted or the expiration of the
one (1) year period beginning on the date such shares were transferred
to the participating Employee pursuant to such exercise, shall not be
prohibited by the Plan, but may disqualify the disposition from receiving
favorable tax treatment under Section 421(a) of the Code.
14. Shares Subject to Each Offering.
(a) Except as provided in subsection (b) hereof and
Section 18, the maximum number of shares of Stock which shall be made
available for sale under the Plan during any annual Offering shall be
the number of shares established by the Committee pursuant to
Section 4 hereof. If the total number of shares of Stock for which
options are exercised on any Offering Termination Date exceeds the
number of shares available for that Offering, the Committee shall make
a pro rata allocation of the shares available for delivery and
distribution to each participant in as nearly uniform a manner as
shall be practicable and as it shall determine to be equitable.
The balance of any payroll deductions credited to the account of each
participant under the Plan shall be returned to participants as
promptly as possible.
(b) If subsequent to an Offering Termination Date any or
all of the shares of Stock available for sale under that Offering remain
unsold, the unsold shares shall be accumulated and shall be available
for sale under the Plan in the next succeeding Offering.
15. Designation of Beneficiary. A participant may file with
the Committee a written designation of the beneficiary who is to
receive Stock or cash in the case of the participant's death.
Such designation of beneficiary maybe changed by the participant any
time in writing. In the event of the absence of a beneficiary validly
designated under the Plan who is living at the time of a participant's
death, the participant's beneficiary shall be the participant's surviving
spouse or if the participant is not survived by a spouse, the
participant's executor or administrator.
16. Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regards to an option to
purchase Stock under the Plan may be assigned, transferred, pledged
or otherwise disposed of in any way by a participant and any such
attempted assignment, transfer, pledge or other disposition
shall be without effect. During the lifetime of a participant, an
option to purchase Stock shall be exercisable only by the participant.
17. Use of Funds. All payroll deductions received or held
by the Company under the Plan may be used by the Company for any
corporate purpose and the Company shall not be obligated to segregate
such payroll deductions or pay interest thereon.
18. Adjustments in Event of Change in Common Stock. In the
event of any change of the Stock of the Company by reason of any stock
dividend, recapitalization, reorganization, merger, consolidation,
split up, combination or exchange of shares, the number and kinds of
shares which may thereafter be optioned or sold under the Plan
and the number and kind of shares subject to an option shall be
appropriately adjusted consistent with such change in such manner as
the Committee may deem equitable to prevent substantial dilution or
enlargement of the rights granted to, or available for, participants
in the Plan.
19. No Rights as Shareholder. No participating Employee or
beneficiary shall have any rights as a shareholder with respect to any
shares of Stock subject to this Plan prior to the date of issuance to
him or her of a statement or statements reflecting his or her ownership
of such shares.
20. No Rights to Continued Employment. The Plan and any
options granted hereunder shall not confer upon any Employee any right
with respect to continuance of employment by the Company or any
Subsidiary nor shall they interfere in any way with the right of the
Company or any Subsidiary employing such Employee to terminate his
or her employment at any time.
21. Compliance with Other Laws and Procedures. The Plan,
the grant and exercise of options hereunder and the obligations of the
Company to sell and deliver shares under such options shall be subject
to all applicable federal and state laws, rules and regulations and such
approvals by the government or regulatory agency as may be required.
The Company shall not be required to issue or deliver any statements
for shares of Stock prior to the completion of any registration or
qualification of such shares under any federal or state law, or any
ruling or regulation of any government body which the Company shall,
in its discretion, determine to be necessary or advisable.
22. Amendment of Plan. At any time and from time to time
the Board may amend the Plan, provided that no such amendment may
affect options previously granted nor make any change in an option
theretofore granted which would adversely affect the rights of any
participant. No amendment may require the sale of more shares of
Stock than are authorized under Section 2 or change the designation
of corporations whose employees are eligible to participate in the
Plan unless such amendment shall be subject to approval or
ratification by the shareholders of the Company.
23. Discontinuance of Offering or Termination of Plan.
The Board may at any time terminate the Plan or prior to any
Offering Commencement Date discontinue the Plan for that Offering.
No discontinuance or termination may affect options previously
granted.
24. Effective Date of the Plan. The effective date of the
Plan shall be the date of its adoption by the Board but such adoption
shall be subject to approval and ratification by the affirmative vote
of the holders of a majority of the shares of stock of the Company
represented by proxy or present and voting at a duly called
meeting of the shareholders of the Company. The Committee may issue
options under the Plan prior to its approval by the shareholders of
the Company, provided that all such options are contingent upon
shareholder approval of the Plan within said twelve-month period.
25. Name. The Plan shall be known as "Drovers Bancshares
Corporation 1997 Employee Stock Purchase Plan."
26. Final Authority with Respect to the Plan. Notwithstanding
any other provisions hereof to the contrary, final authority as to the
administration of the Plan rests in the full Board. It is a requirement
of the Plan that the Committee submit its interpretations,
determinations and actions to the full Board for final approval.
A Board member who is eligible to participate in the Plan may not vote
to alter the option price pursuant to Section 9 hereof.
27. Interpretation of the Plan. The terms of this Plan are
subject to all present and future rules and regulations of the Secretary
of the Treasury or its delegate regarding the qualifications of
employee stock purchase plans under, and the Plan is intended to comply
with the provisions of, Section 423 of the Code, and it shall be
interpreted and construed accordingly. If a provision of the Plan
conflicts with any such rule or regulation, then the provision of the
Plan shall be void and of no force and effect.
28. Dividend Reinvestment. An Employee who participates in
this Plan will have the option to participate in the Drovers
Bancshares Corporation Dividend Reinvestment and Stock Purchase Plan,
subject to the eligibility requirements, terms and conditions specified
therein.
MAZ/062597/47431.1
