As filed with the Securities and Exchange Commission on December 30, 1998
Registration Statement No. 333-30023
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
DROVERS BANCSHARES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 23-2209390
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification
Number)
30 South George Street
York, Pennsylvania, 17401
(Address of Principal Executive Offices) (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, LLC
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)
This Post-Effective Amendment No. 1 is being filed to indicate changes to
the Drovers Bancshares Corporation 1997 Employee Stock Purchase Plan (the
"Plan"). The Plan has been modified to reflect the recent listing of the
Corporation's common stock on NASDAQ. Specifically, the Plan's definition of
"fair market value" now references the closing price or the highest bid and
lowest asked price for the Corporation's common stock, all as quoted by NASDAQ.
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, 1997.
(2) The registrant's Quarterly Reports filed on Form 10-Q for the
quarters ended March 31, 1998, and June 30, 1998.
(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, LLC, 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. To the full extent permitted by the laws
of the Commonwealth of Pennsylvania, as they exist on the date hereof or as
they may hereafter be amended, the corporation shall indemnify any person (an
"Indemnitee") who was or is involved in any manner (including, without
limitation, as a party or witness) in any threatened, pending or completed
investigation, claim, action, suit or proceeding, (whether civil, criminal,
administrative, arbitrative, legislative or investigative (including, without
limitation, any action, suit or proceeding by or in the right of the
Corporation to procure a judgment in its favor) (a "Proceeding"), or who is
threatened with being so involved, by reason of the fact that he or she is or
was a director, officer or employee of the Corporation or, while serving as a
director, officer of employee of the Corporation, is or was at the request of
the Corporation also serving as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against all expenses (including attorney's fees), judgments, fines, penalties,
excise taxes and amounts paid in settlement actually and reasonably incurred by
the Indemnitee in connection with such Proceeding, provided that there shall be
no indemnification hereunder with respect to any settlement or other non
adjudicated disposition of any threatened or pending Proceeding unless the
corporation has given its prior consent to such settlement or disposition. The
right of indemnification created by this Article shall be a contract right
enforceable by an Indemnitee against the Corporation, and it shall not be
exclusive of any other rights to which an Indemnitee may otherwise be entitled.
The provisions of this Article shall inure to the benefit of the heirs and
legal representatives of an Indemnitee and shall be applicable to Proceedings
commenced or continued after the adoption of this Article, whether arising from
acts or omissions occurring before or after such adoption. No amendment,
alteration, change, addition or repeal of or to these By-laws shall deprive any
Indemnitee of any right under this Article with respect to any act or omission
of such Indenture occurring prior to such amendment, alteration, change,
addition or repeal.
Section 4.02. Payment of Expenses. Expenses incurred by an Indemnitee
in defending a Proceeding may be paid by the Corporation in advance of the
final disposition of such Proceeding upon receipt of an undertaking by or on
behalf of such Indemnitee to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation
Section 4.03. When Indemnification is Not to be Made. Indemnification
pursuant to Section 4.01 shall not be made in any case where the act or failure
to act giving rise to the claim for indemnification is determined by a court to
have constituted willful misconduct or recklessness
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, LLC, with
respect to the securities registered
hereunder
23.2* Consent of Stambaugh Ness, P.C.
24.1* Power of Attorney
99.1 Drovers Bancshares Corporation 1997
Employee Stock Purchase Plan, as
amended
* Previously filed
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
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof
(3)To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b)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.
EXHIBIT 24.1
POWER OF ATTORNEY
Each of Drovers Bancshares Corporation (the "Company") and
theundersigned 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
A. Richard Pugh
TITLE DATE
/s/ L. Doyle Ankrum Director June 25, 1997
L. Doyle Ankrum
/s/ Josephine D. Appell Director June 25, 1997
Josephine D. Appell
/s/ Debra A. Goodling Executive Vice President June 25, 1997
Debra A. Goodling (principal financial and
accounting 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
/s/ David C. McIntosh 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 June 25, 1997
A. Richard Pugh CEO (principal executive
officer)
/s/ Basil A. Shorb, III Director June 25, 1997
Basil A. Shorb, III
/s/ D. John Sparler 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 Post
Effective Amendment No. 1 to this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of York,
Commonwealth of Pennsylvania, on November 25, 1998.
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
* Director November 25, 1998
L. Doyle Ankrum
* Vice President and November 25, 1998
John D. Blecher Assistant Treasurer
(Principal Accounting
Officer)
* Executive Vice President, November 25, 1998
Debra A. Goodling Chief Financial Officer
and Treasurer
(Principal Financial Officer)
* Director November 25, 1998
J. Samuel Gregory
* Director November 25, 1998
Daniel E. Hess
* Director November 25, 1998
George W. Hodges
* Director November 25, 1998
Herbert D. Lavetan
* Director November 25, 1998
Richard M. Linder
* Director November 25, 1998
David C. McIntosh
* Director November 25, 1998
Frank Motter
* Director November 25, 1998
Robert L. Myers, Jr.
* Director November 25, 1998
Harlowe R. Prindle
* Director, Chairman, November 25, 1998
A. Richard Pugh President and CEO
(Principal Executive Officer)
* Director November 25, 1998
Basil A. Shorb, III
* Director November 25, 1998
D. John Sparler
* Director November 25, 1998
Gary A. Stewart
* Director November 25, 1998
Robert H. Stewart, Jr.
* Director November 25, 1998
Delaine A. Toerper
* Director November 25, 1998
James S. Wisotzkey
* By:/s/ George Guyer
George Guyer
Attorney-in-Fact
EXHIBIT INDEX
Exhibit Page Number in Manually Signed Original
5.1* Opinion and Consent of Barley, Snyder,
Senft & Cohen, LLC, with respect to the
securities registered hereunder
23.1* Included as part of Exhibit 5.1
23.2* Consent of Stambaugh Ness, P.C.
24.1* Power of Attorney
99.1 Drovers Bancshares Corporation 1997 Employee
Stock Purchase Plan, as amended
* Previously filed
EXHIBIT 99.1
DROVERS BANCSHARES CORPORATION
1997 EMPLOYEE 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 (1) 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") and Registrar & Transfer Company shall be the
Plan's record keeper. 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.
(1) As of the date of the adoption of the Plan.
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. Fair market value of a share of Stock on
any date shall be (i) the closing price, or (ii) in the absence of
trading on any such date, the mean between the highest bid and lowest
asked price for the Corporation's common stock as reported on NASDAQ for
such date (or for the previous business day if the date is not a business
day).
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 or certificate, at the option of the Company, 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 deduction
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 may be 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.
