Registration No. 333- ________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
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)
-----------------------------
NationsBank Corporation 1996 Associates
Stock Option Award Plan
(Full Title of the Plan)
------------------------------
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)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Offering Registration
to be Registered Registered Per Unit (1) Price(1) Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 16,500,000 shares $ 79.1875 $1,306,593,750 $ 450,550
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Determined on the basis of the average of the high and low prices of the
Common Stock reported on the New York Stock Exchange Composite
Transactions List on June 21, 1996 in accordance with Rule 457(c) under
the Securities Act of 1933, as amended (the "Securities Act"), solely for
the purpose of calculating the registration fee pursuant to Rule 457(h)
under the Securities Act.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting a Prospectus (a "Prospectus") with respect to
this Form S-8 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. The Registrant will provide without charge to
participants in the NationsBank Corporation 1996 Associates Stock Option Award
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, 1995;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996;
(c) The Registrant's Current Reports on Form 8-K filed January 12,
1996, February 1, 1996, March 8, 1996, April 17, 1996 and May 16, 1996; and
(d) 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 deregisters all securities then remaining
unsold shall be deemed to be
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<PAGE>
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 participant in the
NationsBank Corporation 1996 Associates Stock Option Award Plan, 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 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 or 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
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<PAGE>
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 expenses 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 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 as Exhibit
99.2 of this Registration Statement.
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<PAGE>
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 Paul J. Polking, Esq., General Counsel of the Registrant, as
to the legality of the securities being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Paul J. Polking, Esq., General Counsel of the Registrant
(included in Exhibit 5.1).
24.1 Power of Attorney and Certified Resolutions.
99.1 NationsBank Corporation 1996 Associates Stock Option Award Plan.
99.2 Provisions of the North Carolina Business Corporation Act, as amended,
relating to indemnification of directors and officers, incorporated by
reference to Exhibit 99.1 of the Registrant's Registration Statement on
Form S-3, Registration No. 33-63097.
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
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<PAGE>
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, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission 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
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<PAGE>
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.
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<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 June 26, 1996.
NATIONSBANK CORPORATION
By: */s/ 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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
*/s/ Hugh L. McColl, Jr. Chairman of the Board, Chief June 26, 1996
- ------------------------ Executive Officer and Director
Hugh L. McColl, Jr. (Principal Executive Officer)
*/s/ James H. Hance, Jr. Vice Chairman and June 26, 1996
- ------------------------------- Chief Financial Officer
James H. Hance, Jr. (Principal Financial Officer)
*/s/ Marc D. Oken Executive Vice President and June 26, 1996
- ------------------------------- Chief Accounting Officer
Marc D. Oken (Principal Accounting Officer)
*/s/ Ronald W. Allen Director June 26, 1996
- ----------------------
Ronald W. Allen
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<PAGE>
*/s/ William M. Barnhardt Director June 26, 1996
- -------------------------------
William M. Barnhardt
*/s/ Thomas E. Capps Director June 26, 1996
- -------------------------------
Thomas E. Capps
*/s/ Charles W. Coker Director June 26, 1996
- -------------------------------
Charles W. Coker
*/s/ Thomas G. Cousins Director June 26, 1996
- -------------------------------
Thomas G. Cousins
*/s/ Alan T. Dickson Director June 26, 1996
- -------------------------------
Alan T. Dickson
*/s/ W. Frank Dowd, Jr. Director June 26, 1996
- -------------------------------
W. Frank Dowd, Jr.
*/s/ Paul Fulton Director June 26, 1996
- ------------------------------
Paul Fulton
*/s/ Timothy L. Guzzle Director June 26, 1996
- -------------------------------
Timothy L. Guzzle
*/s/ W.W. Johnson Director June 26, 1996
- -------------------------------
W. W. Johnson
*/s/ John J. Murphy Director June 26, 1996
- -------------------------------
John J. Murphy
*/s/ John C. Slane Director June 26, 1996
- -------------------------------
John C. Slane
II-8
<PAGE>
*/s/ John W. Snow Director June 26, 1996
- -------------------------------
John W. Snow
*/s/ Meredith R. Spangler Director June 26, 1996
- -------------------------------
Meredith R. Spangler
*/s/ Robert H. Spilman Director June 26, 1996
- -------------------------------
Robert H. Spilman
*/s/ Ronald Townsend Director June 26, 1996
- -------------------------------
Ronald Townsend
*/s/ E. Craig Wall, Jr. Director June 26, 1996
- -------------------------------
E. Craig Wall, Jr.
*/s/ Jackie M. Ward Director June 26, 1996
- -------------------------------
Jackie M. Ward
*/s/ Virgil R. Williams Director June 26, 1996
- -------------------------------
Virgil R. Williams
</TABLE>
*By: /s/ Charles M. Berger
Charles M. Berger
Attorney-in-Fact
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<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
5.1 Opinion of Paul J. Polking, Esq., General Counsel of the Registrant, as
to the legality of the securities being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Paul J. Polking, Esq., General Counsel of the Registrant
(included in Exhibit 5.1).
24.1 Power of Attorney and Certified Resolutions.
99.1 NationsBank Corporation 1996 Associates Stock Option Award Plan.
99.2 Provisions of the North Carolina Business Corporation Act, as amended,
relating to indemnification of directors and officers, incorporated by
reference to Exhibit 99.1 of the Registrant's Registration Statement on
Form S-3, Registration No. 33-63097.
<PAGE>
NationsBank Corporation
Legal Department
NationsBank Corporate Center
NC1-007-20-01
Charlotte, NC 28255
NATIONSBANK EXHIBIT 5.1
June 26, 1996
Board of Directors
NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina 28255
Ladies and Gentlemen:
In connection with the proposed registration under the Securities Act of 1933,
as amended, of 16,500,000 shares (the "Shares") of the common stock of
NationsBank Corporation to be issued pursuant to the terms of the NationsBank
Corporation 1996 Associates Stock Option Award Plan (the "Plan"), I have
examined such corporate records and other documents, and have reviewed such
matters of law as I have deemed necessary or appropriate for this opinion. Based
on such examination and review, it is my opinion that the Shares have been duly
and validly authorized and, when issued and paid for in accordance with and upon
the terms and conditions of the Plan, will be validly issued, fully paid and
nonassessable.
I consent to being named in the Registration Statement on Form S-8 (the
"Registration Statement") as the attorney who passed upon the legality of the
Shares, and to the filing of a copy of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Paul J. Polking
Paul J. Polking
General Counsel
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 12, 1996, which appears on
page 46 of the 1995 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, 1995.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Charlotte, North Carolina
June 26, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of NationsBank
Corporation, and the several undersigned Officers and Directors thereof whose
signatures appear below, hereby makes, constitutes and appoints James W. Kiser
and Charles M. Berger, and each of them acting individually, its, his and her
true and lawful attorneys with power to act without any other and with full
power of substitution, to execute, deliver and file in its, his and her name and
on its, his and her behalf, and in each of the undersigned Officer's and
Director's capacity or capacities as shown below, (a) one or more Registration
Statements of NationsBank Corporation on Form S-8 relating to the issuance of up
to 20,000,000 shares of the Common Stock of NationsBank Corporation pursuant to
the NationsBank Corporation 1996 Associates Stock Option Award Plan and any and
all documents in support thereof or supplemental thereto and any and all
amendments, including any and all post-effective amendments, to the foregoing
(hereinafter called the "Registration Statements"), and (b) such registration
statements, petitions, applications, consents to service of process or other
instruments, any and all documents in support thereof or supplemental thereto,
and any and all amendments or supplements to the foregoing, as may be necessary
or advisable to qualify or register the securities covered by said Registration
Statements under such securities laws, regulations or requirements as may be
applicable; and each of NationsBank Corporation and said Officers and Directors
hereby grants to said attorneys, and to each of them, full power and authority
to do and perform each and every act and thing whatsoever as said attorneys or
attorney may deem necessary or advisable to carry out fully the intent of this
power of attorney to the same extent and with the same effect as NationsBank
Corporation might or could do, and as each of said Officers and Directors might
or could do personally in his or her capacity or capacities as aforesaid, and
each of NationsBank Corporation and said Officers and Directors hereby ratifies
and confirms all acts and things which said attorneys or attorney might do or
cause to be done by virtue of this power of attorney and its, his or her
signature as the same may be signed by said attorneys or attorney, or any of
them, to any or all of the following (and/or any and all amendments and
supplements to any or all thereof): such Registration Statements under the
Securities Act of 1933, as amended, and all such registration statements,
petitions, applications, consents to service of process and other instruments,
and any and all documents in support thereof or supplemental thereto, under such
securities laws, regulations and requirements as may be applicable.
IN WITNESS WHEREOF, NationsBank Corporation has caused this power of
attorney to be signed on its behalf, and each of the undersigned Officers and
Directors in the capacity or capacities noted has hereunto set his or her hand
as of the date indicated below.
NATIONSBANK CORPORATION
By: /s/ Hugh L. McColl, Jr.
------------------------------------
Hugh L. McColl, Jr.
Chairman of the Board and
Chief Executive Officer
Dated: June 26, 1996
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Hugh L. McColl, Jr. Chairman of the Board, Chief June 26, 1996
- ------------------------- Executive Officer and Director
Hugh L. McColl, Jr. (Principal Executive Officer)
/s/ James H. Hance, Jr. Vice Chairman and June 26, 1996
- --------------------------- Chief Financial Officer
James H. Hance, Jr. (Principal Financial Officer)
/s/ Marc D. Oken Executive Vice President and June 26, 1996
- --------------------------- Chief Accounting Officer
Marc D. Oken (Principal Accounting Officer)
/s/ Ronald W. Allen Director June 26, 1996
- ---------------------------
Ronald W. Allen
/s/ William M. Barnhardt Director June 26, 1996
- ---------------------------
William M. Barnhardt
/s/ Thomas E. Capps Director June 26, 1996
- -----------------------------
Thomas E. Capps
/s/ Charles W. Coker Director June 26, 1996
- ----------------------------
Charles W. Coker
/s/ Thomas G. Cousins Director June 26, 1996
- ---------------------------
Thomas G. Cousins
/s/ Alan T. Dickson Director June 26, 1996
- ----------------------------
Alan T. Dickson
/s/ W. Frank Dowd, Jr. Director June 26, 1996
- ---------------------------
W. Frank Dowd, Jr.
2
<PAGE>
/s/ Paul Fulton Director June 26, 1996
- ----------------------------
Paul Fulton
/s/ Timothy L. Guzzle Director June 26, 1996
- ---------------------------
Timothy L. Guzzle
/s/ W.W. Johnson Director June 26, 1996
- ----------------------------
W. W. Johnson
/s/ John J. Murphy Director June 26, 1996
- ----------------------------
John J. Murphy
/s/ John C. Slane Director June 26, 1996
- ---------------------------
John C. Slane
/s/ John W. Snow Director June 26, 1996
- ---------------------------
John W. Snow
/s/ Meredith R. Spangler Director June 26, 1996
- ---------------------------
Meredith R. Spangler
/s/ Robert H. Spilman Director June 26, 1996
- ---------------------------
Robert H. Spilman
/s/ Ronald Townsend Director June 26, 1996
- -----------------------------
Ronald Townsend
/s/ E. Craig Wall, Jr. Director June 26, 1996
- ------------------------------
E. Craig Wall, Jr.
/s/ Jackie M. Ward Director June 26, 1996
- -----------------------------
Jackie M. Ward
/s/ Virgil R. Williams Director June 26, 1996
- -----------------------------
Virgil R. Williams
</TABLE>
3
<PAGE>
PREAMBLES AND RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF NATIONSBANK
CORPORATION AT ITS MEETING ON WEDNESDAY, JUNE 26, 1996 WITH RESPECT TO THE
ESTABLISHMENT OF A BROAD-BASED STOCK OPTION PLAN
WHEREAS, the Compensation Committee of this Board of Directors, subject
to the approval of this Board of Directors, has authorized the Chief Executive
Officer of this Corporation to develop and establish along certain guidelines a
broad-based stock option plan to become effective during 1996;
NOW, THEREFORE, BE IT RESOLVED, that the Chief Executive Officer of
this Corporation be, and he hereby is, authorized, empowered and directed to
cause the Corporation to adopt and establish effective as of July 1, 1996 a
broad-based stock option plan for this Corporation and its subsidiaries
containing the design terms and features described on Exhibit A attached hereto
(the "1996 ASOP"); and
FURTHER RESOLVED, that 20,000,000 shares of common stock (the "Shares")
of the Corporation ("Common Stock") be, and they hereby are, set aside, reserved
and authorized for issuance pursuant to the terms of the 1996 ASOP; and
FURTHER RESOLVED, that the appropriate officers and directors of the
Corporation be, and each of them hereby is, authorized, in the name and on
behalf of the Corporation, to prepare, execute and file, or cause to be prepared
and filed, with the Securities and Exchange Commission (the "Commission") a
registration statement on Form S-8, and any subsequent registration statements
on Form S-8 relating to the 1996 ASOP, under the Securities Act of 1933, as
amended (collectively, the "Registration Statements"), for the registration of
up to the aggregate number of Shares for issuance pursuant to the terms of the
1996 ASOP with full power and authority to make such changes or additions
thereto as any of them may approve, such approval to be conclusively evidenced
by the filing thereof, and to prepare, execute and cause to be filed any
amendments to such Registration Statements (including, without limitation,
post-effective amendments), together with all documents required as exhibits to
such Registration Statements or any amendments or supplements thereto, and all
certificates, letters, instruments, applications and any other documents which
may be required to be filed with the Commission with respect to the registration
of the Shares and to take any and all action with respect to any of the
foregoing as they, in their discretion, shall deem necessary or advisable, with
the taking of such action conclusively establishing the validity thereof; and
FURTHER RESOLVED, that James W. Kiser and Charles M. Berger be, and
each of them with full power to act without the other hereby is, authorized and
empowered to sign the aforesaid Registration Statements and any amendment or
amendments thereto (including any post-effective amendments) on behalf of and as
<PAGE>
attorneys for the Corporation and on behalf of and as attorneys for any of the
following: the Chief Executive Officer, the Principal Financial Officer, the
Principal Accounting Officer and any other officer of the Corporation; and
FURTHER RESOLVED, that Paul J. Polking, Esq. be, and he hereby is,
designated and appointed as the agent for service in all matters relating to the
Registration Statements; and
FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and each of them hereby is, authorized and directed to take, or cause to be
taken, any and all action necessary to effect the listing of the Shares on the
New York Stock Exchange (the "NYSE"), the Pacific Stock Exchange (the "PSE") and
the London Stock Exchange ("LSE"), including, without limitation, the
preparation, execution and filing of all necessary applications, documents,
forms and agreements with the NYSE, PSE and LSE, the payment by the Corporation
of all required filing or application fees to the NYSE, PSE and LSE and the
appearance of any such officer (if requested) before officials of the NYSE, PSE
and LSE; and
FURTHER RESOLVED, that it is desirable and in the best interest of the
Corporation that the Shares be qualified or registered for sale in various
states and certain foreign jurisdictions (if applicable); that the appropriate
officers of the Corporation be, and each of them hereby is, authorized to
determine the states and foreign jurisdictions (if any) in which appropriate
action shall be taken to qualify or register for sale all or such part of such
Shares as said officers may deem advisable; that said officers be, and each of
them hereby is, authorized to perform on behalf of the Corporation any and all
such acts as they may deem necessary or advisable in order to comply with the
applicable laws of any such states or foreign jurisdictions, and in connection
therewith to execute and file all requisite papers and documents, including, but
not limited to, applications, reports, surety bonds, irrevocable consents to and
appointments of attorneys for the purpose of receiving and accepting service of
process and the execution by such officers of any such paper or document or the
doing by them of any act in connection with the foregoing matters shall
conclusively establish their authority therefor from the Corporation and the
approval and ratification by the Corporation of the papers and documents so
executed and the action so taken; and
FURTHER RESOLVED, that, upon the issuance thereof under the 1996 ASOP,
the Shares shall be deemed to be fully paid and non-assessable and the holders
of the Shares shall be subject to no further call or liability with respect
thereto; and
FURTHER RESOLVED, that Chase Mellon Shareholder Services, L.L.C. be,
and it hereby is, appointed Transfer Agent and Registrar for the Shares, and
that Chase Mellon Shareholder Services, L.L.C. be, and it hereby is, vested with
all the power and authority as Transfer Agent and Registrar with respect to the
Shares as it has
<PAGE>
heretofore been vested with for the shares of Common Stock currently issued and
outstanding; and
FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and each of them hereby is, authorized to take all action, to execute, deliver
and file all instruments and documents, to enter into all agreements and to do
or cause to be done all such acts and things (including the payment of all
necessary fees and expenses), in the name and on behalf of the Corporation and
under its seal or otherwise, as they or any of them may deem necessary or
desirable to carry out the intent and purposes of the foregoing resolutions; and
FURTHER RESOLVED, that any action authorized by any of the foregoing
resolutions which has been taken prior to the date hereof be, and the same
hereby is, ratified and confirmed in all respects.
<PAGE>
Exhibit A
NationsBank Corporation
Proposed Principal Terms and Conditions
for New Broad-Based Stock Option Plan
1. Maximum number of shares to be reserved for issuance pursuant to option
awards: 20,000,000
2. Grant Date: July 1, 1996 (certain new hires to receive grants on July 1,
1997, July 1, 1998 and July 1, 1999; see #8 below)
3. Term of Option: All options expire at the close of business on June 30,
2001
4. July 1, 1996 Grant: All "benefits eligible" employees of NationsBank
Corporation and its subsidiaries who are actively employed on July 1,
1996 and who hold the position of Vice President or below (and who have
not previously been granted an option under the Key Employee Stock Plan),
will receive an option grant as follows:
# of Shares
Position Covered By Option
Vice President 500
Assistant Vice President 400
Officer 250
Full-time non-officer 250
Part-time non-officer 100
Corporate Personnel Group Executive to determine which benefits eligible
employees who are outside of the U.S. will receive awards.
5. Option Price: Fair market value of NationsBank Common Stock on grant
date.
6. Vesting/Exercisability: 50% of option vests when stock closes at or above
$100 per share for 10 consecutive trading days; remaining 50% of option
vests when stock closes at or above $120 per share for 10 consecutive
trading days; if not previously vested, option 100% vests on July 1,
2000. In no event can options be exercised before January 1, 1997.
7. Exercisability Upon Termination of Employment: The Plan will provide the
extent to which options may vest and remain exercisable after termination
of employment. The Plan may make distinctions based on the reason for
termination (e.g., death, disability or retirement).
8. Employees Hired After July 1, 1996: Employees hired between (i) July 2,
1996 and July 1, 1997, (ii) between July 2, 1997 and July 1, 1998 and
(iii) between July 2, 1998 and July 1, 1999 will be granted options for
pro-rated shares as follows:
<TABLE>
<CAPTION>
July 1, 1997 Grant July 1, 1998 Grant July 1, 1999 Grant
------------------ ------------------ ------------------
<S> <C> <C> <C> <C> <C>
VP 400 VP 300 VP 200
AVP 320 AVP 240 AVP 160
Officer 200 Officer 150 Officer 100
Full-Time 200 Full-time 150 Full-time 100
Part-Time 80 Part-time 60 Part-time 40
In no case will July 1, 1997, July 1, 1998 or July 1, 1999 option prices
be less than July 1, 1996 option price. If stock price "trigger" of $100
is reached, subsequent new hires will receive options that will vest 100%
upon attainment of the $120 "trigger." If $120 trigger is reached,
subsequent new hires will receive no awards.
</TABLE>
<PAGE>
CERTIFICATE OF SECRETARY
I, ALLISON L. GILLIAM, Assistant Secretary of NationsBank
Corporation, a corporation duly organized and existing under the laws of the
State of North Carolina, do hereby certify that the foregoing is a true and
correct copy of resolutions duly adopted by a majority of the entire Board of
Directors of said corporation at a meeting of said Board of Directors held June
26, 1996, at which meeting a quorum was present and acted throughout and that
said resolutions are in full force and effect and have not been amended or
rescinded as of the date hereof.
IN WITNESS WHEREOF, I have hereupon set my hand and affixed
the seal of said corporation this 26th day of June, 1996.
(CORPORATE SEAL)
/s/ Allison L. Gilliam
Assistant Secretary
<PAGE>
EXHIBIT 99.1
NATIONSBANK CORPORATION
1996 Associates Stock Option Award Plan
<PAGE>
NATIONSBANK CORPORATION
1996 Associates Stock Option Award Plan
1. Name and Purpose:
This plan shall be known as the "NationsBank Corporation 1996 Associates
Stock Option Award Plan" (the "Plan"). The Plan is intended to advance the
interests of NationsBank Corporation (the "Corporation") and its Subsidiary
Corporations by giving substantially all of their employees a stake in the
Corporation's future growth, thereby improving such employees' long-term
incentives and aligning their interests with those of the Corporation's
shareholders. For purposes of the Plan, "Subsidiary Corporation" means any
corporation at least eighty percent (80%) of whose outstanding voting and
nonvoting capital stock is owned, directly or indirectly, by the Corporation.
The Corporation and its Subsidiary Corporations are hereinafter referred to
individually as a "Participating Employer" and collectively as the
"Participating Employers."
2. Shares Available for Options:
The aggregate number of shares of the Corporation's Common Stock
("Common Stock") which may be issued and sold pursuant to options granted under
the Plan (the "Options") shall not exceed twenty million (20,000,000), subject
to adjustment or substitution as provided in Paragraph 14. Any shares of Common
Stock covered by an Option that lapses, expires, terminates or is canceled shall
remain available for issuance pursuant to Options granted under the Plan.
3. Administration:
The Corporate Benefits Committee of the Corporation (the "Committee")
shall be responsible for administering the Plan, including the exercise of
Options. The Committee shall have all powers necessary to enable it to properly
carry out its duties under the Plan. Not in limitation of the foregoing, the
Committee shall have the power to construe and interpret the Plan and to
determine all questions that shall arise thereunder. The Committee shall have
such other and further specified duties, powers, authority and discretion as are
elsewhere in the Plan either expressly or by necessary implication conferred
upon it. The Committee may appoint such agents, who need not be members of the
Committee, as it may deem necessary for the effective performance of its duties,
and may delegate to such agents such powers and duties, whether ministerial or
discretionary, as the Committee may deem expedient or appropriate. The decision
of the Committee upon all matters within the scope of its authority shall be
final and conclusive on all persons, except to the extent otherwise provided by
law.
4. Eligibility:
(a) An Option may be granted on a "Grant Date" (as defined in
Paragraph 5) only to an employee (hereinafter sometimes referred to as
an "associate") who is an Eligible Associate with respect to the Grant
Date. For the July 1, 1996 Grant Date, the term "Eligible Associate"
means an employee of a Participating Employer who is "benefits eligible"
(as defined below) and who is actively employed on July 1, 1996 in any
one of the following positions:
(i) Vice President;
(ii) Assistant Vice President;
(iii) Officer below the level of Assistant Vice President;
<PAGE>
(iv) Full-time associate who is not an officer; and
(v) Part-time associate who is not an officer.
For the July 1, 1997, July 1, 1998 and July 1, 1999 Grant Dates, the
term "Eligible Associate" means an employee of a Participating Employer
who is benefits eligible and who is actively employed on the applicable
Grant Date in any one of the positions set forth above and, in addition,
who either (1) has not previously been granted an Option under the Plan
or (2) has previously been granted an Option under the Plan but the
Option was forfeited or terminated without having been exercised to any
extent.
(b) The term "Eligible Associate" shall not include any associate
who has previously been granted an equity award under the NationsBank
Corporation Key Employee Stock Plan or who on the applicable Grant Date
is employed by a Participating Employer on a temporary, seasonal or
other short-term basis. An associate who on a Grant Date is on an
authorized leave of absence from a Participating Employer, including
without limitation a leave of absence due to a short-term disability,
shall be considered an Eligible Associate for purposes hereof if the
associate otherwise qualifies as an Eligible Associate; provided,
however, that a former associate who on a Grant Date is entitled to
receive benefits under a long-term disability plan maintained by the
Participating Employers shall not be considered an Eligible Associate
for purposes hereof.
(c) For purposes of the Plan, the term "benefits eligible" means,
with respect to an associate on a Grant Date, eligible to participate in
the welfare benefit plans of such associate's Participating Employer on
the applicable Grant Date without regard to any waiting period under
such plans and without regard to whether such associate has elected to
participate in such plans.
(d) With respect to an associate who is in the process of
changing job status or position with the Participating Employers on a
Grant Date, the Committee shall have final authority to determine
whether such associate is an Eligible Associate with respect to such
Grant Date for purposes of the Plan. With respect to business units of
the Participating Employers which do not use officer titles in
connection with designating positions or which use different officer
titles than those described in subparagraph (a), the Committee shall
have final authority to determine which associates of such business
units constitute Eligible Associates for purposes of the Plan based on
the job grade, job responsibilities and salary rates assigned to such
positions.
(e) Notwithstanding any provision of the Plan to the contrary,
the Committee may in its sole discretion exclude in advance of a Grant
Date the employees of any business unit or any other group of employees
of a Participating Employer from being eligible to receive any awards
under the Plan with respect to such Grant Date.
5. Granting of Options:
Subject to the provisions of this Paragraph 5, each Eligible Associate
with respect to a Grant Date shall be granted on the Grant Date an Option to
purchase that number of shares of Common Stock shown opposite such Eligible
Associate's position with the Participating Employers on the Grant Date in the
following table:
2
<PAGE>
<TABLE>
<CAPTION>
Number Of Shares Covered By Option
Position On For A Grant Date
The Grant Date 07/01/96 07/01/97 07/01/98 07/01/99
<S> <C> <C> <C> <C>
Vice President ..................... 500 400 300 200
Assistant Vice President ........... 400 320 240 160
Officer below the level of
Assistant Vice President ...... 250 200 150 100
Full-time associate
who is not an officer ......... 250 200 150 100
Part-time associate
who is not an officer ......... 100 80 60 40
</TABLE>
Notwithstanding any provision of the Plan to the contrary, no Eligible Associate
shall be granted more than one Option on a given Grant Date, regardless of
whether on a Grant Date such Eligible Associate is employed by more than one
Participating Employer. With respect to an associate who the Committee has
determined to be an Eligible Associate pursuant to Paragraph 4(d), the Committee
shall have final authority to determine the number of shares to be covered by
such Eligible Associate's Option in accordance with the foregoing table. Any
change in an Eligible Associate's job status or position with the Participating
Employers after a Grant Date shall not affect the grant of an Option to such
Eligible Associate or any rights thereunder except as otherwise expressly
provided in the Plan. In addition, notwithstanding any provision of the Plan to
the contrary, if during the period from July 2, 1996 through the close of
business on June 30, 1999 the Closing Price of the Common Stock equals or
exceeds $120 (subject to adjustment pursuant to Paragraph 14) for at least ten
(10) consecutive trading days, then no Options shall be granted on any Grant
Dates that occur after the tenth (10th) such consecutive trading day.
6. Option Exercise Price:
The option exercise price for each share of Common Stock covered by an
Option shall be the "Closing Price" (as defined below) thereof on the applicable
Grant Date; provided, however, that the option exercise price for the July 1,
1997, July 1, 1998 and July 1, 1999 Grant Dates shall be the greater of the
Closing Price of the Common Stock on such Grant Date or the Closing Price of the
Common Stock on the July 1, 1996 Grant Date. "Closing Price" of the Common Stock
as of a given date shall mean the closing per share price of the Common Stock on
that date as reported in The Wall Street Journal (Eastern Edition) report of New
York Stock Exchange composite transactions (or, if no sale of such Common Stock
shall have been made on the New York Stock Exchange on that date, then on the
last previous trading day on which a sale was reported).
7. Term of Options:
All unexercised Options shall lapse and all rights of the optionees
thereunder shall terminate at the close of business on June 29, 2001 (unless
earlier terminated pursuant to the provisions of Paragraph 8 and subject to the
provisions of Paragraph 16).
8. Vesting and Exercisability of Options:
(a) If an optionee is employed by a Participating Employer on
July 1, 2000, such optionee's Option shall become fully (100%) vested on
such date. Options shall become vested prior to July 1, 2000 only as
provided in subparagraphs (b) and (d) of this Paragraph 8, Paragraph 14
or Paragraph 19. All vested Options shall be exercisable in the manner
set forth in Paragraph 9 below. If an Option is exercised, it must be
exercised to the
3
<PAGE>
fullest extent then exercisable (i.e., with respect to all of the shares
of Common Stock covered by the Option to the extent vested).
(b) If after an Option is granted the Closing Price of the Common
Stock equals or exceeds $100 (subject to adjustment pursuant to
Paragraph 14) for at least ten (10) consecutive trading days prior to
July 1, 2000, then the Option shall become fifty percent (50%) vested on
the tenth (10th) such consecutive trading day. If the Closing Price of
the Common Stock equals or exceeds $120 (subject to adjustment pursuant
to Paragraph 14) for at least ten (10) consecutive trading days prior to
July 1, 2000, then the Option shall become fully (100%) vested on the
tenth (10th) such consecutive trading day. Notwithstanding the
foregoing, if the Closing Price of the Common Stock equals or exceeds
$100 (subject to adjustment pursuant to Paragraph 14) for at least ten
(10) consecutive trading days at any time prior to a Grant Date, any
Options granted on that Grant Date shall not be vested to any extent
when granted, but instead shall vest as follows: if the Closing Price of
the Common Stock equals or exceeds $120 (subject to adjustment pursuant
to Paragraph 14) for at least ten (10) consecutive trading days prior to
July 1, 2000, then the Option shall become fully (100%) vested on the
tenth (10th) such consecutive trading day.
(c) If prior to becoming fully vested an optionee's employment
with the Participating Employers shall terminate for any reason other
than by reason of such optionee's retirement, disability or death, then
any Option held by such optionee at the time of such termination of
employment, and all rights of the optionee thereunder, shall terminate
to the extent not vested effective as of the date of such optionee's
termination of employment. To the extent the Option is vested, the
optionee may exercise the Option in the manner described in Paragraph 9
below at any time prior to the earlier of (i) the close of business on
the ninetieth (90th) day after the date of such termination of
employment or (ii) July 1, 2001.
(d) If prior to becoming fully vested an optionee's employment
with the Participating Employers shall terminate by reason of such
optionee's retirement, disability or death, then any Option held by such
optionee on the date of such termination of employment shall become
fully (100%) vested, and the optionee may exercise the Option in full
(to the extent not previously exercised) in the manner described in
Paragraph 9 below at any time prior to the earlier of (i) the close of
business on the ninetieth (90th) day after the date of such termination
of employment or (ii) July 1, 2001.
(e) Notwithstanding any provision of the Plan to the contrary, an
Option may not be exercised prior to January 1, 1997. In the case of a
termination of employment prior to January 1, 1997, the ninety (90) day
period set forth in subparagraphs (c) and (d) above shall commence on
January 1, 1997 and end at the close of business on March 31, 1997.
(f) If an Option is exercisable to any extent following an
optionee's termination of employment as provided in subparagraphs (c)
and (d) above, then (i) if the Option is not exercised prior to the end
of the applicable post-termination exercise period, then the Option and
all rights of the optionee thereunder shall terminate effective as of
the end of said period, and (ii) if the optionee returns to employment
during the post-termination exercise period, then the Option shall
continue to be exercisable to the extent vested during such period, but
the Option shall not thereafter be restored for any reason.
(g) For purposes of this Paragraph 8, "retirement" means the
termination of employment with the Participating Employers other than by
reason of death after the associate has (i) attained at least age fifty
(50), (ii) completed at least fifteen (15) years of "vesting service"
under The NationsBank Pension Plan (or any successor thereto) and (iii)
attained
4
<PAGE>
a combined age and year of "vesting service" equal to at least
seventy-five (75); and "disability" means "disability" as defined from
time to time under any long-term disability plan of an optionee's
Participating Employer. In the event of an optionee's death, such
optionee's Option shall be exercisable, to the extent herein provided,
by any person that may be empowered to do so under such optionee's will,
or if the optionee shall fail to make a testamentary disposition of said
Option or shall die intestate, by such optionee's executor or other
legal representative.
(h) For purposes of the Plan and notwithstanding any provision of
the Plan to the contrary, an optionee shall not be deemed to have
terminated employment with the Participating Employers (i) during the
period such optionee is on an authorized leave of absence granted by a
Participating Employer or (ii) as the result of such optionee's transfer
of employment between or among Participating Employers or such
optionee's change of position or responsibilities within the same
Participating Employer.
(i) Notwithstanding any provision of the Plan to the contrary,
the Committee may establish from time to time procedures for restricting
the exercisability of Options on any given day as the result of
excessive volume of exercise requests or any other problem in the
established system for processing Option exercise requests.
(j) Notwithstanding any provision of the Plan to the contrary,
the Committee in its discretion may determine whether an optionee has
terminated employment with the Participating Employers for purposes of
the Plan in the event the optionee transfers employment to a business
entity in which a Participating Employer has an ownership interest but
which is not a Subsidiary Corporation.
9. Manner of Exercise:
(a) An Option shall be exercised as hereinafter provided in this
Paragraph 9 by delivering written notice to the Committee at such
address and on such forms as shall be designated by the Committee from
time to time or pursuant to such other procedures that may be
established by the Committee from time to time for the exercise of
Options.
(b) An Option shall be exercised by either a "cash exercise
method" (sometimes referred to as the "Buy Method") or a "cashless
exercise method" (sometimes referred to as the "Buy/Sell Method" or the
"Buy/Sell/Hold Method" depending on whether cash or shares of Common
Stock are received). For purposes hereof, a "cash exercise method" means
a method whereby the optionee pays the option exercise price for the
shares subject to an Option (along with any required withholding taxes
and other related expenses) simultaneously with the delivery of the
notice of exercise described above, and such optionee is thereafter
issued the number of shares so purchased. For purposes hereof, a
"cashless exercise method" means a method permitted under the provisions
of Regulation T issued by the Board of Governors of the Federal Reserve
System and under which an optionee shall receive in cash or shares of
Common Stock (depending on whether the optionee elects the Buy/Sell
Method or the Buy/Sell/Hold Method) the net appreciation on the shares
covered by such optionee's Option, less required withholding taxes,
broker's commissions and other related expenses, if any. The Committee
shall have the authority to establish procedures under either method,
including without limitation the designation of the brokerage firm or
firms through which cashless exercises shall be effected.
(c) Under either method, the option exercise price shall be paid
in full at the time of exercise in U.S. dollars, and the Corporation
shall require the optionee to pay the Corporation in U.S. dollars at the
time of exercise (i) the amount of tax required to be withheld by the
Corporation under applicable foreign, federal, state and local
withholding tax laws and
5
<PAGE>
(ii) the amount necessary to cover brokers' commissions and other
related expenses (if any).
(d) Except as provided in Paragraph 8 above, an optionee must be
an employee of the Participating Employers at the time of exercise of an
Option.
10. Nontransferability:
No Option shall be transferable by an optionee other than by will or by
the laws of descent and distribution. During an optionee's lifetime, the Option
shall be exercisable only by the optionee, provided that in the event an
optionee is incapacitated and unable to exercise such optionee's Option, such
optionee's legal guardian or legal representative whom the Committee deems
appropriate based on all applicable facts and circumstances may exercise such
optionee's Option in accordance with the provisions of the Plan. Any purported
transfer of any Option shall be null and void except as otherwise provided by
this Paragraph 10.
11. No Rights:
An optionee shall have no rights or interests in any Option except as
set forth in the Plan. The Plan does not confer upon any person any right with
respect to the continuation of employment by the Participating Employers nor
does it limit in any way the right of a Participating Employer to terminate
employment at any time. An optionee shall have no rights as a shareholder of the
Corporation with respect to the shares of Common Stock covered by an Option
except to the extent that shares are issued to such optionee upon the due
exercise of the Option.
12. Compliance with the Law and Other Conditions:
No shares of Common Stock shall be issued pursuant to the exercise of
any Option prior to compliance by the Participating Employers, to the
satisfaction of their counsel, with all applicable laws.
13. Foreign Employees:
Notwithstanding any provision of the Plan to the contrary, in order to
foster and promote achievement of the purposes of the Plan or to comply with
provisions of laws in other countries in which the Participating Employers
operate or have employees, the Committee, in its sole discretion, shall have the
power and authority to (i) determine which associates employed outside the
United States are eligible to participate in the Plan as Eligible Associates,
(ii) modify the terms and conditions of any Options granted to Eligible
Associates who are employed outside the United States and (iii) establish
subplans, modified Option exercise procedures and other terms and procedures to
the extent such actions may be necessary or advisable.
14. Adjustments Upon Changes in Capitalization:
(a) In the event that the outstanding shares of Common Stock
shall be changed into or exchanged for a different number or kind of
shares of stock or other securities of the Corporation or any other
corporation, whether through reorganization, recapitalization, stock
dividend, stock split, combination of shares, reclassification of the
Common Stock, merger or consolidation, then the Option rights (including
without limitation the number and kind of shares reserved for issuance
under this Plan or covered by any Option, the schedule for the number of
shares of Common Stock to be covered by Options set forth in Paragraph 5
and the option exercise price for any Option) shall be appropriately
adjusted by the Committee. Comparable adjustments shall be made for each
subsequent such change or exchange of Common Stock or any stock or other
securities into which such Common Stock shall have been changed or
exchanged.
6
<PAGE>
(b) As of the effective date of any liquidation or dissolution of
the Corporation, all unexercised Options, and all rights thereunder,
shall terminate; provided, however, that in the event of a liquidation
or dissolution of the Corporation after December 31, 1996 and prior to
July 1, 2000, then, notwithstanding any provision of the Plan to the
contrary, all Options shall become fully vested and exercisable during
the thirty (30) day period immediately preceding the effective date of
said liquidation or dissolution.
(c) The foregoing adjustments and the manner of application of
the foregoing provisions shall be determined by the Committee in its
sole discretion. Any such adjustment may provide for the elimination of
any fractional share which might otherwise become subject to an Option.
15. Use of Proceeds:
The proceeds from the sale of Common Stock pursuant to the Options shall
constitute general funds of the Corporation.
16. Amendment, Modification and Termination of the Plan:
The Board of Directors of the Corporation may terminate, amend or modify
the Plan any time (including without limitation extend the term of outstanding
Options beyond June 29, 2001), provided that no amendment, modification or
termination of the Plan shall in any manner adversely affect an Option
outstanding under the Plan without the consent of the optionee, or such
optionee's successors as hereinbefore described in Paragraph 8.
17. Effectiveness of the Plan:
The Plan shall become effective July 1, 1996.
18. Indemnification:
To the extent permitted by applicable federal and state law, the
Participating Employers shall indemnify and hold harmless each of the members of
the Committee and each employee of a Participating Employer acting pursuant to
the direction of the Committee from and against any and all liability claims,
demands, costs and expenses (including the costs and expenses of attorneys
incurred in connection with the investigation or defense of claims) in any
manner connected with or arising out of any actions or inactions in connection
with the administration of the Plan except for any such actions or inactions
which are not in good faith or which constitute willful misconduct.
19. Change of Control:
In the event of a Change of Control of the Corporation prior to July 1,
2000, all outstanding Options shall become immediately fully vested and
exercisable notwithstanding any provision of the Plan to the contrary but
subject to the provisions of Paragraph 8(e). Following a Change of Control, (i)
the surviving corporation or entity shall continue to be bound by the terms and
provisions of the Plan and (ii) all unexercised Options shall remain fully
vested and exercisable in accordance with the provisions of the Plan subject to
any adjustment described in Paragraph 14. For purposes hereof, "Change of
Control" means, and shall be deemed to have occurred upon, any of the following
events:
(A) The acquisition by any person, individual, entity or "group"
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"))
(collectively, "Persons") of beneficial ownership (the phrases
"beneficial ownership," "beneficial owners" and "beneficially
owned" as used herein being within the meaning of Rule 13d-3
promulgated under the Exchange Act) of twenty-five percent (25%)
or more of either:
7
<PAGE>
(i) The then-outstanding shares of Common Stock (the
"Outstanding Shares"); or
(ii) The combined voting power of the then-outstanding voting
securities of the Corporation entitled to vote generally
in the election of Directors of the Corporation (the
"Outstanding Voting Securities"); provided, however, that
the following acquisitions shall not constitute a Change
of Control: (A) any acquisition directly from the
Corporation or pursuant to a written agreement to which
the Corporation is a party, as such written agreement is
more particularly described in Section 55-9A-01(b)(3)f and
g of the North Carolina Business Corporation Act as
ratified by the North Carolina General Assembly on June 8,
1989, (B) any acquisition by the Corporation or any of its
Subsidiaries, (C) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the
Corporation or any of its Subsidiaries, (D) any
acquisition by any corporation with respect to which,
following such acquisition, more than fifty percent (50%)
of, respectively, the then-outstanding shares of common
stock of such corporation and the combined voting power of
the then-outstanding voting securities of such corporation
entitled to vote generally in the election of directors
are then benefi- cially owned by all or substantially all
of the Persons who were the Beneficial Owners,
respectively, of the Outstanding Shares and Outstanding
Voting Securities immediately prior to such acquisition in
substantially the same proportions as their Beneficial
Ownership, immediately prior to such acquisition, of the
Outstanding Shares and Outstanding Voting Securities, as
the case may be; or
(B) Individuals who, as of July 1, 1996, constitute the Board of
Directors of the Corporation (the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board of
Directors; provided, however, that any individual who becomes a
Director of the Corporation subsequent to July 1, 1996 and whose
election, or whose nomination for election by the Corporation's
shareholders, to the Board of Directors was either (i) approved
by a vote of at least a majority of the Directors then comprising
the Incumbent Board or (ii) recommended by a Nominating Committee
comprised entirely of Directors who are then Incumbent Board
members shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose,
any such individual whose initial assumption of office occurs as
a result of either an actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act), other actual or threatened solicitation
of proxies or consents or an actual or threatened tender offer;
or
(C) Approval by the Corporation's shareholders of a reorganization,
merger, or consolidation, in each case, with respect to which all
or substantially all of the Persons who were the Beneficial
Owners, respectively, of the Outstanding Shares and Outstanding
Voting Securities immediately prior to such reorganization,
merger, or consolidation do not, following such reorganization,
merger, or consolidation, beneficially own more than fifty
percent (50%) of, respectively, the then-outstanding shares of
common stock and the combined voting power of the
then-outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation
resulting from such reorganization, merger, or consolidation in
substantially the same proportions as their Beneficial Ownership,
immediately prior to such reorganization, merger, or
consolidation, of the Outstanding Shares and Outstanding Voting
Securities, as the case may be; or
8
<PAGE>
(D) Approval by the Corporation's shareholders of:
(i) A complete liquidation or dissolution of the Corporation;
or
(ii) The sale or other disposition of all or substantially all
of the assets of the Corporation, other than to a
corporation, with respect to which following such sale or
other disposition, more than fifty percent (50%) of,
respectively, the then-outstanding shares of common stock
of such corporation and the combined voting power of the
then-outstanding voting securities of such corporation
entitled to vote generally in the election of directors is
then beneficially owned by all or substantially all of the
Persons who were the Beneficial Owners, respectively, of
the Outstanding Shares and Outstanding Voting Securities
immediately prior to such sale or other disposition in
substan- tially the same proportion as their Beneficial
Ownership, immediately prior to such sale or other
disposition, of the Outstanding Shares and Outstanding
Voting Securities, as the case may be.
9
<PAGE>
<PAGE>
