Registration No. 33-55145
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 ON
FORM S-8
TO REGISTRATION STATEMENT ON FORM S-4
UNDER THE SECURITIES ACT OF 1933
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NATIONSBANK CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
NORTH CAROLINA 56-0906609
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
NATIONSBANK CORPORATE CENTER
100 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28255
(Address of Principal Executive Offices)
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RHNB CORPORATION NONQUALIFIED STOCK OPTION PLAN
RHNB CORPORATION AMENDED AND RESTATED 1994
EXECUTIVE STOCK OPTION PLAN
(Full title of the Plans)
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PAUL J. POLKING, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
NATIONSBANK CORPORATION
NATIONSBANK CORPORATE CENTER
100 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28255
(Name and Address of Agent For Service)
(704) 386-5000
(Telephone Number, Including Area Code, of Agent For Service)
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COPY TO:
R. DOUGLAS HARMON
SMITH HELMS MULLISS & MOORE, L.L.P.
POST OFFICE BOX 31247
CHARLOTTE, NORTH CAROLINA 28231
(704) 343-2000
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This Post-Effective Amendment No. 1 covers shares of the
Registrant's Common Stock originally registered on the
Registration Statement on Form S-4 to which this is an amendment.
The registration fees in respect of such Common Stock were paid
at the time of the original filing of the Registration Statement
on Form S-4 relating to such Common Stock.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting the Prospectus (the "Prospectus")
of NationsBank Corporation (the "Registrant") with respect to
this Registration Statement in accordance with Rule 428
promulgated pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), are kept on file at the offices of the
Registrant. The Registrant will provide without charge to
employees, on the written or oral request of any such person, a
copy of any or all of the documents constituting the Prospectus.
Written requests for such copies should be directed to the
Treasurer, NationsBank Corporation, NationsBank Corporate Center,
100 North Tryon Street, Charlotte, North Carolina 28255.
Telephone requests may be directed to (704) 386-5000.
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 (the "Commission") are
incorporated by reference herein and in the Prospectus
constituting a part of this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993;
(b) The Registrant's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1994, June 30, 1994 and
September 30, 1994;
(c) The Registrant's Current Reports on Form 8-K filed
on August 4, 1994, September 21, 1994, October 3, 1994 and
December 22, 1994; and
(d) The description of the Registrant's Common Stock
contained in its registration statement filed pursuant to
Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and any amendment or report
filed for the purpose of updating such description,
including the Registrant's Current Report on Form 8-K filed
on September 21, 1994.
All documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the effectiveness of this Registration
Statement and prior to the filing of a post-effective amendment
hereto that either indicates that all securities offered hereto
have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and the Prospectus and to be a part hereof
and thereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration
Statement and the Prospectus to the extent that a statement
contained herein or therein or in any other subsequently filed
document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement or the Prospectus.
The Registrant will provide without charge to each person to
whom the Prospectus constituting a part of this Registration
Statement is delivered, on the written or oral request of any
such person, a copy of any or all of the documents incorporated
herein and in the Prospectus by reference (other than exhibits to
such documents which are not specifically incorporated by
reference in such documents). Written requests for such copies
should be directed to the Treasurer, NationsBank Corporation,
NationsBank Corporate Center, 100 North Tryon Street, Charlotte,
North Carolina 28255. Telephone requests may be directed to
(704) 386-5000.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Registrant's Common Stock to be issued
in connection with the Plans has been passed upon by Smith Helms
Mulliss & Moore, L.L.P., Charlotte, North Carolina. As of the
date of this Post-Effective Amendment No. 1 on Form S-8, certain
attorneys of Smith Helms Mulliss & Moore, L.L.P., beneficially
owned approximately 25,000 shares of the Registrant's Common
Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
There are no provisions in the Registrant's Restated
Articles of Incorporation, contracts between the Registrant and
its directors and officers or resolutions adopted by the
Registrant relating to indemnification. The Registrant's
Restated Articles of Incorporation prevent the recovery by the
Registrant of monetary damages against its directors. However,
in accordance with the provisions of the North Carolina Business
Corporation Act (the "Act"), the Registrant's Amended and
Restated Bylaws provide that, in addition to the indemnification
of directors and officers otherwise provided by the Act, the
Registrant shall, under certain circumstances, indemnify its
directors, executive officers and certain other designated
officers against any and all liability and litigation expense,
including reasonable attorneys' fees, arising out of their status
or activities as directors and officers, except for liability or
litigation expense incurred on account of activities that were at
the time known or reasonably should have been known by such
director or officer to be clearly in conflict with the best
interests of the Registrant. Pursuant to such bylaw and as
authorized by statute, the Registrant maintains insurance on
behalf of its directors and officers against liability asserted
against such persons in such capacity whether or not such
directors or officers have the right to indemnification pursuant
to the bylaw or otherwise.
In addition to the above-described provisions, Sections
55-8-50 through 55-8-58 of the Act contain provisions prescribing
the extent to which directors and officers shall or may be
indemnified. Section 55-8-51 of the Act permits a corporation,
with certain exceptions, to indemnify a current or former
director against liability if (i) he conducted himself in good
faith, (ii) he reasonably believed (x) that his conduct in his
official capacity with the corporation was in its best interests
and (y) in all other cases his conduct was at least not opposed
to the corporation's best interests, and (iii) in the case of any
criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful. A corporation may not indemnify a current
or former director in connection with a proceeding by or in the
right of the corporation in which the director was adjudged
liable to the corporation or in connection with a proceeding
charging improper personal benefit to him in which he was
adjudged liable on such basis. The above standard of conduct is
determined by the Board of Directors or a committee thereof or
special legal counsel or the shareholders as prescribed in
Section 55-8-55.
Sections 55-8-52 and 55-8-56 of the Act require a
corporation to indemnify a director or officer in the defense of
any proceeding to which he was a party because of his capacity as
a director or officer against reasonable expenses when he is
wholly successful in his defense, unless the articles of
incorporation provide otherwise. Upon application, the court may
order indemnification of the director or officer if he is
adjudged fairly and reasonably so entitled under Section 55-8-54.
Section 55-8-56 allows a corporation to indemnify and advance to
an officer, employee or agent who is not a director to the same
extent as a director or as otherwise set forth in the
corporation's articles of incorporation or bylaws or by a
resolution of the board of directors.
In addition, Section 55-8-57 permits a corporation to
provide for indemnification of directors, officers, employees or
agents, in its articles of incorporation or bylaws or by contract
or resolution, against liability in various proceedings and to
purchase and maintain insurance policies on behalf of these
individuals.
The foregoing is only a general summary of certain aspects
of North Carolina law dealing with indemnification of directors
and officers and does not purport to be complete. It is
qualified in its entirety by reference to the relevant statutes
containing detailed specific provisions regarding the
circumstances under which and the person for whose benefit
indemnification shall or may be made and accordingly are
incorporated herein by reference as Exhibit 99.3.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by
reference in this Registration Statement.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
5.1 Opinion of Smith Helms Mulliss & Moore, L.L.P. as
to legality of securities.*
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Smith Helms Mulliss & Moore, L.L.P.
(included in Exhibit 5.1).
24.1 Power of Attorney and Certified Resolutions.*
99.1 RHNB Corporation Nonqualified Stock Option Plan.
99.2 RHNB Corporation Amended and Restated 1994
Executive Stock Option Plan.
99.3 Provisions of North Carolina law relating to
indemnification of directors and officers.
____________________
* Previously filed as an exhibit to the Registrant's
Registration Statement on Form S-4 to which this is
Post-Effective Amendment No. 1.
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;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the Registration Statement is on Form S-3 or
Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act 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 Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than 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 Securities Act and will be governed by the final adjudication
of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Charlotte, State of North Carolina, on December 29,
1994.
NATIONSBANK CORPORATION
By: HUGH L. McCOLL, JR. *
Hugh L. McColl, Jr.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
HUGH L. McCOLL, JR. * Chairman of the December 29, 1994
Hugh L. McColl, Jr. Board, Chief
Executive Officer
and Director
(Principal Executive
Officer)
JAMES H. HANCE, JR. * Vice Chairman and December 29, 1994
James H. Hance, Jr. Chief Financial
Officer
(Principal Financial
Officer)
MARC D. OKEN * Executive Vice December 29, 1994
Marc D. Oken President and
Chief Accounting
Officer (Principal
Accounting Officer)
RONALD W. ALLEN * Director December 29, 1994
Ronald W. Allen
WILLIAM M. BARNHARDT * Director December 29, 1994
William M. Barnhardt
THOMAS M. BELK * Director December 29, 1994
Thomas M. Belk
Director December __, 1994
Thomas E. Capps
R. EUGENE CARTLEDGE * Director December 29, 1994
R. Eugene Cartledge
CHARLES W. COKER * Director December 29, 1994
Charles W. Coker
THOMAS G. COUSINS * Director December 29, 1994
Thomas G. Cousins
Director December __, 1994
Alan T. Dickson
W. FRANK DOWD, JR. * Director December 29, 1994
W. Frank Dowd, Jr.
Director December __, 1994
A. L. Ellis
PAUL FULTON * Director December 29, 1994
Paul Fulton
L. L. GELLERSTEDT, JR.* Director December 29, 1994
L. L. Gellerstedt, Jr.
TIMOTHY L. GUZZLE * Director December 29, 1994
Timothy L. Guzzle
E. BRONSON INGRAM * Director December 29, 1994
E. Bronson Ingram
W. W. JOHNSON * Director December 29, 1994
W. W. Johnson
BUCK MICKEL * Director December 29, 1994
Buck Mickel
JOHN J. MURPHY * Director December 29, 1994
John J. Murphy
JOHN C. SLANE * Director December 29, 1994
John C. Slane
Director December __, 1994
John W. Snow
MEREDITH RIGGS SPANGLER * Director December 29, 1994
Meredith Riggs Spangler
Director December __, 1994
Robert H. Spilman
Director December __, 1994
William W. Sprague, Jr.
RONALD TOWNSEND * Director December 29, 1994
Ronald Townsend
Director December __, 1994
Jackie M. Ward
MICHAEL WEINTRAUB * Director December 29, 1994
Michael Weintraub
By: CHARLES M. BERGER
Charles M. Berger
Attorney-in-Fact
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 33-55145) of our report
dated January 14, 1994, which appears on page 57 of the 1993
Annual Report to Shareholders of NationsBank Corporation, which
is incorporated by reference in NationsBank Corporation's Annual
Report on Form 10-K for the year ended December 31, 1993.
PRICE WATERHOUSE LLP
Charlotte, North Carolina
December 29, 1994
RHNB CORPORATION
NONQUALIFIED STOCK OPTION PLAN
1. PURPOSE OF PLAN. This RHNB Corporation Nonqualified
Stock Option Plan (the "Plan") is intended to increase the
incentive for participants to contribute to the success of RHNB
Corporation (the "Corporation") and its subsidiaries and to
reward them for their contribution to that success. The Plan is
not intended to be a qualified stock option plan under the
Internal Revenue Code of 1986 (the "Internal Revenue Code"), as
it may be amended from time to time.
2. ELIGIBILITY. The executive officers of the Corporation
holding the following offices will be eligible to receive awards
under the Plan: the President (or the Acting President), any
Executive Vice President and any Senior Vice President. Any
individual who ceases to be an executive officer of the
Corporation for any reason will not be eligible to receive an
award under the Plan.
3. SHARES SUBJECT TO PLAN. The options awarded under this
Plan will be options to acquire shares of the Corporation's
common stock ("Common Stock"), $2.50 par value. The maximum
number of shares of Common Stock that may be issued under the
Plan is 35,000, subject to adjustment pursuant to paragraph 13.
4. ADMINISTRATION OF PLAN. The Corporation's Board of
Directors (the "Board") will appoint a committee (the
"Committee") consisting of at least three members of the Board to
administer the Plan. No executive officer eligible to receive
options under the Plan may serve as a member of the Committee.
The Committee, in addition to any other powers granted to it
hereunder, shall have the powers, subject to the express
provisions of the Plan:
(a) to specify the terms of any option awarded under
the Plan;
(b) to prescribe, amend and repeal rule and
regulations of general application relating to the Plan;
(c) to construe and interpret the Plan;
(d) to require of any person exercising an option
granted under the Plan, at the time of such exercise, the
execution of any paper or making or any representation or
the giving of any commitment that the Committee shall, in
its discretion, deem necessary or advisable by reason of the
securities laws of the United States or any State, or the
execution of any paper or the payment of any sum of money in
respect of taxes or the undertaking to pay or have paid any
such sum that the Committee shall, in its discretion, deem
necessary by reason of the Internal Revenue Code or any rule
or regulation thereunder, or by reason of the tax laws of
any State;
(e) to amend options previously granted and
outstanding, but no amendment to any such option shall be
made without the consent of the optionee if such amendment
would adversely affect the rights of the optionee under his
memorandum of option; and no amendment shall be made to any
memorandum of option that would cause the inclusion therein
of any term or provision inconsistent with the Plan; and
(f) to make all other determinations necessary or
advisable for the administration of the Plan.
Determinations of the Committee with respect to the matters
referred to in this paragraph shall be conclusive and binding on
persons eligible to receive options under the Plan and all
persons who have received options under the Plan, and the legal
representatives and beneficiaries of such persons.
5. GRANT OF OPTIONS. On May 1, 1992, January 1, 1993 and
January 1, 1994, respectively, the Corporation will grant to each
individual then holding the executive office listed below an
option to acquire the number of shares of the Corporation's
Common Stock indicated beside such office:
Number of Shares
Executive Office Subject to Option
________________ ___________________
President (or Acting President) 3,250
of the Corporation
Executive Vice President 2,750
of the Corporation
Senior Vice President 1,750
of the Corporation
Notwithstanding the foregoing, however, no individual holding an
executive office listed above shall receive an option under the
Plan on May 1, 1992 unless such individual held the executive
office in question on January 1, 1992.
6. EXERCISE PRICE. The per share exercise price of any
option granted hereunder will be the per share fair market price
of the Corporation's Common Stock on the date of grant.
7. DATE OPTION BECOMES EXERCISABLE. Each option granted
under the Plan will become exercisable upon the later of: (a) the
date of grant and (b) the effective date of a registration
statement under the Securities Act of 1933 on Form S-8 or similar
form registering the shares of the Corporation's Common Stock
covered by the option.
8. EXPIRATION DATE; EARLY TERMINATION OF OPTIONS.
(a) The expiration date of each option granted under
the Plan will be four years from the date of grant, but each
such option will be subject to early termination as provided
below.
(b) An unexercised option granted under the plan will
terminate upon any of the following events:
(i) DEATH. An unexercised option will terminate
upon the earlier of: (A) four years after the date of
grant or (B) one year after the optionee's death, if he
dies while employed by the Corporation or one of its
subsidiaries.
(ii) DISABILITY. An unexercised option will
terminate upon the earlier of: (A) four years after the
date of grant or (B) one year after the optionee's
employment with the Corporation and its subsidiaries
terminates on account of such optionee's disability.
(iii) TERMINATION OF EMPLOYMENT. An unexercised
option will terminate immediately upon the date that
the optionee's employment with the Corporation and its
subsidiaries terminates for any reason other than death
or disability.
9. EXERCISE. An option granted hereunder may be exercised
as to part or all of the shares covered thereby at any time
before the expiration date or earlier termination of such option.
If an option granted under this Plan is exercised only in part,
it must be exercised for a minimum of 50 shares. During the
optionee's lifetime, only the optionee or his guardian or legal
representative may exercise the option. If an optionee dies
prior to the expiration date of an option granted to him and on
the date of his death, he had not exercised the option as to all
of the shares covered thereby, the estate or any person who
acquires the right to exercise the option by reason of such
optionee's death may exercise the option.
10. PAYMENT OF EXERCISE PRICE AND APPLICABLE WITHHOLDING
TAXES. Upon exercise of an option granted under the Plan, the
option holder must pay in full the exercise price and an amount
sufficient to satisfy all federal, state and local income taxes
that the Corporation is required to withhold in connection with
the exercise of the option. Payment of the exercise price and
the amount of any withholding tax requirements shall be made: (a)
in cash, (b) in shares of the Corporation's Common Stock, valued
at fair market value on the date of exercise or (c) by any
combination of cash and shares of the Corporation's Common Stock,
valued at fair market value on the date of exercise.
11. TRANSFERABILITY. No option granted hereunder may be
transferred except by will or by the laws of dissent and
distribution, upon the death of the optionee.
12. MEMORANDUM OF OPTION. The Committee will deliver to
each individual to whom an option is granted a memorandum of
option, stating the terms of the option.
13. CAPITAL ADJUSTMENTS. The number of shares of Common
Stock covered by each outstanding option granted under the Plan,
and the exercise price thereof, will be subject to an appropriate
and equitable adjustment, as determined by the Committee, to
reflect any stock dividend, stock split or share combination, and
will be subject to such adjustment as the Committee may deem
appropriate to reflect any exchange of shares, recapitalization,
merger, consolidation, separation, reorganization, liquidation or
the like, of or by the Corporation.
14. AMENDMENT OR DISCONTINUANCE. The Plan may be amended,
altered or discontinued by the Board at any time. No termination
or amendment of the Plan shall materially and adversely affect
any rights or obligations of the holder of an option previously
granted under the Plan without such holder's consent.
15. EFFECT OF THE PLAN. Neither the adoption of this Plan
nor any action of the Board or the Committee shall be deemed to
give any person the right to continue in the employment of the
Corporation or its subsidiaries.
16. EFFECTIVENESS OF THE PLAN. The Plan shall become
effective on May 1, 1992.
17. DEFINITIONS. For purposes of this Plan:
(a) the term "disability" shall have the meaning given
such term by the Rock Hill National Bank Pension Plan; and
(b) the term "fair market value" shall mean, with
respect to the Corporation's Common Stock on any given date,
the closing price in the primary market or exchange on which
the Corporation's Common Stock is traded at the close of
trading on the business day immediately preceding the given
date, or if the Corporation's Common Stock is not so traded,
the average of the closing bid and asked prices of the
Common Stock in the over-the-counter market as reported on
the National Association of Securities Dealers' Automated
Quotation System ("NASDAQ") on such date, if so reported, or
if not so reported, the average of the closing bid and asked
prices of the Common Stock as furnished by reporting members
of the National Association of Securities Dealers, Inc. for
such date, or if the Corporation's Common Stock is not
traded in the over-the-counter market, such value as is
determined in good faith by the Board of Directors. In the
event there were no Common Stock transactions on the day
preceding the given date, fair market value shall be
determined as of the next preceding date on which there were
Common Stock transactions.
RHNB CORPORATION
AMENDED AND RESTATED 1994 EXECUTIVE STOCK OPTION PLAN
1. PURPOSE OF PLAN. This Amended and Restated 1994
Executive Stock Option Plan (the "Plan") is intended to increase
the incentive for participants to contribute to the success of
RHNB Corporation ("RHNB") and its subsidiaries and to reward them
for their contribution to that success.
2. SHARES SUBJECT TO PLAN. The options granted under this
Plan will be options to acquire shares of RHNB's common stock,
$2.50 par value. The maximum number of shares that may be issued
pursuant to this Plan is 45,000.
3. ADMINISTRATION OF PLAN. The Compensation Committee
(the "Committee") of RHNB's Board of Directors will administer
the Plan. During the year prior to commencement of service on the
Committee, the Committee members may not have participated in or
received securities under, and while serving and for one year
after serving on the Committee, such members shall not receive
securities under or be eligible for selection as persons to whom
shares may be transferred or to whom stock options may be granted
under, the Plan or any other discretionary plan of RHNB (or an
affiliate of RHNB) under which participants are entitled to
acquire shares, stock options or stock appreciation rights of
RHNB (or an affiliate of RHNB).
The Committee, in addition to any other powers granted to it
hereunder, shall have the powers, subject to the express
provisions of the Plan:
(a) in its discretion, to determine the Employees
(defined in Section 5(a) hereof) to receive options, the
times when options shall be granted, the times when
options may be exercised, the number of shares to be
subject to each option, the exercise price of each
option, and any restrictions on the transfer or ownership
of shares purchased pursuant to an option;
(b) to prescribe, amend and repeal rules and
regulations of general application relating to the Plan;
(c) to construe and interpret the Plan;
(d) to require of any person exercising an option
granted under the Plan, at the time of such exercise, the
execution of any paper or the making of any represen-
tation or the giving of any commitment that the Committee
shall, in its discretion, deem necessary or advisable by
reason of the securities laws of the United States or any
State, or the execution of any paper or the payment of
any sum of money in respect of taxes or the undertaking
to pay any such sum that the Committee shall, in its
discretion, deem necessary by reason of the Internal
Revenue Code or any rule or regulation thereunder, or by
reason of the tax laws of any State;
(e) to amend stock options previously granted and
outstanding, but no amendment to any such agreement shall
be made without the consent of the optionee if such
amendment would adversely affect the rights of the
optionee under his stock option agreement or would
disqualify an "incentive stock option" (as defined in
Section 422 of the Internal Revenue Code) (an "incentive
stock option") from being such under the Internal Revenue
Code; and no amendment shall be made to any stock option
agreement that would cause the inclusion therein of any
term or provision inconsistent with the Plan; and
(f) to make all other determinations necessary or
advisable for the administration of the Plan. Determi-
nations of the Committee with respect to the matters
referred to in this section shall be conclusive and
binding on all persons eligible to participate under the
Plan and their legal representatives and beneficiaries.
The Committee shall have full authority to act with
respect to the participation of any Employee, including
any directors or officers, and nothing in the Plan shall
be construed to be in derogation of such authority.
The Committee may designate selected Committee members or
employees of RHNB to assist the Committee in the administration
of the Plan and may grant authority to such persons to execute
documents, including options, on behalf of the Committee, subject
in each such case to the requirements of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended.
Decisions and determinations of the Committee on all matters
relating to the Plan shall be in its sole discretion and shall be
conclusive. No member of the Committee, nor any person
authorized to act on behalf of the Committee, shall be liable for
any action taken or decision made in good faith relating to the
Plan or any award thereunder.
4. INITIAL GRANTS OF OPTIONS. On June 1, 1994, or such
earlier date as the Committee may determine in its discretion,
options will be granted under the Plan as follows:
NAME TITLE NUMBER OF SHARES
Michael F. Gooding CEO 15,000
G. Steve Moore, Jr. EVP 9,000
P. Hobson Busby SVP 6,000
Gregory L. Gibson SVP 6,000
_______
36,000
These options will be granted on the following terms:
(a) VESTING. None of the options will be immediately
exercisable. One-third of each optionee's options will become
exercisable on January 1, 1997, one-third will become exercisable
on January 1, 1998, and one-third will become exercisable on
January 1, 1999.
(b) DURATION OF OPTION. Each option will remain
exercisable for a period of two years after it becomes
exercisable. Any option that is not then exercisable will
immediately terminate upon the termination of the optionee's
employment with RHNB. Each option that is exercisable will
terminate 90 days after the termination of the optionee's
employment with RHNB.
(c) EXERCISE PRICE. The exercise price for each of
the options will be the closing price for the RHNB shares on the
date of grant.
5. GRANT OF OPTION TO EMPLOYEES.
(a) EMPLOYEES TO WHOM OPTIONS MAY BE GRANTED. The
Committee may grant an incentive stock option to any employee of
RHNB who is designated as the chief executive officer, or as an
executive vice president or senior vice president, of RHNB ("an
Employee").
(b) NUMBER OF SHARES. The Committee may grant to an
Employee an option to purchase such number of shares as the
Committee may chose.
(c) EXERCISE PRICE. The Committee will specify the
exercise price with respect to each option granted hereunder, but
with respect to each option the exercise price must be at least
100% of the fair market value of the shares covered by the option
at the time the option is granted.
(d) TERM OF OPTIONS. The Committee will specify the
expiration date of each option granted hereunder; provided,
however that no option granted hereunder may be exercised after
the expiration of ten years from the date on which such option
was granted.
6. EXERCISE. An option granted hereunder may be
exercised as to part or all of the shares covered thereby at any
time before the expiration date of such option.
During the participant's lifetime, only the participant may
exercise an option granted to him. If a participant dies prior
to the expiration date of an option granted to him, without
having exercised his option as to all of the shares covered
thereby, the option may be exercised, to the extent of the shares
with respect to which the option could have been exercised on the
date of the participant's death, by the estate or a person who
acquired the right to exercise the option by bequest or
inheritance or by reason of the death of the Employee.
7. PAYMENT OF EXERCISE PRICE. The exercise price will be
payable upon exercise of the option to purchase shares. Payment
of the exercise price shall be made in cash.
8. TRANSFERABILITY. No option granted hereunder may be
transferred by the participant except by will or by the laws of
descent and distribution, upon the death of the participant. No
shares purchased upon the exercise of any option may be
transferred within six months from the date the option was
granted.
9. MEMORANDUM OF OPTION.
(a) GENERAL. The Committee will deliver to each
participant to whom an option is granted a Memorandum of Option,
stating the terms of the option.
(b) INCENTIVE STOCK OPTION RULES. It is intended that
options granted under of this Plan may qualify for treatment for
federal income tax as "incentive stock options," as that term is
defined by Section 422 of the Internal Revenue Code, provided
that the Employee follows certain rules concerning the exercise
of the options. In the Memorandum of Option referred to in this
paragraph the Committee will set forth the rules that the
Employee must observe if his option is to qualify as an incentive
stock option.
10. CAPITAL ADJUSTMENTS. The number of shares of common
stock covered by each outstanding option granted under the Plan,
and the option price thereof, will be subject to an appropriate
and equitable adjustment, as determined by the Committee, to
reflect any stock dividend, stock split or share combination, and
will be subject to such adjustment as the Committee may deem
appropriate to reflect any exchange of shares, recapitalization,
merger, consolidation, separation, reorganization, liquidation or
the like, of or by RHNB.
11. AMENDMENT OR DISCONTINUANCE. The Plan may be amended,
altered or discontinued by the Board of Directors of RHNB. No
termination or amendment of the Plan shall materially and
adversely affect any rights or obligations of the holder of an
option theretofore granted under the Plan without his consent.
12. EFFECT OF THE PLAN. Neither the adoption of this Plan
nor any action of the Board or the Committee shall be deemed to
give any person any right to be granted an option to purchase
common stock of RHNB or any other rights hereunder except as may
be expressly granted by the Committee (or granted pursuant to
Section 5) and evidenced by a Memorandum of Option described in
Section 9.
13. EFFECTIVENESS OF THE PLAN; DURATION. The Plan shall be
subject to approval by the vote of the holders of a majority of
the shares of stock of RHNB entitled to vote. The Plan shall be
effective at once upon such approval. No option may be granted
prior to the approval of the Plan by shareholders. No options
may be granted under this Plan after June 1, 1997.
PROVISIONS OF NORTH CAROLINA BUSINESS CORPORATION ACT
REGARDING INDEMNIFICATION
"55-8-50. Policy statement and definitions.
(a) It is the public policy of this State to enable
corporations organized under this Chapter to attract and maintain
responsible, qualified directors, officers, employees and agents,
and, to that end, to permit corporations organized under this
Chapter to allocate the risk of personal liability of directors,
officers, employees and agents through indemnification and
insurance as authorized in this Part.
(b) Definitions in this Part:
(1) 'Corporation' includes any domestic or foreign
corporation absorbed in a merger which, if its
separate existence had continued, would have had
the obligation or power to indemnify its
directors, officers, employees, or agents, so that
a person who would have been entitled to receive
or request indemnification from such corporation
if its separate existence had continued shall
stand in the same position under this Part with
respect to the surviving corporation.
(2) 'Director' means an individual who is or was a
director of a corporation or an individual who,
while a director of a corporation, is or was
serving at the corporation's request as a
director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee
benefit plan, or other enterprise. A director is
considered to be serving an employee benefit plan
at the corporation's request if his duties to the
corporation also impose duties on, or otherwise
involve services by, him to the plan or to
participants in or beneficiaries of the plan.
'Director' includes, unless the context requires
otherwise, the estate or personal representative
of a director.
(3) 'Expenses' means expenses of every kind incurred
in defending a proceeding, including counsel fees.
(4) 'Liability' means the obligation to pay a
judgment, settlement, penalty, fine (including an
excise tax assessed with respect to an employee
benefit plan), or reasonable expenses incurred
with respect to a proceeding.
(4a) 'Officer', 'employee', or 'agent' includes, unless
context requires otherwise, the estate or personal
representative of a person who acted in that
capacity.
(5) 'Official capacity' means: (i) when used with
respect to a director, the office of director in a
corporation; and (ii) when used with respect to an
individual other than a director, as contemplated
in G.S. 55-8-56, the office in a corporation held
by the officer or the employment or agency
relationship undertaken by the employee or agent
on behalf of the corporation. 'Official capacity'
does not include service for any other foreign or
domestic corporation or any partnership, joint
venture, trust, employee benefit plan, or other
enterprise.
(6) 'Party' includes an individual who was, is, or is
threatened to be made a named defendant or
respondent in a proceeding.
(7) 'Proceeding' means any threatened, pending, or
completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative
and whether formal or informal.
55-8-51. Authority to indemnify.
(a) Except as provided in subsection (d), a corporation may
indemnify an individual made a party to a proceeding because he
is or was a director against liability incurred in the proceeding
if:
(1) He conducted himself in good faith; and
(2) He reasonably believed (i) in the case of conduct
in his official capacity with the corporation,
that his conduct was in its best interests; and
(ii) in all other cases, that his conduct was at
least not opposed to its best interests; and
(3) In the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was
unlawful.
(b) A director's conduct with respect to an employee
benefit plan for a purpose he reasonably believed to be in the
interests of the participants in and beneficiaries of the plan is
conduct that satisfies the requirement of subsection (a)(2)(ii).
(c) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of no contest or its
equivalent is not, of itself, determinative that the director did
not meet the standard of conduct described in this section.
(d) A corporation may not indemnify a director under this
section:
(1) In connection with a proceeding by or in the right
of the corporation in which the director was
adjudged liable to the corporation; or
(2) In connection with any other proceeding charging
improper personal benefit to him, whether or not
involving action in his official capacity, in
which he was adjudged liable on the basis that
personal benefit was improperly received by him.
(e) Indemnification permitted under this section in
connection with a proceeding by or in the right of the
corporation that is concluded without a final adjudication on the
issue of liability is limited to reasonable expenses incurred in
connection with the proceeding.
(f) The authorization, approval or favorable recommendation
by the board of directors of a corporation of indemnification, as
permitted by this section, shall not be deemed an act or
corporate transaction in which a director has a conflict of
interest, and no such indemnification shall be void or voidable
on such ground.
55-8-52. Mandatory indemnification.
Unless limited by its articles of incorporation, a
corporation shall indemnify a director who was wholly successful,
on the merits or otherwise, in the defense of any proceeding to
which he was a party because he is or was a director of the
corporation against reasonable expenses incurred by him in
connection with the proceeding.
55-8-53. Advance for expenses.
Expenses incurred by a director in defending a proceeding
may be paid by the corporation in advance of the final
disposition of such proceeding as authorized by the board of
directors in the specific case or as authorized or required under
any provision in the articles of incorporation or bylaws or by
any applicable resolution or contract upon receipt of an
undertaking by or on behalf of the director to repay such amount
unless it shall ultimately be determined that he is entitled to
be indemnified by the corporation against such expenses.
55-8-54. Court-ordered indemnification.
Unless a corporation's articles of incorporation provide
otherwise, a director of the corporation who is a party to a
proceeding may apply for indemnification to the court conducting
the proceeding or to another court of competent jurisdiction. On
receipt of an application, the court after giving any notice the
court considers necessary may order indemnification if it
determines:
(1) The director is entitled to mandatory
indemnification under G.S. 55-8-52, in which case
the court shall also order the corporation to pay
the director's reasonable expenses incurred to
obtain court-ordered indemnification; or
(2) The director is fairly and reasonably entitled to
indemnification in view of all the relevant
circumstances, whether or not he met the standard
of conduct set forth in G.S. 55-8-51 or was
adjudged liable as described in G.S. 55-8-51(d),
but if he was adjudged so liable his
indemnification is limited to reasonable expenses
incurred.
55-8-55. Determination and authorization of indemnification.
(a) A corporation may not indemnify a director under
G.S. 55-8-51 unless authorized in the specific case after a
determination has been made that indemnification of the director
is permissible in the circumstances because he has met the
standard of conduct set forth in G.S. 55-8-51.
(b) The determination shall be made:
(1) By the board of directors by majority vote of a
quorum consisting of directors not at the time
parties to the proceeding;
(2) If a quorum cannot be obtained under subdivision
(1), by majority vote of a committee duly
designated by the board of directors (in which
designation directors who are parties may
participate), consisting solely of two or more
directors not at the time parties to the
proceeding;
(3) By special legal counsel (i) selected by the board
of directors or its committee in the manner
prescribed in subdivision (1) or (2); or (ii) if a
quorum of the board of directors cannot be
obtained under subdivision (1) and a committee
cannot be designated under subdivision (2),
selected by majority vote of the full board of
directors (in which selection directors who are
parties may participate); or
(4) By the shareholders, but shares owned by or voted
under the control of directors who are at the time
parties to the proceeding may not be voted on the
determination.
(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as
the determination that indemnification is permissible, except
that if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under
subsection (b)(3) to select counsel.
55-8-56. Indemnification of officers, employees, and agents.
Unless a corporation's articles of incorporation provide
otherwise:
(1) An officer of the corporation is entitled to
mandatory indemnification under G.S. 55-8-52, and
is entitled to apply for court-ordered
indemnification under G.S. 55-8-54, in each case
to the same extent as a director;
(2) The corporation may indemnify and advance expenses
under this Part to an officer, employee, or agent
of the corporation to the same extent as to a
director; and
(3) A corporation may also indemnify and advance
expenses to an officer, employee, or agent who is
not a director to the extent, consistent with
public policy, that may be provided by its
articles of incorporation, bylaws, general or
specific action of its board of directors, or
contract.
55-8-57. Additional indemnification and insurance.
(a) In addition to and separate and apart from the
indemnification provided for in G.S. 55-8-51, 55-8-52, 55-8-54,
55-8-55 and 55-8-56, a corporation may in its articles of
incorporation or bylaws or by contract or resolution indemnify or
agree to indemnify any one or more of its directors, officers,
employees, or agents against liability and expenses in any
proceeding (including without limitation a proceeding brought by
or on behalf of the corporation itself) arising out of their
status as such or their activities in any of the foregoing
capacities; provided, however, that a corporation may not
indemnify or agree to indemnify a person against liability or
expenses he may incur on account of his activities which were at
the time taken known or believed by him to be clearly in conflict
with the best interests of the corporation. A corporation may
likewise and to the same extent indemnify or agree to indemnify
any person who, at the request of the corporation, is or was
serving as a director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise or as trustee or
administrator under an employee benefit plan. Any provision in
any articles of incorporation, bylaw, contract, or resolution
permitted under this section may include provisions for recovery
from the corporation of reasonable costs, expenses, and
attorneys' fees in connection with the enforcement of rights to
indemnification granted therein and may further include
provisions establishing reasonable procedures for determining and
enforcing the rights granted therein.
(b) The authorization, adoption, approval, or favorable
recommendation by the board of directors of a public corporation
of any provision in any articles of incorporation, bylaw,
contract or resolution, as permitted in this section, shall not
be deemed an act or corporate transaction in which a director has
a conflict of interest, and no such articles of incorporation or
bylaw provision or contract or resolution shall be void or
voidable on such grounds. The authorization, adoption, approval,
or favorable recommendation by the board of directors of a
nonpublic corporation of any provision in any articles of
incorporation, bylaw, contract or resolution, as permitted in
this section, which occurred on or prior to July 1, 1990, shall
not be deemed an act or corporate transaction in which a director
has a conflict of interest, and no such articles of
incorporation, bylaw provision, contract or resolution shall be
void or voidable on such grounds. Except as permitted in
G.S. 55-8-31, no such bylaw, contract, or resolution not adopted,
authorized, approved or ratified by shareholders shall be
effective as to claims made or liabilities asserted against any
director prior to its adoption, authorization, or approval by the
board of directors.
(c) A corporation may purchase and maintain insurance on
behalf of an individual who is or was a director, officer,
employee, or agent of the corporation, or who, while a director,
officer, employee, or agent of the corporation, is or was serving
at the request of the corporation as a director, officer,
partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise, against liability asserted
against or incurred by him in that capacity or arising from his
status as a director, officer, employee, or agent, whether or not
the corporation would have power to indemnify him against the
same liability under any provision of this act.
55-8-58. Application of Part.
(a) If articles of incorporation limit indemnification or
advance for expenses, indemnification and advance for expenses
are valid only to the extent consistent with the articles.
(b) This Part does not limit a corporation's power to pay
or reimburse expenses incurred by a director in connection with
his appearance as a witness in a proceeding at a time when he has
not been made a named defendant or respondent to the proceeding.
(c) This Part shall not affect rights or liabilities
arising out of acts or omissions occurring before July 1, 1990."
