Registration No. 33-62069
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
___________________________
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 28255
100 NORTH TRYON STREET (Zip Code)
CHARLOTTE, NORTH CAROLINA
(Address of Principal Executive Offices)
_____________________________
INTERCONTINENTAL BANK ISO PLAN
INTERCONTINENTAL BANK NSO PLAN
INTERCONTINENTAL BANK 1992 STOCK OPTION PLAN
(Full Title of the Plans)
______________________________
PAUL J. POLKING, ESQ.
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)
___________________
COPY TO:
R. DOUGLAS HARMON, ESQ.
SMITH HELMS MULLISS & MOORE, L.L.P.
214 NORTH CHURCH STREET
CHARLOTTE, NORTH CAROLINA 28202
(704) 343-2000
_____________________
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 shares of Common Stock
were paid at the time of the original filing of the Registration
Statement on Form S-4 relating thereto.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents constituting a Prospectus (a "Prospectus")
with respect to this Post-Effective Amendment No. 1 on Form S-8
to the Registration Statement on Form S-4 of NationsBank
Corporation (the "Registrant") are kept on file at the offices of
the Registrant in accordance with Rule 428 promulgated pursuant
to the Securities Act of 1933, as amended (the "Securities Act").
The Registrant will provide without charge to participants in the
Intercontinental Bank ISO Plan, the Intercontinental Bank NSO
Plan and the Intercontinental Bank 1992 Stock Option Plan, on the
written or oral request of any such person, a copy of any or all
of the documents constituting a Prospectus. Written requests for
such copies should be directed to Charles J. Cooley, Principal
Corporate Personnel Officer, 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, which have been heretofore filed by
the Registrant with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference
herein:
(a) The Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994;
(b) The Registrant's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1995, June 30, 1995 and
September 30, 1995 and Current Reports on Form 8-K filed January
26, 1995, February 21, 1995, March 2, 1995 (two reports on this
date), March 21, 1995 (amended by Form 8-K/A Amendment No. 1
filed March 21, 1995), March 27, 1995, April 24, 1995, April 25,
1995, May 16, 1995, July 10, 1995, July 24, 1995, August 31,
1995, September 20, 1995, October 20, 1995 (two reports on this
date), and November 9, 1995; and
(c) The description of the Registrant's Common Stock
contained in its registration statement filed pursuant to Section
12 of the Exchange Act, and any amendment or report filed for the
purpose of updating such description.
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 hereby
have been sold or register all securities then remaining unsold
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any 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.
The Registrant will provide without charge to each person to
whom a 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 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 Charles J. Cooley, Principal Corporate Personnel Officer,
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 Intercontinental Bank ISO Plan, the
Intercontinental Bank NSO Plan and the Intercontinental Bank 1992
Stock Option Plan 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 an
aggregate of approximately 50,000 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, and no contracts between the
Registrant and its directors and officers, 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 Bylaws 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 Bylaws
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,
special legal counsel or the shareholders as prescribed in
Section 55-8-55 of the Act.
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 of the Act 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 of the Act 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
which contain 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.
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 the legality of the 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 Intercontinental Bank ISO Plan.
99.2 Intercontinental Bank NSO Plan.
99.3 Intercontinental Bank 1992 Stock Option Plan.
99.4 Provisions of North Carolina law regarding
indemnification of directors and officers
(incorporated herein by reference to Exhibit 99.1
of the NationsBank Corporation Registration
Statement on Form S-3 (Registration No. 33-63097)
filed on September 29, 1995.)
______________________
* 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 the
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. 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 a 20 percent 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 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 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 the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Post-Effective Amendment No. 1 to
the 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 14, 1995.
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 Post-Effective Amendment No. 1 to the Registration Statement
has been signed by the following persons in the capacities and on
the dates indicated.
SIGNATURE TITLE DATE
HUGH L. MCCOLL, JR.* Chairman of the December 14, 1995
Hugh L. McColl, Jr. Board, Chief
Executive Officer
and Director
(Principal Executive
Officer)
JAMES H. HANCE, JR.* Vice Chairman and December 14, 1995
James H. Hance, Jr. Chief Financial
Officer (Principal
Financial Officer)
MARC D. OKEN* Executive Vice December 14, 1995
Marc D. Oken President and Chief
Accounting Officer
(Principal Accounting
Officer)
RONALD W. ALLEN* Director December 14, 1995
Ronald W. Allen
WILLIAM M. BARNHARDT* Director December 14, 1995
William M. Barnhardt
THOMAS E. CAPPS* Director December 14, 1995
Thomas E. Capps
CHARLES W. COKER* Director December 14, 1995
Charles W. Coker
THOMAS G. COUSINS* Director December 14, 1995
Thomas G. Cousins
ALAN T. DICKSON* Director December 14, 1995
Alan T. Dickson
W. FRANK DOWD, JR.* Director December 14, 1995
W. Frank Dowd, Jr.
PAUL FULTON* Director December 14, 1995
Paul Fulton
L. L. GELLERSTEDT, JR.* Director December 14, 1995
L. L. Gellerstedt, Jr.
TIMOTHY L. GUZZLE* Director December 14, 1995
Timothy L. Guzzle
W. W. JOHNSON* Director December 14, 1995
W. W. Johnson
BUCK MICKEL* Director December 14, 1995
Buck Mickel
JOHN J. MURPHY* Director December 14, 1995
John J. Murphy
JOHN C. SLANE* Director December 14, 1995
John C. Slane
JOHN W. SNOW* Director December 14, 1995
John W. Snow
MEREDITH R. SPANGLER* Director December 14, 1995
Meredith R. Spangler
ROBERT H. SPILMAN* Director December 14, 1995
Robert H. Spilman
RONALD TOWNSEND* Director December 14, 1995
Ronald Townsend
Director December __, 1995
E. Craig Wall, Jr.
JACKIE M. WARD* Director December 14, 1995
Jackie M. Ward
*By: /S/ 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
Post-Effective Amendment No. 1 on Form S-8 to the Registration
Statement on Form S-4 (Registration No. 33-62069) of NationsBank
Corporation of our report dated January 13, 1995, which appears
on page 57 of the 1994 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, 1994.
PRICE WATERHOUSE LLP
Charlotte, North Carolina
December 14, 1995
AMENDMENT TO
ATICO FINANCIAL CORPORATION
1984 STOCK OPTION PLAN
DATED: JANUARY 26, 1984
Pursuant to a resolution adopted by the Board of Directors
of INTERCONTINENTAL BANK (ICB), at its meeting held on
February 28, 1991, and in contemplation of a proposed merger of
ATICO FINANCIAL CORPORATION (AFC) into ICB, which merger became
effective March 30, 1991, the ATICO FINANCIAL CORPORATION 1984
Stock Option Plan dated January 26, 1984, is hereby amended as
follows:
1. The ATICO FINANCIAL CORPORATION 1984 Stock Option
Plan is hereby adopted by ICB.
2. The ATICO FINANCIAL CORPORATION 1984 Stock Option Plan
is amended to change its name to the INTERCONTINENTAL BANK ISO
Plan.
3. The ATICO FINANCIAL CORPORATION 1984 Plan is further
amended to increase the number of shares reserved for issuance
thereunder to 325,000.
4. The ATICO FINANCIAL CORPORATION 1984 Plan is further
amended to designate the shares to be issued under the
INTERCONTINENTAL BANK ISO Plan as shares of ICB Common Stock, and
to convert options outstanding under the ATICO FINANCIAL
CORPORATION 1984 Plan to acquire shares of AFC Common Stock, to
options under the INTERCONTINENTAL BANK I.S.O. Plan to purchase
shares of ICB Common Stock, under the same terms and conditions
as the AFC incentive options.
5. The ATICO FINANCIAL CORPORATION 1984 Stock Option Plan
is further amended to reflect that all references therein to "the
Company" shall, effective March 30, 1991, refer to ICB.
<PAGE>
ATICO FINANCIAL CORPORATION
1984 STOCK OPTION PLAN
DATED: JANUARY 26, 1984
I. PURPOSE
The purpose of this Plan is to provide a means whereby
selected key employees of Atico Financial Corporation (the
"Company") and its subsidiaries may, as an incentive to service
or continued service with the Company or a subsidiary, be given
an opportunity to acquire Common Stock of the Company, thereby
giving them a proprietary interest in the Company, increasing
their interest in its success, and encouraging them to remain in
its employ.
As used in the Plan, the terms "parent" and "subsidiary"
shall have the meanings ascribed to the terms "parent
corporation" and "subsidiary corporation" in Section 425 of the
Internal Revenue Code, as amended (the "Code").
II. ADMINISTRATION
The Plan shall be administered by the Board of Directors of
the Company, or by such Committee (the "Committee") of three or
more Directors as the Board of Directors may from time to time
appoint, in either case excluding Directors who are eligible to
receive options under the plan unless such Directors have for the
time being disclaimed eligibility to receive them.
Subject to the express provisions of the Plan, the Board of
Directors or the Committee, as the case may be, shall have
authority, in its discretion, to determine the individuals to
whom options shall be granted, the time or times at which such
options shall be granted, the number of shares to be covered by
each such option, the option price, and the installments in which
and the periods during which each such option shall be
exercisable; provided, however, that in exercising such
discretion with respect to participation of Directors of the
Company, if such exercise be by the Board of Directors, a
majority of the Board of Directors and a majority of the
Directors acting in the matter, or, if such exercise be by the
Committee, all of the members of the Committee, shall be persons
who are not at the time such discretion is exercised eligible and
have not at any time within one year prior thereto been eligible
as persons to whom stock might be allocated or to whom stock
options or stock appreciation rights might be granted pursuant to
the Plan or any other plan of the Company or of any other
corporation controlling, controlled by, or under common control
with, the Company, entitling the participants therein to acquire
stock, or stock options or stock appreciation rights of the
Company or any such other corporation.
Subject to the express provisions of the Plan, the Board of
Directors shall also have the authority to construe and interpret
the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to adopt and revise from time to time and to
construe and interpret the form of the options to be granted
under the Plan (which need not be identical) and to make all
other determinations necessary or advisable for the
administration of the Plan. The Board of Directors may correct
any defect or supply any omission or reconcile any inconsistency
in the Plan or any option, in the manner and to the extent it
shall deem expedient to carry it into effect, and it shall be the
sole and final judge of such expediency.
The determination of the Board of Directors and those of the
Committee on the matters referred to in this Section II shall be
conclusive.
III. SHARES SUBJECT TO THE PLAN
The shares to be sold under the Plan may be shares of the
Company's authorized but unissued Common Stock or issued shares
of such Common Stock reacquired by the Company at any time, as
the Board of Directors from time to time may determine; provided,
however, that unless and until the Board of Directors shall
determine to repurchase shares or to use treasury shares for the
purposes of the Plan, the shares sold under the Plan shall be
authorized and unissued shares reserved for that purpose.
Subject to adjustment as provided in Section XI hereof, the
maximum aggregate number of shares for which options may be
granted under the Plan is 100,000 shares of the Company's Common
Stock, as constituted at the date of the Plan.
If any option granted under the Plan shall expire or
terminate in any manner or for any reason (including termination
by voluntary surrender) without having been exercised in full,
the number of shares of Common Stock as to which such option
shall not have been exercised shall again be available for the
purposes of the Plan.
IV. ELIGIBILITY FOR AND GRANT OF OPTIONS
An option may be granted to any person (including any
Director or any officer of the Company) who, at the time such
granting, is a key employee of the Company or any subsidiary.
Options granted under the Plan shall be incentive stock
options. Each incentive stock option is intended to qualify as
and shall comply with all the requirements of an "incentive stock
option" in Section 422A of the Code.
An incentive stock option may be granted only to a person
who, at the time the option is granted, does not own stock
possessing more than 10% of the total combined voting power of
all classes of stock of the Company or any parent or subsidiary;
provided, however, that this paragraph shall not apply if at the
time the option is granted the option price is at least 110% of
the fair market value of the shares of Common Stock subject to
the option and the option by its terms is not exercisable after
the expiration of 5 years from the date the option is granted.
For purposes of this paragraph, a person shall be considered as
owning the stock owned, directly or indirectly, by or for his or
her brothers or sisters (whether by the whole or half blood),
spouse, ancestors, and lineal descendants; and stock owned,
directly or indirectly, by or for a corporation partnership,
estate or trust shall be considered as being owned
proportionately by or for its shareholders, partners, or
beneficiaries.
The aggregate fair market value (determined as of the time
the option is granted) of the stock for which any employee may be
granted incentive stock options within the meaning of Section
422A of the Code in any calendar year under the Plan and all
other plans of the Company and any parent or subsidiary shall not
exceed $100,000 plus any unused limit carryover, calculated under
Section 422A(c)(4) of the Code, to such year with respect to such
employee.
V. TERMS OF OPTIONS
Each option shall by its terms be not exercisable after the
date determined by the Board of Directors or the Committee, as
the case may be, at the time of the granting of the option, and
all rights thereunder shall thereupon expire. Such date shall in
no event be more than ten years after the date on which the
option is granted.
VI. OPTION PRICE * See Amendment dated January 27, 1989
In the case of each option granted under the Plan, the
purchase price or prices of the Common Stock of the Company
called for by the option shall be determined by the Board of
Directors or the Committee, as the case may be, and shall be not
less than 100% of the fair market value, as determined by the
Board of Directors or the Committee, of the Common Stock of the
Company on the date of granting of the option. The purchase
price shall be paid in full upon the exercise of the option,
either in cash or by delivery of then outstanding shares of
Common Stock of the Company or a combination thereof, at the
election of the person exercising the option. Common Stock
delivered for this purpose shall be valued at the mean between
the high and low prices as reported on the over the counter
market for the date of exercise of the option, or if there is no
trading on that day, on the trading day next preceding the date
of exercise of the option.
VII. EXERCISE OF OPTIONS
The grantee of an option must remain in the continuous
employ of the Company or a subsidiary for a period of one year
from the date the option is granted before becoming entitled to
exercise the option as to any part of the shares covered thereby.
Thereafter, the option shall become exercisable as to the shares
covered thereby in one or more installments (which need not be
equal), and upon such conditions, limitations and restrictions,
as shall be determined by the Board of Directors or the Committee
at the time of the granting of the option, and specified in the
option; provided, however, that, except as set forth in Section
IX and X, no option may be exercised unless the grantee of the
option has been in the employ of the Company or a subsidiary
continuously from the date of granting of the option to the date
of exercise.
Each incentive stock option under the Plan by its terms
shall not be exercisable while there is outstanding (within the
meaning hereinafter set forth) any incentive stock option
theretofore granted to the same person to purchase stock in his
employer corporation, or in a corporation which (at the time of
the granting of such option) is a parent or subsidiary of his
employer corporation, or in a predecessor corporation of any of
such corporations. For this purpose, an incentive stock option
shall be treated as outstanding until such option is exercised in
full or expires by reason of lapse of time.
Shares as to which an option has become exercisable shall be
subject to purchase at any time or from time to time thereafter
during the remaining term of the option, but not less than 10
shares may be purchased at any one time, except upon the purchase
Of the remaining balance of shares as to which the option is at
the time exercisable
VIII. NON-TRANSFERABILITY OF OPTIONS
Each option granted under the Plan shall by its terms be not
transferable by the individual to whom it shall have been granted
otherwise than by will or the laws of descent and distribution,
and shall be exercisable, during his lifetime, only by him or his
guardian or legal representative.
IX. TERMINATION OF EMPLOYMENT
If the grantee of an option ceases to be an employee of the
Company or any subsidiary for any reason other than his death or
his having been discharged for cause or having terminated his
employment in violation of an employment agreement with the
Company or the subsidiary, or if the subsidiary by which the
grantee of an option is employed ceases to be a subsidiary of the
Company, his option shall expire (unless by its terms it expires
at an earlier date) three months after the date of such
termination (or one year if termination sas for disability within
the meaning of Section 105(d)(4) of the Code) or after the date
the subsidiary) ceased to be a subsidiary) of the Company, and
during such three month period (or one year period if termination
was for disability) the option shall be exercisable only to the
extent that it was exercisable on the date of termination of
employment or on the date that the subsidiary ceased to be a
subsidiary of the Company; provided, however, that no option may
be exercised after the expiration date specified herein. If the
grantee of an option shall be discharged for cause or shall
terminate his employment in violation of an employment agreement
with the Company or a subsidiary, then his option shall terminate
and expire concurrently with the termination of his employment
and shall not thereafter be exercisable to any extent. Options
granted under the Plan shall not be affected by any change of
employment so long as the grantee of the option continues to be
an employee of the Company or any of its subsidiaries, and
nothing in the Plan or in any option granted under it shall
confer any right to continue in the employ of the Company or any
of its subsidiaries or interfere in any way with the right of the
Company or any subsidiary to terminate any employment at any
time.
X. DEATH OF EMPLOYEE
If a grantee of an option dies while he is an employee of
the Company or a subsidiary or thereafter at any time while he
shall be entitled to exercise any portion thereof, such option
may, to the extent that the grantee of the option was entitled to
exercise such option on the date of his death, be exercised
within two years after his death by the person or persons to whom
his rights under the option shall have passed by his will or by
the applicable laws of descent and distribution; provided,
however, that no option may be exercised after the expiration
date specified therein.
XI. ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC.
The aggregate number and class of shares subject to the
Plan, the number and class of shares subject to each option
granted under the Plan, and the price per share (but not the
total price) shall be appropriately and equitably adjusted in the
event of any reclassification or increase or decrease in the
number of the issued shares of Common Stock of the Company by
reason of a split-up or consolidation of shares, the payment of
stock dividend, a recapitalization, a combination or exchange of
shares, or any like capital adjustment; provided, however, that
with respect to any incentive stock option any such adjustment
shall be made only to the extent it would not constitute a
"modification" within the meaning of Section 425(h) of the Code.
If the Company shall be reorganized or shall merge into or
consolidate with any other company, the Company will use its best
efforts to arrange that each option granted under the Plan shall
be adjusted so as to apply to the securities to which a holder of
the number of shares of Common Stock subject to the option would
have been entitled by reason of such reorganization,
consolidation or merger. In the event the attempt of the Company
in this regard shall not be successful, or in the event of the
proposed dissolution or liquidation or sale of substantially all
of the assets of the Company, each option granted under the Plan
shall terminate as of a date to be fixed by the Board of
Directors; provided that no less than 30 days' written notice of
the date so fixed shall be given to each grantee of an option or
to the person or persons to whom his rights shall have passed by
his will or the applicable laws of descent and distribution, if
known to the Company, and each such grantee or such person or
persons shall have the right, during the period of 30 days
preceding such termination, to exercise the option as to all or
any part of the shares covered thereby, including shares as to
which such option would not otherwise be exercisable, except that
no incentive stock option shall be become exercisable in
contravention of any requirement of Section 422A of the Code that
is necessary in order to qualify as an "incentive stock option.".
Adjustments under this Section XI shall be made by the Board
Of Directors, and any determination of the Board shall be binding
and conclusive.
XII. TERMINATION
Unless previously terminated by the Board of Directors, this
Plan shall terminate on January 25, 1994, but such termination
shall not affect any option theretofore granted the Board of
Directors of the Company at any time prior to that date may
terminate the Plan, or make such changes in it and additions to
it as the Board of Directors shall deem advisable; provided,
however, that except as provided in Section XI hereof, the Board
of Directors may not, without further approval by the
stockholders of the Company increase the maximum number of shares
as to which options may be granted under the Plan, as original)
adopted or as from time to time amended, or reduce the minimum
option price or extend the period during which options may be
granted or exercised, or change the class of employees eligible
to receive options under the Plan. No termination or amendment
of the Plan may, without the consent of the grantee of an option
then outstanding and in effect, or, if he shall have died, the
person or persons to whom his rights shall have passed by his
will or the applicable laws of descent and distribution,
terminate such option or materially and adversely affect his
rights or the rights of such person or persons under the option.
Article VI above is amended to reflect that upon the exercise of
the Option, the Purchase Price may be paid only in cash. This
Amendment deletes the previous provision allowing the trade of
Stock when exercising the Option.
AMENDMENT TO
ATICO FINANCIAL CORPORATION
1986 STOCK OPTION PLAN
DATED: JANUARY 9, 1987
Pursuant to a resolution adopted by the Board of Directors
of INTERCONTINENTAL BANK (ICB), at its meeting of February 28,
1991, and in conjunction with a merger of ATICO FINANCIAL
CORPORATION (AFC) into ICB, which merger became effective March
30, 1991, the Atico Financial Corporation 1986 Stock Option Plan,
dated January 9, 1987, as previously amended, was further amended
as follows:
1. Said Plan is adopted by ICB and the name of the Plan is
amended to be known as the INTERCONTINENTAL BANK NSO Plan.
2. The shares to be issued under the INTERCONTINENTAL BANK
NSO Plan are designated as shares of ICB Common Stock.
3. All options outstanding under the ATICO FINANCIAL
CORPORATION 1986 Plan to purchase shares of AFC Common Stock, are
converted to options under the INTERCONTINENTAL BANK NSO Plan to
purchase shares of ICB Common Stock, under the same terms and
conditions as the AFC non-incentive options.
4. That all references in the ATICO FINANCIAL CORPORATION
1986 Stock Option Plan to "the Company" are hereby changed so
that all references to the Company" shall refer to ICB and
effective March 30, 1991, the Plan shall be known as the
INTERCONTINENTAL BANK NSO Plan.
<PAGE>
ATICO FINANCIAL CORPORATION
1986 STOCK OPTION PLAN
DATED: JANUARY 9, 1987
I. PURPOSES
The purposes of the Atico Financial Corporation (the
"Company") 1986 Stock Option Plan (the "Plan") are to attract and
retain the best available personnel for the Company and its
subsidiaries and to provide a means whereby selected key
employees of the Company and its subsidiaries may, as an
incentive to service or continued service with the Company or a
subsidiary, be given an opportunity to acquire Common Stock of
the Company, thereby giving them a proprietary interest in the
Company, increasing their interest in its success, and
encouraging them to remain in its employ. It is intended that
options granted under the Plan shall be non-statutory stock
options.
As used in the Plan, the term "subsidiary" shall have the
meaning ascribed to the term "subsidiary corporation" in Section
425 of the Internal Revenue Code of 1986, as amended (the
"Code").
II. ADMINISTRATION
The Plan shall be administered by the Board of Directors of
the Company, or by such Committee (the Committee") of three or
more Directors as the Board of Directors may from time to time
appoint in either case excluding Directors who are eligible to
receive options under the Plan unless such Directors have for the
time being disclaimed eligibility to receive them.
Subject to the express provisions of the Plan, the Board of
Directors or the Committee, as the case may be, shall have
authority, in its discretion, to determine the individuals to
whom options shall be granted, the individuals who are key
employees of the Company or any subsidiary, the time or times at
which such options shall be granted, the number of shares to be
covered by each such option, the option price, and the
installments in which and the periods during which each such
option shall be exercisable; provided, however, that in
exercising such discretion with respect to the participation of
Directors of the Company, if such exercise be by the Board of
Directors, a majority of the Board of Directors acting in the
matter, or, if such exercise be by the Committee, all of the
members of the Committee, shall be persons who are not at the
time such discretion is exercised eligible and have not at any
time within one year prior thereto been eligible as persons to
whom stock might be allocated or to whom stock options or stock
appreciation rights might be granted pursuant to the Plan or any
other plan of the Company or of any other corporation
controlling, controlled by, or under common control with, the
Company, entitling the participants therein to acquire stock, or
stock options or stock appreciation rights of the Company or any
such other corporation.
Subject to the express provisions of the Plan, the Board of
Directors shall also have the authority to construe and interpret
the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to adopt and revise from time to time and to
construe and interpret the form of the options to be granted
under the Plan (which need not be identical) and to make all
other determinations necessary or advisable for the
administration of the Plan. The Board of Directors may correct
any defect or supply any omission or reconcile any inconsistency
in the Plan or any option, in the manner and to the extent it
shall deem necessary to carry it into effect, and it shall be the
sole and final judge of such necessity.
The determinations of the Board of Directors and those of
the Committee on the matters referred to in this Section II shall
be conclusive.
III. SHARES SUBJECT TO THE PLAN
The shares to be sold under the Plan may be shares of the
Company's authorized but unissued Common Stock ("Common Stock")
or issued shares of such Common Stock reacquired by the Company
at any time, as the Board of Directors from time to time may
determine; provided, however, that unless and until the Board of
Directors shall determine to repurchase shares or to use treasury
shares for the purposes of the Plan, the shares sold under the
Plan shall be authorized and unissued shares reserved for that
purpose. *See Amendment effective April 22, 1988.
Subject to adjustment as provided in Section XI hereof, the
maximum aggregate number of shares for which options may be
granted under the Plan is 200,000 shares of the Company's Common
Stock, as constituted at the date of the Plan. *See Amendment effective
February 23, 1994.
If any option granted under the Plan shall expire or
terminate in any manner or for any reason (including termination
by voluntary surrender) without having been exercised in full,
the number of shares of Common Stock as to which such option
shall not have been exercised shall again be available for the
purposes of the Plan.
IV. ELIGIBILITY FOR AND GRANT OF OPTIONS
An option may be granted to (i) any person (including any
Director or any officer of the Company) who, at the time of such
granting, is a key employee of the Company or any subsidiary or
(ii) any person not an employee of the Company or any subsidiary
whom the Company or any subsidiary seeks to employ.
V. TERM OF OPTIONS
Each option shall by its terms not be exercisable and all
rights thereunder shall expire after the date determined by the
Board of Directors or the Committee, as the case may be, at the
time of the granting of the option. Such date shall in no event
be more than ten years after the date on which the option is
granted.
VI. OPTION PRICE *SEE AMENDMENT DATED JANUARY 27, 1989
In the case of each option granted under the Plan, the
purchase price or prices of the Common Stock of the Company
called for by the option shall be determined by the Board of
Directors or the Committee, as the case may be, but will not be
less than 80 percent of the fair market value of the underlying
shares of Common Stock on the date the option is granted. The
purchase price shall be paid in full upon the exercise of the
option, either in cash or by delivery of then outstanding shares
of Common Stock of the Company or a combination thereof, at the
election of the person exercising the option. The fair market
value of the Common Stock shall be, and the shares of any Common
Stock delivered in payment of the purchase price upon the
exercise of an option shall be valued at the closing price of the
Common Stock as reported on the National Association of
Securities Dealers Automated Quotation System/National Market
System for the date of grant or of exercise of the option,
respectively, or, in the event the Common Stock is listed on a
stock exchange, at the closing price on such exchange as reported
in The Wall Street Journal on the date of grant or of exercise of
the option, respectively. (If there is no trading on such date,
the closing price on the trading day next preceding such date
shall be used for the valuation.)
VII. EXERCISE OF OPTIONS
The grantee of an option must remain in the continuous
employ of the Company or a subsidiary for a period of one year
from the later of the date of commencement of employment or the
date the option is granted before becoming entitled to exercise
the option as to any part of the shares covered thereby.
Thereafter, the option shall become exercisable as to the shares
covered thereby in one or more installments (which need not be
equal), and upon such conditions, limitations and restrictions,
as shall be determined by the Board of Directors of the Committee
at the time of the granting of the option, and specified in the
option; provided, however, that, except as set forth in Sections
IX and X, no option may be exercised unless the grantee of the
option has been in the employ of the Company or a subsidiary
continuously from the later of the date of commencement of
employment or the date of granting of the option to the date of
exercise.
Shares as to which an option has become exercisable shall be
subject to purchase at any time or from time to time thereafter
during the remaining term of the option, but not less than 10
shares may be purchased at any one time, except upon the purchase
of the remaining balance of shares as to which the option is at
the time exercisable. Each exercise of an option shall reduce,
pro tanto, the total number of shares of Common Stock that may
thereafter be purchased under such option. An option shall be
deemed to be exercised when written notice of such exercise has
been given to the Company in accordance with the terms of the
option by the person entitled to exercise the option and full
payment for the shares of Common Stock with respect to which the
option is exercised has been received by the Company. Until the
issuance (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the
Company) of the stock certificate evidencing such shares of
Common Stock, no right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to the optioned
stock, notwithstanding the exercise of the option.
VIII. NON-TRANSFERABILITY OF OPTIONS
Each option granted under the Plan shall by its terms not be
transferable by the individual to whom it shall have been granted
otherwise than by will or the laws of descent and distribution,
and shall be exercisable, during his lifetime, only by him or by
his guardian or legal representative.
IX. TERMINATION OF EMPLOYMENT
After commencement of employment with the Company or any
subsidiary, if the grantee of an option ceases to be an employee
of the Company or any subsidiary for any reason other than his
death or his having been discharged for cause or having
terminated his employment in violation of an employment agreement
with the Company or the subsidiary, or if the subsidiary by which
the grantee of an option is employed ceases to be a subsidiary of
the Company, his option shall expire (unless by its terms it
expires at an earlier date) three months after the date of such
termination (or one year if termination was for disability within
the meaning of Section 22(e)(3) of the Code) or after the date
the subsidiary ceased to be a subsidiary of the Company, and
during such three month period (or one year period if termination
was for disability) the option shall be exercisable only to the
extent that it was exercisable on the date of termination of
employment or on the date that the subsidiary ceased to be a
subsidiary of the Company; provided, however, that no option may
be exercised after the expiration date specified therein. If the
grantee of an option shall be discharged for cause or shall
terminate his employment in violation of an employment agreement
with the Company or a subsidiary, then his option shall terminate
and expire concurrently with the termination of his employment
and shall not thereafter be exercisable to any extent. Options
granted under the Plan shall not be affected by any change of
employment so long as the grantee of the option continues to be
an employee of the Company or any of its subsidiaries, and
nothing in the Plan or in any option granted under it shall
confer any right to continue in the employ of the Company or any
of its subsidiaries or interfere in any way with the right of the
Company or any subsidiary to terminate any employment at any
time.
X. DEATH OF EMPLOYEE
If a grantee of an option dies while he is an employee of
the Company or a subsidiary or thereafter at any time while he
shall be entitled to exercise any portion thereof, such option
may, to the extent that the grantee of the option was entitled to
exercise such option on the date of his death, be exercised
within two years after his death by the person or persons to whom
his rights under the option shall have passed by his will or by
the applicable laws of descent and distribution; provided,
however, that no option may be exercised after the expiration
date specified therein.
XI. ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC
The aggregate number and class of shares subject to the
Plan, the number and class of shares subject to each option
granted under the Plan, and the price per share (but not the
total price) shall be appropriately and equitably adjusted in the
event of any reclassification or increase or decrease in the
number of the issued shares of Common Stock of the Company by
reason of a split-up or consolidation of shares, the payment of a
stock dividend, a recapitalization, a combination or exchange of
shares, or any like capital adjustment.
If the Company shall be reorganized or shall merge into or
consolidate with any other company, the Company will use its best
efforts to arrange that each option granted under the Plan shall
be adjusted so as to apply to the securities to which a holder of
the number of shares of Common Stock subject to the option would
have been entitled by reason of such reorganization,
consolidation or merger. In the event the attempt of the Company
in this regard shall not be successful, or in the event of the
proposed dissolution or liquidation or sale of substantially all
of the assets of the Company, each option granted under the Plan
shall terminate as of a date to be fixed by the Board of
Directors; provided that no less than 30 days' written notice of
the date so fixed shall be given to each grantee of an option or
to the person or persons to whom his rights shall have passed by
his will or the applicable laws of descent and distribution, if
known to the Company, and each such grantee of such person or
persons shall have the right, during the period of 30 days
preceding such termination, to exercise the option as to all or
any part of the shares covered thereby, including shares as to
which such option would not otherwise be exercisable.
Adjustments under this Section XI shall be made by the Board
of Directors, and any determination of the Board shall be binding
and conclusive.
XII. TERMINATION
Unless previously terminated by the Board of Directors, this
Plan shall terminate on January 9, 1997, but such termination
shall not affect any option theretofore granted. The Board of
Directors of the Company at any time prior to that date may
terminate the Plan, or make such changes in it and additions to
it as the Board of Directors shall deem advisable; provided,
however, that except as provided in Section XI hereof, the Board
of Directors may not, without further approval by the
stockholders of the Company, increase the maximum number of
shares as to which options may be granted under the Plan, as
originally adopted or as from time to time amended, or extend the
period during which options may be granted or exercised, or
change the class of individual or employees eligible to receive
options under the Plan. No termination or amendment of the Plan
may, without the consent of the grantee of an option then
outstanding and in effect, or, if he shall have died, the person
or persons to whom his rights shall have passed by his will or
the applicable laws of descent and distribution, terminate such
option or materially and adversely affect his rights or the
rights of such person or persons under the option. *See amendment effective
February 23, 1994.
XIII. CONDITIONS UPON ISSUANCE OF SHARES
Shares of Common Stock shall not be issued pursuant to the
exercise of an option unless the exercise of such option and the
issuance and delivery of such shares pursuant thereto shall
comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated thereunder, and the requirements of any
stock exchange upon which the shares of Common Stock may then be
listed, and shall be further subject to the approval of counsel
for the Company with respect to such compliance.
As a condition to the exercise of an option, the Company may
require the person exercising such option to represent and
warrant at the time of any such exercise that the shares of
Common Stock are being purchased only for investment and without
any present intention to sell or distribute such shares if, in
the opinion of counsel for the Company, such a representation is
required by any of the aforementioned relevant provisions of law
or is otherwise advisable.
XIV. OPTION AGREEMENT
Options shall be evidenced by written option agreements in
such form as the Board or the Committee shall approve.
*On January 27, 1989, Article VI above was amended to provide that upon
exercise of the option, the Purchase Price shall be paid in full in cash.
This amendment deletes the previous provision, which permitted the delivery
of outstanding shares of Common Stock.
AMENDMENT TO ATICO FINANCIAL CORPORATION
1986 STOCK OPTION PLAN
Effective April 22, 1988, Paragraph III of the Plan is
amended to reflect that the maximum aggregate number of shares
for which options may be granted under the Plan is 250,000 shares
of the Company's Common Stock.
AMENDMENT TO INTERCONTINENTAL BANK 1986 STOCK OPTION
PLAN (FORMERLY KNOWN AS ATICO FINANCIAL CORPORATION
1986 STOCK OPTION PLAN)
1. Effective February 23, 1994, Paragraph III of the Plan is
amended to reflect that the maximum aggregate number of shares
for which options may be granted under the Plan is 350,000 shares
of the Company's Common Stock.
2. Effective February 23, 1994, Paragraph XII of the Plan is
amended to reflect that unless previously terminated by the Board
of Directors, this Plan shall terminate on January 9, 2007, but
such termination shall not affect any option previously granted.
The remainder of said Paragraph XII is changed.
INTERCONTINENTAL BANK
1992 STOCK OPTION PLAN
DATED: APRIL 29, 1992
I. PURPOSE
The purpose of the Intercontinental Bank 1992 Stock Option
Plan (the "Plan") is to provide a means whereby selected key
employees of Intercontinental Bank and its subsidiaries (the
"Company") may offer incentives to worthwhile persons whom it
seeks to employ in the capacity of key employees or to induce key
employees to continue their service with the Company by giving
such persons or key employees an opportunity to acquire Common
Stock of the Company. By granting such incentives, the persons
and key employees will be given a proprietary interest in the
Company, thereby increasing their interest in its success and
encouraging them to remain in its employ.
As used in the Plan, the terms "parent" and "subsidiary"
shall have the meanings ascribed to the terms "parent
corporation" and "subsidiary corporation" in Section 424 of the
Internal Revenue Code, as amended (the "Code").
II. ADMINISTRATION
The Plan shall be administered by the Board of Directors of
the Company, or by such Committee (the "Committee") of three or
more Directors as the Board of Directors may from time to time
appoint, in either case excluding Directors who are eligible to
receive options under the Plan unless such Directors have for the
time being disclaimed eligibility to receive them.
Subject to the express provisions of the Plan, the Board of
Directors or the Committee, as the case may be, shall have
authority, in their sole discretion, to determine the individuals
to whom options shall be granted, the time or times at which such
options shall be granted, and the number of shares to be covered
by each such option. The Board of Directors or the Committee, as
the case may be, shall also determine the option price, and the
installments in which and the periods during which each such
option shall be exercisable; provided, however, that in
exercising such discretion with respect to the participation of
Directors of the Company, if such exercise be by the Board of
Directors, a majority of the Board of Directors and a majority of
the Directors acting in the matter, or, if such exercise be by
the Committee, all of the members of the Committee shall be
persons who are not at the time such discretion is exercised
eligible, and have not at any time within one year prior thereto
been eligible as persons to whom stock might be allocated or to
whom stock options or stock appreciation rights might be granted
pursuant to the Plan or any other plan of the Company or any
other corporation controlling, controlled by, or under common
control with, the Company, entitling the participants therein to
acquire stock, or stock options or stock appreciation rights of
the Company or any such other corporation.
Subject to the express provisions of the Plan, the Board of
Directors or the Committee shall also have the authority to
construe and interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to it, to adopt and revise from
time to time and to construe and interpret the form of the
options to be granted under the Plan (which need not be
identical) and to make all other determinations necessary or
advisable for the administration of the Plan. The Board of
Directors or the Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or any
option, in the manner and to the extent that the Board of
Directors or the Committee shall deem expedient to carry it into
effect. The Board of Directors or the Committee, as the case may
be, shall be the sole and final judge of such expediency.
The determinations of the Board of Directors and those of
the Committee on the matters referred to in this section II shall
be conclusive.
III. SHARES SUBJECT TO THE PLAN
The shares to be sold under the Plan may be shares of the
Company's authorized but unissued Common Stock or issued shares
of such Common Stock reacquired by the Company at any time, as
the Board of Directors from time to time may determine; provided,
however, that unless and until the Board of Directors shall
determine to repurchase shares or to use treasury shares for the
purposes of the Plan, the shares sold under the Plan shall be
authorized and unissued shares reserved for that purpose. *See amendment
effective February 23, 1994.
Subject to adjustment as provided in Section XI hereof, the
maximum aggregate number of shares for which options may be
granted under the Plan is 250,000 shares of the Company's Common
Stock, as constituted at the date of the Plan.
If any option granted under the Plan shall expire or
terminate in any manner or for any reason (including termination
by voluntary surrender) without having been exercised in full,
the number of shares of Common Stock as to which such option
shall not have been exercised shall again be available for the
purposes of the Plan.
VI. ELIGIBILITY FOR AND GRANT OF OPTIONS
An option may be granted to any person (including any
Director or any officer of the Company) who, at the time of such
granting, is a key employee of the Company.
Options granted under the Plan shall be incentive stock
options. Each incentive stock option is intended to qualify as
and shall comply with all the requirements of an "incentive stock
option" in Section 422 of the Code.
An incentive stock option may be granted only to a person
who, at the time the option is granted, does not own stock
possessing more than 10 percent of the total combined voting
power of all classes of stock of the Company or any parent of the
Company. However, this paragraph shall not apply if at the time
the option is granted the option price is at least 110 percent of
the fair market value of the shares of Common Stock subject to
the option and such option by its terms is not exercisable after
the expiration of 5 years from the date such option is granted.
For purposes of this paragraph, a person shall be considered as
owning the stock owned, directly or indirectly, by or for his or
her brothers or sisters (whether by the whole or half blood),
spouse, ancestors and lineal descendants; and stock owned,
directly or indirectly, by or for a corporation, partnership,
estate or trust shall be considered as being owned
proportionately by or for its shareholders, partners or
beneficiaries.
The aggregate option exercise price of the stock for which
any employee may be granted incentive stock options, within the
meaning of Section 422 of the Code, exercisable in any calendar
year under the Plan and all other plans of the Company or any
parent of the Company shall not exceed $100,000.
Options granted hereunder shall be evidenced by written
Option Agreements in such form as the Board or the Committee
shall approve, and shall contain, such provisions as shall be
necessary for the option to which such Agreement relates to
qualify as an Incentive Stock Option.
V. TERM OF OPTIONS
Each option shall, by its terms, not be exercisable after
the expiration date of such option determined by the Board of
Directors or the Committee, as the case may be, at the time of
the granting of the option, and all rights thereunder shall
expire on the expiration date. Such expiration date shall in no
event be more than ten years after the date on which the option
is granted.
VI. OPTION PRICE
In the case of each option granted under the Plan, the
purchase price or prices of the Common Stock of the Company
called for by the option shall be determined by the Board of
Directors or the Committee, as the case may be, and shall be not
less than 100 percent of the fair market value of the Common
Stock of the Company on the date of granting of the option based
on the quoted market price for said stock by the NASDAQ or such
other exchange on which the stock may be listed as of the date of
granting of the option. The purchase price shall be paid in
full, in cash, upon the exercise of the option.
VII. EXERCISE OF OPTIONS
The grantee of an option must remain in the continuous
employ of the Company for a period of one year from the date the
option is granted before becoming entitled to exercise the option
as to any part of the shares covered thereby. Thereafter, unless
the option provides otherwise, the option shall become
exercisable as to the shares covered thereby in one or more
installments (which need not be equal), and upon such conditions,
limitations and restrictions, as shall be determined by the Board
of Directors or the Committee at the time of the granting of the
option, and specified in the option. Provided however, that,
except as set forth in Sections IX and X hereof, no option may be
exercised unless the grantee of the option has been in the employ
of the Company continuously from the date of granting of the
option to the date of exercise.
For the purpose of this Paragraph VII, continuous employ
shall mean the absence of any interruption or termination of
service as an employee, but an employee shall not lose its status
of continuous employment if employment is interrupted as a result
of sick leave, military leave or any other leave of absence
approved by the Board or the Committee and so long as the
Employee returns to employment within the time period established
by the Board of Directors or the Committee for such employment to
constitute continuous employment.
Each incentive stock option under the Plan by its terms
shall not be exercisable while there is outstanding (within the
meaning hereinafter set forth) any incentive stock option
theretofore granted to the same person to purchase stock in his
employer corporation, or in a corporation which (at the time of
the granting of such option) is a parent or subsidiary of his
employer corporation, or in a predecessor corporation of any such
corporations. For this purpose, an incentive stock option shall
be treated as outstanding until such option is exercised in full
or expires by reason of lapse of time.
Shares as to which an option has become exercisable shall be
subject to purchase at any time or from time to time thereafter
during the remaining term of the option, but not less than 10
shares may be purchased at any one time, except upon the purchase
of the remaining balance of shares as to which the option is at
the time exercisable.
VIII. NON-TRANSFERABILITY OF OPTIONS
Each option granted under the Plan by its terms shall not be
transferable by the individual to whom it shall have been granted
otherwise than by will or the laws of descent and distribution,
and shall be exercisable, during his lifetime, only by him or by
his guardian or legal representative.
IX. TERMINATION OF EMPLOYMENT
If the grantee of an option ceases to be an employee of the
Company for any reason other than his death or his having been
discharged for cause or having terminated his employment in
violation of an employment agreement with the Company or if the
grantee of an option is employed by a subsidiary and such
subsidiary ceases to be a subsidiary of the Company, his option
shall expire (unless by its terms it expires at an earlier date)
three months after the date of such termination (or one year if
termination was for disability within the meaning of Section
22(e)(3) of the Code) or after the date the subsidiary ceased to
be a subsidiary of the Company, and during such three month
period (or one year period if termination was for disability) the
option shall be exercisable only to the extent that it was
exercisable on the date of termination of employment or on the
date that the subsidiary ceased to be a subsidiary of the
Company; provided, however, that no option may be exercised after
the expiration date specified herein. If a grantee of an option
shall be discharged for cause or shall terminate his employment
in violation of an employment agreement with the Company, then
his option shall terminate and expire concurrently with the
termination of his employment and shall not thereafter be
exercisable to any extent. Options granted under the Plan shall
not be affected by any change of employment so long as the
grantee of the option continues to be an employee of the Company
or any of its subsidiaries, and nothing in the Plan or in any
option granted under it shall confer any right to continue in the
employ of the Company or any of its subsidiaries or interfere in
any way with the right of the Company to terminate any employment
at any time.
X. DEATH OF EMPLOYEE
If a grantee of an option dies while he is an employee of
the Company or thereafter at any time while he shall be entitled
to exercise any portion thereof, such option may, to the extent
that the grantee of the option was entitled to exercise such
option on the date of his death, be exercised within two years
after his death by the person or persons to whom his rights under
the option shall have passed by his will or by the applicable
laws of descent and distribution; provided, however, that no
option may be exercised after the expiration date specified
therein.
XI. ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC.
The aggregate number and class of shares subject to the
Plan, the number and class of shares subject to each option
granted under the Plan, and the price per share (but not the
total price) shall be appropriately and equitably adjusted in the
event of any reclassification or increase or decrease in the
number of the issued shares of Common Stock of the Company by
reason of a split-up or consolidation of shares, the payment of
stock dividend, a recapitalization, a combination or exchange of
shares, or any like capital adjustment; provided, however, that
with respect to any option granted under this Plan any such
adjustment shall be made only to the extent it would not
constitute a "modification" within the meaning of Section 424(h)
of the Code.
If the Company shall be reorganized or shall merge into or
consolidate with any other company, the Company will use its best
efforts to arrange that each option granted under the Plan shall
be adjusted so as to apply to the securities to which a holder of
the number of shares of Common Stock subject to the option would
have been entitled by reason of such reorganization,
consolidation or merger. In the event the attempt of the Company
in this regard shall not be successful, or in the event of the
proposed dissolution or liquidation or sale of substantially all
of the assets of the Company, each option granted under the Plan
shall terminate as of a date to be fixed by the Board of
Directors; provided that no less than 30 days' written notice of
the date so fixed shall be given to each grantee of an option or
to the person or persons to whom his rights shall have passed by
his will or the applicable laws of descent and distribution, if
known to the Company, and each such grantee or such person or
persons shall have the right, during the period of 30 days
preceding such termination, to exercise the option as to all or
any part of the shares covered thereby, including shares as to
which such option would not otherwise be exercisable, except that
no incentive stock option shall be become exercisable in
contravention of any requirement of Section 422 of the Code that
is necessary in order to qualify as an "incentive stock option".
Adjustments under this Section XI shall be made by the Board
of Directors, and any determination of the Board shall be binding
and conclusive.
XII. TERMINATION
Unless previously terminated by the Board of Directors, this
Plan shall terminate on April 28, 2002, but such termination
shall not affect any option theretofore granted. The Board of
Directors of the Company at any time prior to that date may
terminate the Plan, or make such changes in it and additions to
it as the Board of Directors shall deem advisable; provided,
however, that except as provided in Section XI hereof, the Board
of Directors may not, without further approval by the
shareholders of the Company increase the maximum number of shares
as to which options may be granted under the Plan, as originally
adopted or as from time to time amended, or reduce the minimum
option price or extend the period during which options may be
granted or exercised, or change the class of employees eligible
to receive options under the Plan. No termination or amendment
of the Plan may, without the consent of the grantee of an option
then outstanding and in effect, or, if he shall have died, the
person or persons to whom his rights shall have passed by his
will or the applicable laws of descent and distribution,
terminate such option or materially and adversely affect his
rights or the rights of such person or persons under the option.
XIII. SHAREHOLDER APPROVAL
This Plan has been adopted by action of the Board of
Directors of the Company at a meeting duly held on February 26,
1992 but shall not be effective until the Plan is approved by the
Shareholders of the Company at its Annual Meeting of April 29,
1992. If not approved by the Shareholders at such meeting, the
Plan shall not be effective.
<PAGE>
AMENDMENT TO INTERCONTINENTAL BANK 1992 STOCK OPTION PLAN
Effective February 23, 1994, Section III of the Plan is
amended to reflect that the aggregate number of shares for which
options may be granted under the Plan is 400,000 shares of the
Company's Common Stock as constituted at the date of the Plan.
