SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c)
or 240.14a-12
Mid-America Bancorp
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
__________________________________________________________
2) Aggregate number of securities to which transaction
applies:
___________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
___________________________________________________________
4) Proposed maximum aggregate value of transaction:
___________________________________________________________
5) Total fee paid:
___________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
____________________________________________________
2) Form, Schedule or Registration Statement No.:
____________________________________________________
3) Filing Party:
____________________________________________________
4) Date Filed:
_____________________________________________________
<PAGE>
MID-AMERICA BANCORP
500 West Broadway
Louisville, Kentucky 40202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders
of Mid-America Bancorp, a Kentucky corporation (the "Company"),
will be held in the Label Room, Executive Inn, Louisville,
Kentucky 40213, on April 20, 1995 at 10:00 a.m., Eastern Daylight
time, for the following purposes:
(1) Election of Directors. To elect directors of the Company
to serve in the class of directors whose term will
expire at the 1998 Annual Meeting of Shareholders and the
election and qualification of their successors.
(2) Adopt New Incentive Stock Option Plan. To approve a new
Incentive Stock Option Plan.
(3) Ratification of Independent Auditors. To ratify the
appointment of KPMG Peat Marwick LLP as the Company's
independent auditors to audit the consolidated financial
statements of the Company for the year ending
December 31, 1995.
(4) Other Matters. To transact such other business as may
properly come before the meeting or any adjournment
thereof.
Information regarding the matters to be acted upon at the
meeting is contained in the Proxy Statement accompanying this
Notice. Only shareholders of record at the close of business on
February 17, 1995, will be entitled to notice of and to vote at
the Annual Meeting.
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE. IF YOU ARE ABLE
TO ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY,
YOU MAY DO SO BY REVOKING THE PROXY AT ANY TIME BEFORE IT IS
EXERCISED.
By Order of the Board of Directors
Louisville, Kentucky Orson Oliver
March 20, 1995 President
<PAGE>
MID-AMERICA BANCORP
500 West Broadway
Louisville, Kentucky 40202
PROXY STATEMENT
GENERAL INFORMATION
The proxy accompanying this Proxy Statement is being
solicited by the Board of Directors of Mid-America Bancorp, a
Kentucky corporation (the "Company"), and will be voted at the
Annual Meeting of shareholders (the "Annual Meeting") to be held
in the Label Room, Executive Inn, Louisville, Kentucky at 10:00
a.m., Eastern Daylight time, on Thursday, April 20, 1995, and at
any adjournments thereof. This Proxy Statement and accompanying
proxy are first being mailed to shareholders on or about March
20, 1995. The Company's Annual Report to Shareholders for the
year ended December 31, 1994, including consolidated financial
statements, either accompanies this Proxy Statement or has
previously been mailed to shareholders.
Shares represented by properly signed and dated proxies in
the accompanying form received by the Company will be voted at
the Annual Meeting or any adjournments thereof. If instructions
have been specified with respect to a proposal, such shares will
be voted in accordance with such instructions. If no
instructions are given, the shares represented by the proxy will
be voted FOR the Nominees for director named below in this Proxy
Statement, FOR the approval of a new Incentive Stock Option Plan,
FOR all other proposals referred to herein and, in the discretion
of the person(s) named in the accompanying proxy or their
substitutes, for any other matter that may be brought before the
Annual Meeting. Pursuant to the Company's By-Laws, the proxy may
be revoked at any time, insofar as the authority granted thereby
has not been exercised, by filing with the Secretary of the
Company written notice of such revocation or by executing and
delivering to the Secretary a proxy bearing a later date.
The cost of solicitation of proxies by the Board of Directors
will be borne by the Company. The initial solicitation of
proxies by mail may be supplemented by directors, officers and
employees of the Company or its banking subsidiary, Mid-America
Bank of Louisville and Trust Company (the "Bank"), by telephone
or other means of communication. None of the directors, officers
or employees of the Company or the Bank will receive any
additional compensation for any such supplemental solicitation
of proxies. Proxy materials may also be distributed through
brokers, custodians and other like parties to the beneficial
owners of the Company's common stock, without par value ("Common
Stock"), and the Company will reimburse such parties for their
reasonable out-of-pocket and clerical expenses incurred in
connection therewith.
Only shareholders of record at the close of business on
February 17, 1995 (the "Record Date") are entitled to vote at the
Annual Meeting or any adjournments thereof. As of the Record
Date, there were 8,813,128 outstanding shares of Common Stock.
Other than for the election of directors, each share entitles its
holder to one vote on all matters to be acted upon at the Annual
Meeting. In electing directors, each shareholder has the number
of votes equal to the number of shares held by him or her on the
Record Date multiplied by the number of directors to be elected.
Each shareholder may cumulate his or her votes and cast all such
votes for one nominee or may distribute such votes among as many
nominees as he or she chooses. The five nominees receiving the
most votes cast at the Annual Meeting will be elected directors.
A majority of the outstanding shares present in person or by
proxy is required to constitute a quorum to transact business at
the Annual Meeting. Abstentions and broker non-votes will be
treated as present for purposes of determining a quorum, but as
unvoted shares for purposes of determining the approval of any
matter submitted to the shareholders for a vote. Abstentions and
broker non-votes will have no effect on matters decided by a
plurality vote, such as the election of directors, the approval
of the new Incentive Stock Option Plan, and the ratification of
the Company's independent auditors at the Annual Meeting.
PRINCIPAL SHAREHOLDERS
Except as set forth below, the Company knows of no
shareholders who beneficially owned more than 5% of the Company's
outstanding Common Stock at the Record Date, February 17, 1995.
Name and Address of Number of Percentage
Beneficial Owner Shares (1) of Class (1)
- -------------------- ---------- ------------
Bertram W. Klein
6403 Shrader Lane
LaGrange, Kentucky 40031 1,854,298 (2) 21.0%
June K. Atlas
#4 Indian Hills Trail
Louisville, Kentucky 40207 471,944 (3)(4) 5.3%
Edna K. Yarmuth
#5 Indian Hills Trail
Louisville, Kentucky 40207 451,693 (3) 5.1%
______________________________
(1) Based upon information furnished to the Company by the
named persons and information contained in shareholder
records of the Company. Under the rules of the Securities
and Exchange Commission, a person is deemed to
beneficially own shares over which the person has or
shares voting or investment power or of which the person
has the right to acquire beneficial ownership within 60
days. Unless otherwise indicated, the named persons have
sole voting and investment power with respect to the
shares shown for them. The numbers shown include shares
which are not currently outstanding but of which the named
person has the right to acquire beneficial ownership
within 60 days of the Record Date. Such shares are deemed
to be outstanding for the purpose of computing the
percentage of outstanding shares owned by the named
person, but are not deemed outstanding for the purpose of
computing the percentage ownership of any other person.
(2) Includes the following shares beneficially owned by Mr.
Klein: 1,031,079 shares held in trusts over which Mr.
Klein has sole or shared voting and investment power as
trustee or co-trustee; 28,563 shares held by entities over
which Mr. Klein has sole voting and investment power;
505,030 shares in which Mr. Klein shares voting power
pursuant to powers-of-attorney; 32,573 shares held by Mr.
Klein under the Company's 401(K) and Employee Stock
Ownership Plan ("ESOP") at December 31, 1993, the most
current plan information available; and 32,938 shares
which Mr. Klein has the right to acquire pursuant to the
exercise of options exercisable currently or within 60
days after the Record Date under the stock option plans
of the Company. Also includes 66,210 shares held by Mr.
Klein's spouse, with respect to which Mr. Klein shares
voting and investment power.
(3) Includes 400,032 shares held in the Estate of Hattie B.
Klein for which Ms. Atlas and Ms. Yarmuth serve as
co-executors, with shared power to vote and invest such
shares.
(4) Includes 9,798 shares held by Ms. Atlas and her spouse as
joint tenants, as to which Ms. Atlas shares voting and
investment power.
1. ELECTION OF DIRECTORS
The Board of Directors of the Corporation is divided into
three classes -- for convenience denominated Class 1, Class 2,
and Class 3 -- whose terms of office are staggered so that only
one class of directors is elected at an annual meeting of
shareholders. The term of the Directors in Class 1 expires this
year, and their successors are to be elected at this Annual
Meeting. The terms of the Directors in the other two classes do
not expire until 1996 and 1997, respectively, and consequently
their successors are not to be elected at this Annual Meeting.
Pursuant to the Company's Articles of Incorporation, the Board
of Directors has set the number of Directors for 1995 at 16.
The Nominees for Directors in Class 1 and the Directors
belonging to Classes 2 and 3, whose terms of office will extend
beyond the Annual Meeting, are set forth on the following pages,
together with information regarding the number of shares of the
Company's Common Stock owned by each, his or her principal
occupation during the past five years and certain other
information. Information relating to the ownership of shares by
the executive officers named in the Summary Compensation Table,
and all the directors and executive officers as a group, is also
included. Information is also provided concerning Al J.
Schneider, who is retiring from the Board after serving as a
Director for more than 30 years.
Each of the Nominees was elected a director at the 1994
Annual Meeting of Shareholders, with the exception of Bruce J.
Roth. Mr. Roth was elected as a member of the Board of Directors
at the May, 1994, meeting of the Board. Although it is not
anticipated that any of the nominees will decline or be unable
to serve, if that should occur, the persons named in the
accompanying proxy, or their substitutes, may, in their
discretion, vote for substitute nominees. In addition, if any
shareholder(s) shall vote shares cumulatively or otherwise for
the election of a director or directors other than the Nominees
named below, or substitute nominees, the persons named in the
accompanying proxy, or their substitutes, will have the
discretionary authority to vote cumulatively for some number less
than all of the Nominees named below or any substitute nominees,
and for such persons nominated as they may choose.
<PAGE>
<TABLE>
<CAPTION>
Positions and % of
Offices Currently Director Principal Total Class
Name Age Held Since Occupation Shares(1) (2)
- ---- --- ----------------- -------- ------------ --------- -----
<S> <C> <S> <C> <S> <C> <C>
NOMINEES FOR CLASS 1
Robert P. Adelberg 57 Director 1975 President, 5,709 (4)
Robert Adelberg
Insurance Agency,
insurance and real
estate services,
Louisville, KY
Stanley L. Atlas(3) 57 Director 1978 Investor, Retired 130,839(3) 1.49%
Executive Vice
President of Company
Martha Layne Collins 58 Director 1988 Former Governor of 183 (4)
Kentucky; President, St.
Catherine College,
Springfield, Kentucky;
President, Collins &
Associates, economic
development consulting,
Lexington, Kentucky
Bruce J. Roth 50 Director 1994 Partner, Louis T. Roth, CPA 56,971(5) (4)
Bertram W. Klein(6) 64 Chairman of the 1967 Chairman of 1,854,298(6) 21.0%
Board, Chief Exec- the Board and
utive Officer and Chief Executive Officer
Member of Executive of the Company
Committee
CONTINUING DIRECTORS
DIRECTORS of CLASS 2
Donald G. McClinton 61 Director 1980 Investor, owner, 10,536(7) (4)
Skylight Thoroughbred
Training Center, Inc.;
formerly, President,
Interlock Industries,
Inc., manufacturing
and transportation
services, Louisville,
Kentucky
John S. Palmore 77 Director 1983 Retired Chief Justice, 369 (4)
Supreme Court of Kentucky;
Attorney, Jackson & Kelly,
Lexington, Kentucky
Woodford R. Porter, Sr. 76 Director 1981 Chairman of the Board and 2,182 (4)
Chief Executive Officer,
A.D. Porter & Sons, funeral
services, Louisville, Kentucky
Raymond L. Sales 72 Director 1986 Attorney, Partner, Segal, 5,113(8) (4)
Isenberg, Sales, Stewart,
Cutler & Tillman, Louisville,
Kentucky
Thomas E. Sandefur, Jr. 55 Director 1985 Chairman and Chief 1,867 (4)
Executive Officer, Brown &
Williamson Tobacco Corp.,
tobacco products,
Louisville, Kentucky
DIRECTORS of CLASS 3
Leslie D. Aberson 58 Director 1983 Attorney, Partner, 18,928(9) (4)
Washer, Kaplan,
Rothschild, Aberson
& Miller, Louisville,
Kentucky
William C. Ballard, Jr. 54 Director 1991 Attorney, Of Counsel, 8,839(10) (4)
Greenebaum Doll &
McDonald, Louisville,
Kentucky; retired
Executive Vice President
and Chief Financial
Officer, Humana Inc.,
integrated health care
services, Louisville,
Kentucky
Peggy Ann Markstein 44 Director 1992 Assistant Prosecuting 7,717(11) (4)
Attorney, Butler County
Prosecutor's Office,
Hamilton, Ohio
Orson Oliver 51 Director, 1978 President of the 74,860(12) (4)
President and Company
Member of
Executive
Committee
Benjamin K. Richmond 53 Director 1993 President, Louisville 106 (4)
Urban League
Henry C. Wagner 52 Director 1989 President and Chief 721 (4)
Executive Officer,
Jewish Hospital
Healthcare Services,
Inc., and Jewish Hospital,
Inc., medical services,
Louisville, Kentucky
NOT STANDING FOR RE-ELECTION
Al J. Schneider 80 Director 1964 President, Home 237,223(13) 2.7%
Supply Company, general
contracting,
Louisville, Kentucky
</TABLE>
<PAGE>
NON-DIRECTOR NAMED OFFICERS
Total % of
Shares(1) Class(2)
---------- --------
Wallace A. Fudold 55,939(14) (4)
Gail Pohn 21,343(14) (4)
Robert H. Sachs 10,652(14) (4)
Thomas L. Weber 73,975(15) (4)
All Directors and Executive Officers
as a group (28 in number,
including the above) 2,660,641(16) 29.2%
______________________________________
(1) Based on the beneficial ownership rules of the Securities
and Exchange Commission as described in footnote 1 to
"PRINCIPAL SHAREHOLDERS." Unless otherwise indicated, the
named persons have sole voting and investment power with
respect to the shares shown for them.
(2) Based on 8,813,128 shares outstanding as of February 17,
1995, the Record Date for the Annual Meeting. Shares of
Common Stock subject to options exercisable within 60 days
of the Record Date are deemed outstanding for computing the
percentage of class of the person holding such options but
are not deemed outstanding for computing the percentage of
class for any other person.
(3) Includes 9,798 shares held by Mr. Atlas and his spouse as
joint tenants, as to which Mr. Atlas shares voting and
investment power. Mr. Atlas' spouse is Bertram W. Klein's
first cousin. Mr. Atlas and his spouse have granted a
proxy to Bank management pursuant to an Agreement to vote
their shares and have granted a right of first refusal to
the Bank and its Chairman prior to selling such shares to
any third party.
(4) Less than 1%.
(5) Includes 1,766 shares held by Mr. Roth's spouse as to which
Mr. Roth shares voting and investment power and 1,565
shares held by a minor child as to which Mr. Roth has
voting and investment power. Also includes 29,923 shares
held in trust as to which Mr. Roth shares voting and
investment power, and 17,774 shares held in partnerships
as to which Mr. Roth has voting and investment power. Also
includes 3,751 shares held by adult children for which Mr.
Roth disclaims beneficial ownership.
(6) See footnote 2 to "PRINCIPAL SHAREHOLDERS" for a
description of the shares beneficially owned by Mr. Klein.
Mr. Klein's sons, David N. Klein and Richard B. Klein, are
executive officers of the Company. Mr. Klein is the first
cousin of Mr. Atlas' spouse.
(7) Includes 5,728 shares held by Mr. McClinton's spouse, as
to which shares Mr. McClinton shares voting and investment
power.
(8) Includes 1,317 shares held by Mr. Sales' spouse as to which
Mr. Sales shares voting and investment power.
(9) Includes 2,351 shares held in trust over which Mr. Aberson
has voting and investment power. Also includes 8,302
shares held by Mr. Aberson's spouse, as to which shares Mr.
Aberson shares voting and investment power.
(10) Includes 7,580 shares held in trusts with respect to which
Mr. Ballard serves as trustee with the power to vote and
invest such shares.
(11) Includes 1,348 shares held by Ms. Markstein as custodian
for her children.
(12) Includes 19,894 shares held by Mr. Oliver under the
Company's ESOP at December 31, 1993, the most current plan
information available. Also includes 63,194 shares which
Mr. Oliver may purchase under options granted under the
Company's stock option plans and exercisable currently or
within 60 days after the Record Date.
(13) Includes 65,192 shares held in entities controlled by Mr.
Schneider. Mr. Schneider is retiring as a Director
effective with the date of the Annual Meeting.
(14) Represents shares which Messrs. Fudold, Pohn and Sachs may
purchase pursuant to options granted under the Company's
stock option plans and exercisable currently or within 60
days after the Record Date. This also includes 7,463 shares
held by Mr. Fudold, 434 shares held by Mr. Pohn and 352
shares held by Mr. Sachs under the Company's ESOP at
December 31, 1993, the most current information available.
(15) Includes 39,237 shares which Mr. Weber may purchase under
options granted under the Company's stock option plans and
exercisable currently or within 60 days after the Record
Date. This also includes 7,944 shares held by Mr. Weber
under the Company's ESOP at December 31, 1993, the most
current information available and 1,060 shares held by Mr.
Weber's spouse, as to which Mr. Weber shares voting and
investment power.
(16) Includes 334,878 shares which may be purchased by all
Executive Officers as a group under options granted
pursuant to the Company's stock option plans and
exercisable currently or within 60 days after the Record
Date.
Information Concerning the Board of Directors
Directors' Compensation. Directors who are not officers of
the Company are paid a fee of $1,000 for attendance at each
meeting and $100 for non-attendance. Directors who are also
officers are not paid any fee for serving as a director or
attending any meetings. Under the Company's Non-employee
Directors Deferred Compensation Plan, non-employee Directors may
elect to defer director's fees into a participant account that
includes a deferred stock account (consisting of shares of Common
Stock of the Company) and/or a deferred cash account (which bears
interest at the Bank's prime rate). Deferrals into the deferred
stock account are credited at the rate of 110% of the applicable
fee.
Meetings of the Board. During 1994, the Company's Board of
Directors held 11 regularly scheduled meetings and one annual
organizational meeting. With the exception of Al J. Schneider,
each director of the Company attended at least 75% of the
aggregate of: (1) the total number of meetings of the Board of
Directors held during the period for which he or she has served
as a director; and (2) the total number of meetings held by all
committees of the Board of Directors on which the director
served, in 1994. Harry S. Frazier, a Director since 1990, passed
away in December.
Board Committees. The Board of Directors has an Audit
Committee, Planning and Management Committee and Nominating
Committee, each of which is comprised solely of non-employee
directors.
The Audit Committee consists of William C. Ballard, Jr.,
John S. Palmore, Donald G. McClinton, Thomas E. Sandefur, Jr. and
Henry C. Wagner. The Audit Committee recommends to the Board of
Directors the engagement of independent auditors for the Company
(and the Bank), reviews the reports of regulatory examiners and
independent auditors, reviews reports concerning the internal
control structure and other similar matters, and makes
recommendations to the Board of Directors as may be appropriate.
The Audit Committee held four meetings during 1994.
The Planning and Management Committee consists of Raymond L.
Sales, Leslie D. Aberson, William C. Ballard, Jr., Martha Layne
Collins, Thomas E. Sandefur, Jr., and Henry C. Wagner. This
Committee functions as the compensation committee of the Board
to review the compensation of executive officers of the Company
and to prepare recommendations and periodic reports to the Board
concerning such matters. This committee is also responsible for
administering the Company's 1991 Incentive Stock Option Plan. In
addition, this Committee works with Company management regarding
strategic planning issues. The Planning and Management Committee
met six times during 1994.
The Nominating Committee consists of Robert P. Adelberg,
Martha Layne Collins, Harry S. Frazier, Benjamin K. Richmond and
Henry C.Wagner. The Nominating Committee's duties include
seeking qualified and capable individuals to serve on the
Company's Board of Directors. The Committee will consider for
nomination as directors persons recommended by shareholders.
Such recommendations must be in writing and delivered to the
Nominating Committee, Mid-America Bancorp, 500 West Broadway,
Louisville, Kentucky 40202. The Nominating Committee met once
during 1994.
Nominees for director of the Company hold directorships in
other companies registered under Section 12 or subject to the
requirements of Section 15(d) of the Securities Exchange Act of
1934, or registered as an investment company under the Investment
Company Act of 1940, as follows: William C. Ballard, Jr. is a
director of LG&E Energy Corp., United Healthcare Corp. and
Vencor, Incorporated; Martha Layne Collins is a director of the
Eastman Kodak Company and R. R. Donnelly & Sons Company; and
Henry C. Wagner is a director of Lumex, Inc.
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation
information for Mr. Bertram W. Klein; the four other Executive
Officers, as of year-end 1994, who were the most highly
compensated in 1994; and Mr. Wallace A. Fudold, former Executive
Vice President who left the Company before year-end (the "Named
Officers").
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
Long-Term
Annual Compensation Compensation
------------------------------------
Stock
Options/SARs All Other
Name and Principal Position Year Salary Bonus(1) (in Shares) Compensation (2)
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Bertram W. Klein 1994 $400,000 $44,000 -0- $20,127
Chairman of the Board & 1993 352,000 38,720 10,300 43,595
Chief Executive Officer 1992 340,000 34,000 10,609 44,111
Orson Oliver 1994 253,000 30,360 -0- 13,661
President 1993 230,000 25,300 10,300 13,951
1992 218,000 21,800 10,609 13,771
Gail Pohn 1994 148,500 17,820 -0- 11,846
Executive Vice President 1993 135,000 14,849 20,909 -0-
1992 -0- -0- -0- -0-
Robert H. Sachs 1994 148,500 17,820 -0- 10,064
Executive Vice President 1993 125,000 13,750 54,845 (3) -0-
1992 -0- -0- -0- -0-
Thomas L. Weber 1994 150,700 18,084 -0- 12,278
Executive Vice President 1993 137,000 15,070 10,300 8,665
1992 125,000 12,500 10,609 5,625
Wallace A. Fudold (4) 1994 201,300 24,156 -0- 9,917
Executive Vice President 1993 183,000 20,130 10,300 10,595
1992 171,000 47,100 10,609 7,695
</TABLE>
__________________________________
(1) The amounts shown in this column represent amounts earned
under the Company's Incentive Compensation Plan, pursuant
to which Senior Vice Presidents, Executive Vice Presidents
and other executive officers of the Company and the Bank are
eligible to receive a cash bonus or award if the Company's
annual return on assets is 1% or greater (See "Compensation
Committee Report on Executive Compensation.") and a bonus
available to all employees, except the Chairman and Chief
Executive Officer, based on the earnings of the Company.
(2) Amounts in this column include:
(a) Contributions by the Company to the Company's
401(K) and Employee Stock Ownership Plan, a defined
contribution plan ("ESOP"), on behalf of the named executive
officers. All employees of the Company who have attained
age 20 1/2 and who have been credited with 500 hours of
service in a six-month period with the Company or the Bank
are generally eligible to participate in the ESOP.
Participants may elect to have 2% to 5% of their pre-tax
compensation contributed to the ESOP with the Company
contributing an amount of up to 4 1/2 of the participant's
compensation. Also includes Company contributions under the
Company's Benefit Restoration Plan, a defined benefit plan
intended to restore benefits unavailable to participants as
a result of certain Internal Revenue Code limits on
qualified plan benefits.
(b) Amounts paid to the following named executive
officers under the Bank's Key-Per Plan during the 1994, as
follows: Mr. Klein, $5,632; Mr. Oliver, $5,856; Mr. Weber,
$2,910, and Mr. Fudold, $2,368. The Key-Per Plan is an
unfunded employee welfare benefit plan available to certain
employees in the position of Senior Vice President or more
senior office. After participants have held the office of
Senior Vice President or higher with the Bank for 10 years,
the participant begins to receive equal monthly payments
from the Key-Per Plan over the next 10 years, provided the
participant remains employed by the Bank during such period.
There have been no participants added to the Key-Per Plan
since 1986.
(3) Includes 33,936 SARs which are contingent upon the
occurrence of a change of control of the Company prior to
December 31, 1998. See discussion under the heading
"Employment Contracts, Termination and Change of Control
Arrangements" below.
(4) Mr. Fudold's employment ended in December, 1994. He was
employed pursuant to an employment agreement as described
in the section entitled "Employment Contracts, Termination
and Change of Control Arrangements."
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
The following table provides information about options exercised
during 1994, and the unexercised options and stock appreciation rights
(SARs) held at December 31, 1994 by the Named Officers. None of the
named executive officers exercised SARs during 1994 or held SARs at the
fiscal year-end, except as noted in the table. The value of the
unexercised options and SARs is calculated based on the difference
between the exercise price and mean of the high and low trading price of
Common Stock as of December 30, 1994, as reported by the American Stock
Exchange consolidated transaction reporting system ($17.00).
<PAGE>
<TABLE>
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs Held at In-the-Money Options/SARs
Fiscal Year End at Fiscal Year End ($)
------------------------- -------------------------
Shares Value
Acquired on
Name Exercise (#) Realized($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Bertram W. Klein 2,147 $ 5,978 $ 40,915 $ 0 70,322 0
Orson Oliver 1,600 11,408 53,194 0 182,833 0
Gail Pohn 0 0 20,909 0 17,558 0
Robert H. Sachs 0 0 10,300 44,545 (2) 0 6,418
Thomas L. Weber 10,000 87,791 39,237 0 99,479 0
Wallace A. Fudold (3) 0 0 48,476 0 153,039
</TABLE>
(1) Represents the difference between the market value of the
Common Stock (or the sale price if shares were sold) on the
day of exercise and the option exercise price.
(2) Includes 33,936 SARs which are contingent upon the
occurrence of a change of control of the Company prior to
December 31, 1998. See discussion under the heading
"Employment Contracts, Termination and Change of Control
Arrangements" below.
(3) Mr. Fudold left the employ of the Company at the end of
1994.
Retirement Plan
The Company's non-contributory defined benefit Retirement Plan
(the "Plan") originated on September 1, 1963 (as the Bank's
Retirement Plan prior to formation of the Company in 1983) and
has been amended several times to comply with governmental
regulations and to reflect other changes made since the Plan was
adopted. All employees of the Company and the Bank who have
attained age 20 1/2 and who have been credited with 500 hours of
service in a six month period with the Company or the Bank are
generally eligible to participate in the Plan.
The table set forth below shows the estimated benefits
payable following retirement at age 65 to persons in specified
remuneration and years of participation classifications under the
Plan. A portion of the benefits shown below will be paid from
the Company's Benefit Restoration Plan, a defined benefit plan
intended to restore benefits unavailable to participants as a
result of certain Internal Revenue Code limits on qualified plan
benefits.
PENSION PLAN TABLE
Years of Service
-----------------------------------------------------
Renumeration 15 Years 20 Years 25 Years 30 Years 35 Years
- ------------ -------- -------- -------- -------- --------
$125,000 $27,765 $ 37,020 $ 46,275 $ 55,530 $ 64,785
150,000 33,390 44,520 55,650 66,780 77,910
175,000 39,015 52,020 65,025 78,030 91,035
200,000 44,640 59,520 74,400 89,280 104,160
225,000 50,265 67,020 83,775 100,530 117,285
250,000 55,890 74,520 93,150 111,780 130,410
300,000 67,140 89,520 111,900 134,280 156,650
400,000 89,640 119,520 149,400 179,280 209,160
450,000 100,890 134,520 168,150 201,780 235,410
500,000 112,140 149,520 186,900 224,280 261,660
Covered compensation includes base salary. If an employee
retires at the later of age 65 or the employee's fifth
anniversary of participation, the employee will be entitled to
a monthly pension payable for life with a minimum of 120
guaranteed payments equal to the product of: (1) the sum of 1%
of the first $400 of the employee's average monthly compensation
(highest 10 consecutive years) plus 1 1/2% of the employee's
average monthly compensation in excess of $400, multiplied by (2)
the employee's years of credited service (up to 35 years).
Employees with more than 35 years of credited service are
entitled to additional monthly payments equal to 1 1/2% of the
employee's average monthly compensation multiplied by the
employee's years of credited service in excess of 35 years. The
benefits as determined above and as listed in the pension table
are not subject to any deduction for Social Security or other
offset amounts.
As of December 31, 1994, the persons named in the Summary
Compensation Table who participate in the Retirement Plan had the
following number of complete years of accredited service: Bertram
W. Klein, 41 years; Orson Oliver, 19 years; Gail Pohn, 2 years;
Robert H. Sachs, 2 years; Thomas L. Weber, 10 years; and Wallace
A. Fudold, 9 years.
Employment Contracts, Termination and
Change of Control Arrangements
The Company and the Bank have entered into employment agreements
with Orson Oliver, Gail Pohn and Robert Sachs, and three other
executive officers. They were also parties to a similar
employment agreement with Mr. Wallace A. Fudold, an executive
officer whose employment ended in December, 1994. Under the
agreements, the term of employment continues from year to year
and may be terminated by either the Bank or the executive officer
for any reason. If the Bank terminates the executive's employ-
ment for any reason other than "for cause", the Bank is required
to pay the executive officer, in a lump sum payment, an amount
equal to his then-current annual base salary.
If a "change in control" (as defined in the agreements) of
the Company or the Bank occurs, the term of the employment
agreements automatically extends to a five-year term, commencing
on the date of the change in control. During the five-year term,
the Bank may terminate the employment agreements only "for
cause", or on the death or disability of the executive officer.
Additionally, during such five-year term, the Bank may not
decrease the executive's salary below the annual level in effect
prior to the change of control or otherwise reduce his duties as
an executive officer of the Bank (a "Diminution of Duties"). If
the Bank violates either of these provisions, the executive may
elect to terminate the agreement and will be entitled to receive
monthly payments equal to one-twelfth of the executive's then-
current base salary for the lesser of three years or the
remainder of the five-year term. If the executive officer
terminates employment during the two-year period after a change
in control, other than in connection with a Diminution of Duties,
he will not be entitled to receive any termination benefits. If
the executive elects to terminate the agreement after such
two-year period, he will be entitled to receive monthly payments
equal to one-twelfth of his then-current base salary for the
remainder of the five-year term.
The agreement with Robert H. Sachs, provides, in addition, for
the grant of 33,936 stock appreciation rights that upon a change
of control prior to December 31, 1998 (and only upon such a
change), are converted into stock options. These rights are
forfeited and null and void if there is no change of control on
or before December 31, 1998, and are contingent on Mr. Sachs'
continued employment.
COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Planning and Management Committee of the Board of
Directors is comprised of the six non-employee directors named
below. The principal duties of the committee are to review the
compensation of executive officers of the Company and to prepare
recommendations and periodic reports to the Board concerning such
matters. The Planning and Management Committee has furnished the
following report relating to executive compensation during 1994.
The Company's Compensation Program for its executive officers
consists of base salary, the opportunity to earn an annual
performance-based bonus and the ability to receive discretionary
stock option awards. Each of these elements of compensation is
discussed below.
Base Salary. Base salary levels are established by this
Committee and the other forms of compensation are fixed as
described below. In general, base salary levels are set at the
minimum levels believed by this Committee to be sufficient to
attract and retain qualified executives when considered with the
components of the Company's compensation structure.
Incentive Compensation. The Committee believes that a
portion of an executive officer's cash compensation should be
subject to specific annual performance criteria. To accomplish
this objective, the Company, in 1991, adopted an Incentive
Compensation Plan (the "Bonus Plan"). The Bonus Plan is intended
to provide an immediate recognition of managerial efforts through
a cash bonus or award tied to the Company's annual return on
assets. The Bonus Plan is open to participation by Senior Vice
Presidents, Executive Vice Presidents and other more senior
executive officers of the Company and the Bank. The amount of
cash bonus or award paid to each participant for a fiscal year
is based on a ratio determined by dividing the consolidated net
earnings of the Company by the total average consolidated assets
of the Company for the fiscal year, determined in accordance with
generally accepted accounting principles consistently applied,
and the participant's base salary and position during the fiscal
year. Cash bonuses or awards to participants are determined
under the following schedule:
Award as a Percentage
of Participant's
Base Salary
Return on Executive Vice Senior Vice
Assets Ratio Presidents and Above Presidents
- --------------- -------------------- -----------
0-.99% 0% 0%
1.00-1.09% 10% 5.0%
1.10-1.19% 11% 5.5%
1.20-1.29% 12% 6.0%
1.30-1.39% 13% 6.5%
1.40-1.49% 14% 7.0%
1.50% and above 15% 7.5%
The Committee has discretion to make adjustments in
determining the Return on Assets Ratio only if such ratio is
effected by an extraordinary, unusual or non-recurring items of
income or expense, a change in accounting principles or a
revaluation of assets. Such adjustment will be made only as the
Committee deems necessary and appropriate in order to compensate
equitably (or withhold compensation from) participants in a
manner which accurately recognizes their efforts in furthering
the Company's performance and earnings growth.
For the 1994 fiscal year, the Company's Return on Assets
Ratio was 1.11%. Compensation paid pursuant to the Bonus Plan
is included in the Summary Compensation Table under the "Bonus"
column.
Stock Option Program. The Company has also adopted the 1991
Incentive Stock Option Plan (the "1991 Plan"). One of the
Proposals to be voted on at this meeting is the adoption of the
1995 Incentive Stock Option Plan which would take the place of
the 1991 Plan. The Committee believes that by providing those
officers who have substantial responsibility for the management
and growth of the Company and the Bank an opportunity to increase
their ownership of the Company's Common Stock, the interests of
shareholders and executives will be closely aligned. The
Committee also believes that stock options whether under this
Plan or otherwise are an important component in attracting and
keeping quality personnel and in contributing to the long-term
objectives of the Company. Therefore, persons holding the
positions of Assistant Vice President or more senior offices in
the Company and the Bank are eligible to receive stock options
from time to time, giving them the right to purchase shares of
the Company's Common Stock at a specified price in the future.
Options are granted at an exercise price not less than the
closing price of the Company's Common Stock in the AMEX reporting
consolidated trading on the date of grant. In addition, in the
case of Mr. Klein (and any other participants who may own more
than 10% of the outstanding voting stock of the Company in the
future), the option price of the shares is not less than 110% of
such closing price on the date of grant.
While the Committee has discretion in determining whether
options will be awarded in any given year, which eligible
officers will receive options and the number of options to be
received by such officer, the 1991 Plan fixed the maximum number
of shares as to which options may be granted during any fiscal
year based on the office held by the individual officer as
follows: 500 for Assistant Vice Presidents, 1,000 for Vice
Presidents, 2,500 for Senior Vice Presidents, and 10,000 for
Executive Vice Presidents and above. If adopted, the 1995
Incentive Stock Option Plan will eliminate these maximums and
leave the maximum in any one year to the discretion of the
Committee.
During 1994 Mr. Klein and the other four most highly
compensated executive officers of the Company were not awarded
options. This reflects a decision by the Options Committee that
it is more appropriate to review actual performance for the
entire year before making an award of options. Thus, decisions
concerning options for a particular year will be made in the
following year. Thus, in 1995 the Options Committee made an award
of options based upon the continued strong performance of the
Company during 1994. That award will be reflected in the 1996
Proxy Statement for the 1996 Annual Meeting of Shareholders. The
Committee believes these awards are justified based upon the
continued strong performance of the Company and the Bank under
the leadership of these officers.
Termination Benefits. Wallace A. Fudold, an executive vice
president was terminated in accordance with his Employment
Contract during 1994. The interpretation of some of the terms
of this agreement is under discussion with Mr. Fudold.
OBRA Deductibility Limitation. The Omnibus Budget
Reconciliation Act of 1993 prohibits the deduction by public
companies of compensation of certain executive officers in excess
of $1 million, unless certain criteria are met. The Company has
determined not to take any action at this time with respect to
its compensation plans to seek to meet these criteria.
Planning and Management Committee
Raymond L. Sales, Chair
Leslie D. Aberson William C. Ballard
Martha Layne Collins Henry C. Wagner
Thomas E. Sandefur, Jr.
<PAGE>
COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
The Planning and Management Committee of the Board of
Directors is responsible for executive compensation decisions as
described above. During 1994, the committee consisted of Raymond
L. Sales, Leslie D. Aberson, William C. Ballard, Martha Layne
Collins, Thomas E. Sandefur and Henry C. Wagner. Mr. Ballard,
a director of the Company, is of counsel to the law firm of
Greenebaum Doll & McDonald, which the Company retained to perform
various legal services during the 1994 fiscal year. Mr. Sales
is a partner in the law firm of Segal, Isenberg, Sales, Stewart,
Cutler & Tillman, which the Company retained to perform various
legal services during 1994.
CERTAIN TRANSACTIONS
Robert P. Adelberg, a director of the Company, is President
of Robert Adelberg Insurance Agency, Inc. (the "Agency"), which
acts as an insurance consultant and agent to the Company with
regard to property, liability and blanket bond insurance
services. The premiums paid in 1994 on insurance purchased
through the Agency amounted to $178,000 and resulted in gross
commissions to the Agency of $21,314.19. The Agency also
received a small sum from the Company relating to real estate
services.
Al J. Schneider, a director of the Company, is 75% owner of
the Bank of Louisville Building Venture ("Building Venture").
The Bank leased its main office facilities from the Building
Venture at an annual cost of $462,808 for all of 1994. Mr.
Schneider is also 33% owner of Al J. Schneider & Associates,
which leased certain other office facilities to the Bank for
lease payments aggregating $110,000 during the 1994 fiscal year.
In the ordinary course of its business, the Company, through
the Bank, has in the past and expects to have in the future,
banking transactions including lending, with its directors,
officers, principal shareholders and their associates. When
these banking transactions are credit transactions, they are made
in the ordinary course of business, on substantially the same
terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other
persons, involving no more than normal risk of collection and
presenting no unfavorable features.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE
ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's directors and executive officers, and persons who
own more than ten percent of the Company's stock, to file with
the Securities Exchange Commission initial reports of stock
ownership and reports of changes in stock ownership. Reporting
persons are required by SEC regulation to furnish the Company
with copies of all Section 16(a) reports they file. Based solely
on its review of the copies of such reports received or written
representations, the Company believes that during the last fiscal
year all reports required by Section 16(a) were filed timely
except that Wallace A. Fudold, an Executive Vice-President until
December, 1994, inadvertently did not report an October sale of
Company shares until December, 1994, and Bruce J. Roth, who was
appointed to the Board of Directors at the May, 1994, meeting of
the Board, inadvertently did not file the required Form 3 until
August, 1994.
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE SHAREHOLDER RETURN
The following graph shows the cumulative return experienced
by the Company's shareholders during the last five years compared
to the S&P 500 Composite Stock Index and the NASDAQ Banks Index.
The graph assumes the investment of $100 on December 31, 1989 in
the Company's Common Stock and each index and the reinvestment
of all dividends paid during the five-year period.
<TABLE>
<CAPTION>
12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Nasdaq Bank Index 100.00 73.23 120.17 174.87 199.29 198.69
Mid-America-KY 100.00 80.28 102.39 136.97 161.16 160.99
S&P 500 Total Return 100.00 96.90 126.43 136.06 149.77 151.45
</TABLE>
<PAGE>
2. ADOPTION OF NEW INCENTIVE STOCK OPTION PLAN
On February 20, 1995, the Board of Directors adopted, subject
to the approval of the shareholders, the 1995 Incentive Stock
Option Plan (the "1995 Plan") covering an aggregate of 1,000,000
shares of Common Stock of the Company. The 1995 Plan was adopted
to replace the existing Incentive Stock Option Plan adopted in
1991.
The Board of Directors is of the view that it is vitally
important for the Company and the Bank to be able to continue
attracting and retaining individuals of exceptional managerial
talent. These managers would be rewarded only if the stock price
of the Company increases.
The 1995 Plan is intended to attract people with appropriate
skills and align their interests with the long-term interests of
shareholders. Under the 1991 Plan, options could not be granted
upon the hiring of managers, and the Board of Directors feels
that it would best serve the interests of the Company and the
shareholders if it was authorized, in appropriate cases, to make
such grants pursuant to a plan. The 1991 Plan provided a maximum
limit to the number of options that could be awarded to any
individual in any one calendar year. The Board of Directors
feels that this limit is unnecessary and feels that it would best
serve the interests of the Company and its shareholders if the
Board of Directors had discretion to set individual limits.
The following is a summary of the material provisions of the
1995 Plan and material changes from the 1991 Plan. The 1995 Plan
is intended to qualify as an "incentive stock option" plan as
defined in Section 422 of the Internal Revenue Code of 1986. It
also will permit the grant of "regular" stock options which do
not qualify for incentive stock option treatment for federal
income tax purposes. This summary is qualified in its entirety
by express reference to the text of the 1995 Plan attached hereto
as Exhibit A.
Shares Subject to Plan
The total number of shares available for grants of options
under the 1995 Plan is 1,000,000, subject to adjustment in the
event of a stock dividend, stock split or subdivision,
consolidation, reorganization or change in the Common Stock.
Under the 1991 Plan, 39,835 shares remain available for grants
of options. The 1995 Plan, if approved by the shareholders, will
replace the 1991 Plan and no further options will be issued
thereunder.
Term of Plan
No options may be granted under the 1995 Plan subsequent to
February 17, 2005. The 1991 Plan provides for a cut-off after
February 17, 2001, although no options will be granted under the
1991 Plan upon approval by the shareholders of the 1995 Plan.
Number of Options Per Year
Unlike the 1991 Plan, the 1995 Plan provides that the number
of options available to individuals in any one year shall be left
to the discretion of the Committee, as defined below.
Option Price
The 1995 Plan, like the 1991 Plan, requires an option price
for the shares subject to an option which may not be less than
the fair market value of the shares on the date upon which such
option is granted. In addition, in the case of an optionee who
is also a more than 10% shareholder of the Company, the option
price of the shares may not be less than 110% of the fair market
value of the shares on the date upon which such option is
granted. As of March 14, 1995, the fair market value of the
Common Stock as generally defined in both the 1991 and 1995 Plans
was $16.125 per share.
Termination and Amendment
Subject to certain limitations, the 1995 Plan, like the 1991
Plan, may be terminated or amended from time to time by the Board
of Directors or the Committee.
Administration
The 1995 Plan, like the 1991 Plan, provides for its
administration by a committee (the "Committee") appointed by the
Board of Directors of the Company. The Committee has
discretionary authority (subject to certain restrictions) to
determine the individuals to whom, and the times at which,
options will be granted and the number of shares subject to such
options. The Committee may interpret the 1995 Plan and may
establish rules and regulations relating thereto.
Eligibility
The 1995 Plan, like the 1991 Plan, is open to participation
by employees of the Company and the Bank holding the offices of
Assistant Vice President, Vice President, Senior Vice President,
Executive Vice President and more senior offices. Approximately
117 employees currently hold such offices and would be eligible
to be granted options under the 1995 Plan. As of the date hereof,
no options have been granted under the 1995 Plan. Unlike the 1991
Plan, options may be granted, at the discretion of the Committee,
upon employment rather than after a waiting period.
Treatment Upon Change of Control
Section 9 of the 1995 Plan contains several provisions that
will be triggered by a change in control of the Company. Unlike
those granted under the 1991 Plan, outstanding options granted
under the 1995 Plan will become immediately exercisable upon
certain changes in control as defined in the Plan. Similar to the
1991 Plan, the 1995 Plan provides for the automatic adjustment
of options to reflect any change in the outstanding shares of
Common Stock of the Company as a result of any share exchange,
merger, consolidations, reorganization or sale of substantially
all assets of the Company pursuant to a binding agreement to
which the Company is a party. In addition, the 1995 Plan
generally provides for the automatic "cash-out" of any
exercisable options held by executive officers of the Company if
any person other than the Company acquires more than 20% of the
Common Stock through a tender offer, exchange offer or otherwise;
or a change in the "control" of the Company occurs, as such term
is defined in Rule 405 under the Securities Act of 1933, as
amended; or there is a sale of all or substantially all of the
assets of the Company.
The effect of these provisions of the 1995 Plan may make the
Company a less attractive takeover target. These provisions
could make the accomplishment of a transaction more difficult or
costly. The management of the Company is presently aware of no
specific efforts to obtain control of the Company. The 1995 Plan
is not part of a plan by management to adopt a series of anti-
takeover measures.
Duration and Exercise of Options
Options granted under the 1995 Plan, like the 1991 Plan, may
be of such duration as shall be determined by the Committee, but
no option granted may be exercised after the expiration of ten
years from the date of grant (five years in the case of a more
than 10% shareholder). In the event of the termination of
employment of an optionee for other than cause, the 1995 Plan,
like the 1991 Plan, generally affords the optionee a period of
90 days in which to exercise options to the extent such options
are then exercisable and have not expired.
In the event of the death of an optionee following
termination of employment for other than cause, the Committee,
in its discretion, may provide the decedent's estate with an
extension of the exercise period of up to one year from the
optionee's death provided such extension is not beyond the term
of the option. In no event may any option granted under the 1995
Plan be exercised subsequent to its expiration date.
Federal Income Tax Consequences
Both incentive and regular stock options may be granted under
the 1995 Plan. Under present tax law as currently interpreted,
incentive stock options granted under the 1995 Plan will be
treated for federal income tax purposes as follows:
No tax consequences will result to the optionee or the Company,
except in the case of an optionee who is subject to the
alternative minimum tax, from the grant of an option to, or the
exercise of an option by, the optionee. Instead, the optionee
will recognize gain or loss when he or she sells or disposes of
the shares transferred to him upon exercise of the option. For
purposes of determining such gain or loss, the optionee's tax
basis in such shares will be the option price. If the date of
sale or disposition of such shares is at least two years after
the date of the grant of the option and at least one year after
the transfer of the shares to him or her upon exercise of the
option, the optionee will be entitled to long-term capital gain
treatment upon their sale or disposition. Under present law,
there is a significant difference between the maximum rate of
taxation of ordinary income and capital gains. In addition,
capital losses may be offset only against capital gains and may
be deducted against ordinary income only to the extent of $3,000
per year.
The Company generally will not be allowed a deduction with
respect to an option. However, if an optionee fails to meet the
holding period requirements, any gain realized by the optionee
upon sale or disposition of the shares acquired upon exercise of
an option will be taxable at that time as ordinary income, as
opposed to capital gain, to the extent the fair market value of
such shares when acquired, exceeded their option price, and to
that extent the Company will be allowed a corresponding
deduction.
The amount, if any, by which the fair market value of the
shares transferred to the optionee upon the exercise of an option
exceeds the option price will constitute an item of tax
preference, subject, in certain circumstances, to the alternative
minimum tax. However, the amount of such item of tax preference
will be included for purposes of determining the tax basis of
such shares for alternative minimum tax purposes in the year of
sale or disposition.
With respect to regular stock options, the optionee is taxed
at the time of exercise of the option on the difference between
the then fair market value of the optioned shares and the option
price, and the Company is entitled to a corresponding deduction.
The foregoing is only a brief summary of the applicable
federal income tax laws and should not be relied upon as being
a complete statement.
Recommendation and Vote
Approval of the adoption of the 1995 Plan requires the
affirmative vote of the holders of a majority of the shares
present in person or by proxy at the Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE ADOPTION OF THE 1995 INCENTIVE STOCK OPTION PLAN.
3. RATIFICATION OF INDEPENDENT AUDITORS
At the Annual Meeting, the Board of Directors will recommend
and the shareholders will be asked to ratify the appointment of
KPMG Peat Marwick LLP of Louisville, Kentucky, as independent
auditors to audit the consolidated financial statements of the
Company for the year ending December 31, 1995. KPMG Peat Marwick
LLP has acted as the Company's independent auditors since 1990.
Representatives of KPMG Peat Marwick LLP will be present at the
Annual Meeting and will be given the opportunity to make a
statement if they so desire, and will answer appropriate
questions directed to them relating to their audit of the
Company's consolidated financial statements.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE SELECTION
OF KPMG PEAT MARWICK LLP AS THE COMPANY'S INDEPENDENT AUDITORS
FOR THE YEAR ENDING DECEMBER 31, 1995.
SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Shareholders who desire to present proposals at the 1996
annual meeting of shareholders must forward them in writing to
the President of the Company so that they are received no later
than November 21, 1995, in order to be considered for inclusion
in the Company's proxy statement for such meeting.
4. OTHER MATTERS
The only matters to be considered at the Annual Meeting or any
adjournment thereof, so far as is known to the Board of
Directors, are those set forth in the Notice of Meeting and
routine matters incident to the conduct of the meeting. However,
if any other matters should properly come before the meeting or
any adjournment thereof, it is the intention of the persons named
in the accompanying form of proxy, or their substitutes, to vote
such proxy in accordance with their judgments in such matters.
By order of the Board of Directors
Orson Oliver
President
Louisville, Kentucky
March 20, 1995
<PAGE>
Exhibit A
1995 INCENTIVE STOCK OPTION PLAN
of
MID-AMERICA BANCORP
1. PURPOSE OF PLAN
The Mid-America Bancorp 1995 Incentive Stock Option Plan
("Plan") is for certain officers of Mid-America Bancorp
("Company") and its wholly-owned banking subsidiary, Mid-America
Bank of Louisville and Trust Company ("Bank"). The Plan is
intended to provide an incentive to such officers in a manner
which aligns their interests with the long-term interests of the
Company's shareholders. The Plan is intended to advance the best
interests of the Company and the Bank, thereby also enhancing the
value of the Bank and the Company for the benefit of
shareholders. The availability and offering of stock options
under the Plan is further intended to support and increase the
Company's and the Bank's ability to attract and retain
individuals of exceptional managerial talent upon whom, in large
measure, the sustained progress, growth and profitability of the
Company and the Bank depend.
2. DEFINITIONS
For Plan purposes, except where the context might clearly
indicate otherwise, the following terms shall have the meanings
set forth below:
(a) "Bank" shall mean Mid-America Bank of Louisville and
Trust Company, the banking subsidiary of the Company.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(d) "Committee" shall mean the committee of the Board designated by
the Board to administer the Plan. The Committee shall be
composed of three or more members of the Board, each whom (i)
shall be appointed by and serve at the pleasure of the Board and
(ii) shall be a "disinterested person" as that terms is defined
in Rule 16b-3, as in effect from time to time, under the
Securities Exchange Act of 1934, as amended.
(e) "Common Stock" shall mean the no par value Common Stock of the
Company.
(f) "Company" shall mean Mid-America Bancorp.
(g) "Fair Market Value" shall mean, as of any given date, with
respect to any Options granted hereunder, the closing price of
Common Stock on the Composite Tape as published in the Midwest
Edition of The Wall Street Journal; provided, however, that if
the Committee shall reasonably believe that applicable laws or
regulations require a different method by which to determine
Fair Market Value, then the Committee may determine Fair Market
Value by such other method.
(h) "ISO" shall mean an Option which is intended to meet and comply
with the terms and conditions for an incentive stock option as
set forth in Section 422 of the Code.
(i) "Option" shall mean a stock option granted pursuant to the Plan.
(j) "Optionee" shall mean an employee of the Company or the Bank who
has been granted and holds one or more Options under the Plan.
(k) "Option Shares" shall mean shares subject to an Option.
(l) "Plan" shall mean this Incentive Stock Option Plan, as the same
may hereafter be amended.
(m) "Ten Percent Shareholder" shall mean an employee who owns ten
percent (10%) or more of the Common Stock as such amount is
calculated for purposes of Section 422(b)(6) of the Code.
3. ADMINISTRATION
(a) Committee: The Committee shall administer the Plan, and
accordingly, have full power to grant Options, construe and
interpret the Plan, establish rules and regulations, and perform
all other acts, including the delegation of administrative
responsibilities, it believes reasonable and proper. Any action
of the Committee with respect to the administration of the Plan
shall be taken pursuant to the vote of a majority of its members
at a meeting or the written consent of all its members in lieu
of a meeting. The Board may from time to time appoint eligible
members of the Board in substitution for or in addition to
members previously appointed and may fill vacancies in the
Committee.
(b) Eligibility: The determination of those eligible to receive
Options, the amount, type and timing of each Option, and the
terms and conditions of the respective Option agreements
shall rest in the sole discretion of the Committee, subject to
the provisions of the Plan.
(c) Inconsistencies: The Committee may correct any defect, supply
an omission or reconcile any inconsistency in the Plan, or in
any granted Option, in the manner and to the extent it shall
deem necessary to carry it into effect.
(d) Final Decisions: Any decision made, or action taken, by the
Committee arising out of or in connection with the
interpretation and administration of the Plan shall be final and
conclusive.
(e) Limitation on Liability: No member of the Board or the
Committee, nor any officer or employee of the Company or the
Bank acting on behalf of the Board or the Committee, shall be
liable for any action, failure to act, determination or
interpretation taken or made in good faith with respect to the
Plan or any transaction hereunder. All members of the Board and
the Committee and each and any officer or employee of the
Company or the Bank acting on their behalf shall, to the extent
permitted by law, be fully indemnified and protected by the
Company in respect of any such action, failure to act,
determination or interpretation.
4. SHARES SUBJECT TO THE PLAN
The total number of shares of Common Stock reserved and available for
issuance under the Plan shall be 1,000,000. Such shares may consist, in
whole or in part, of authorized and unissued shares or issued shares
which have been reacquired by the Company. The number of shares of
Common Stock available for grants of Options under the Plan shall be
decreased by the sum of the number of shares with respect to which
Options have been issued and are then outstanding and the number of
shares issued upon exercise of Options, and shall be increased due to the
expiration or termination of Options which have not been exercised.
5. TERM OF PLAN
No Option shall be granted pursuant to the Plan on or after the tenth
anniversary of the date on which the Plan is adopted by the Board, but
Options theretofore granted may extend beyond that date.
6. ELIGIBILITY
(a) Eligibility: Consistent with the Plan's purpose, Options may be
granted to employees of the Company and the Bank holding the following
offices in either the Bank or the Company: all officers holding the title
of Chairman of the Board; Chief Executive Officer; President; Executive
Vice President; Senior Vice President; Vice President; or Assistant Vice
President. The Committee shall determine the date(s) on which Options,
if any, will be granted for each calendar year, and the maximum number of
Option Shares subject to an Option(s) which may be granted during any
calendar year to any individual officer.
7. OPTION TERMS AND CONDITIONS
All Options granted under the Plan shall be evidenced by agreements
which shall be subject to the applicable provisions of the Plan, and such
other provisions as the Committee may adopt, including the following
provisions:
(a) Price: The purchase price of Common Stock covered by each Option
shall be determined by the Committee but shall not be less than
100% of the Fair Market Value of such stock on the date of grant;
provided, however, that the purchase price of Common Stock
covered by each Option granted to a Ten Percent Shareholder shall
be not less than 110% of the Fair Market Value of such stock on
the date of grant.
(b) Term: Each Option and all rights or obligations thereunder
shall expire on such date as the Committee shall determine, but
not later than the tenth anniversary of the date on which the
Option is granted (not later than the fifth anniversary of the
date on which the Option is granted in the case of an Option
granted to a Ten Percent Shareholder), and shall be subject to
earlier termination as hereinafter provided.
(c) Exercisability: Each Option shall be exercisable at such time
or times and subject to such terms and conditions as shall be
determined by the Committee. If the Committee provides, in its
discretion, that any Option is exercisable only in installments,
the Committee may waive such installment exercise provisions at
any time in whole or in part based on such factors as the
Committee may determine in its sole discretion. If the Optionee
shall not in any given installment period purchase all of the
Option Shares which such Optionee is entitled to purchase in such
installment period, such Optionee's right to purchase any Option
Shares not purchased in such installment period shall continue
until the expiration or sooner termination of such Optionee's
Option.
(d) Method of Exercise: Each Option may be exercised in
whole or in part at any time during the option period, by giving
written notice of exercise to the Company specifying the number
of Option Shares to be purchased, accompanied by payment in full
of the purchase price in accordance with paragraph (e) of this
Section 7. Optionee shall have no rights to dividends (other
than the adjustment rights in Section 8) or other rights of a
shareholder with respect to Option Shares unless and until the
Optionee has given written notice of exercise, has paid in full
for such shares and, if requested, has given the representation
described in paragraph (b) of Section 12.
(e) Payment: The purchase price of any shares purchased upon
exercise of an Option shall be paid:
(i) in cash or by check at the time of each purchase, or
(ii) at the discretion of the Committee, through the
delivery of shares of Common Stock, including
shares which the Optionee is entitled to receive
upon such exercise, which shall be valued at their
aggregate Fair Market Value on the day of exercise
of the Option or any portion thereof, or
(iii) at the discretion of the Committee, by a
combination of both (i) and (ii) above, or
(iv) such other consideration as shall constitute lawful
consideration for the issuance of Common Stock and
be approved by the Committee (including without
limitation, payment by a broker registered under
the Securities Exchange Act of 1934 against
delivery of the certificates representing such
shares, at the direction of the Optionee).
The Committee may determine acceptable methods for
tenderingshares of Common Stock as payment upon exercise of an
Option and may impose such limitations and prohibitions on the
use of Common Stock to exercise an Option as it deems
appropriate.
(f) Non-Transferability: An Option granted under this Plan shall,
by its terms, be non-transferable by the Optionee other than by
will or the laws of descent and distribution, and shall be
exercisable during the Option holder's lifetime only by the
Optionee or the Optionee's court appointed guardian or legal
representative.
(g) Termination of Employment: In the event an Optionee shall cease
to be employed by either the Bank or the Company while he or
she is holding one or more Options, each Option held shall
expire at the earlier of the expiration of the Option's term or
the following:
(i) three months after termination due to normal
retirement, or earlier retirement with Committee
consent, under a formal plan or policy of the
Company;
(ii) three months after an Optionee's resignation or
termination without cause;
(iii) one year after termination due to disability within
the meaning of Section 22(d)(4) of the Code, as
determined by the Committee;
(iv) one year after the Optionee's death; or
(v) coincident with the date of termination if due to
any other reason.
In the event of death following termination of employment for any
of the reasons set forth in clauses (i), (ii) and (iii) above
while any portion of an Option remains exercisable, the
Committee, in its discretion, may provide for an extension of the
exercise period of up to one year after the Optionee's death, but
not beyond the expiration of the term of the Option.
(h) Leaves of Absence. The Committee may, in its discretion, treat
all or any portion of any period during which an Optionee is on
military or on an approved leave of absence from the Company or
the Bank as a period of employment of such Optionee by the
Company or the Bank for purposes of the Plan. Notwithstanding
the foregoing, if a leave of absence exceeds ninety (90) days
and reemployment is not guaranteed by contract or statute, the
Optionee's employment by the Company and/or the Bank for the
purposes of the Plan shall be deemed to have terminated,
without cause, on the 91st day of the leave.
(i) ISOs: Notwithstanding any other provisions of the Plan,
the following provisions will apply:
(i) Except as otherwise provided in (ii) below, or the
Committee specifically determines otherwise, all
Options granted hereunder shall be ISOs.
(ii) If the aggregate Fair Market Value of the shares
of Common Stock, determined as of the date an
Option is granted, with respect to which Options
are exercisable for the first time by an Optionee
during any calendar year under the Plan or any
other plan of the Company exceeds $100,000, then
to such extent such Options shall not be treated
as ISOs.
(iii) Any Optionee who disposes of shares of Common Stock
acquired on the exercise of an ISO by sale or exchange
either (i) within two years after the date of the grant
of the ISO under which the Common Stock was acquired or
(ii) within one year after the acquisition of such
shares, shall notify the Company of such disposition and
of the amount realized upon such disposition.
8. ADJUSTMENTS
In the event of a stock dividend, stock split or other
subdivision, consolidation, reorganization or change in the
shares of Common Stock or capital structure of the Company, the
number of shares of Common Stock and kind of shares available for
Options and subject to outstanding Options shall be changed and
adjusted proportionately. Similarly, the Option price per share
of outstanding Options shall be appropriately adjusted. With
respect to ISOs, all such adjustments shall be made so as not to
constitute a modification within the meaning of Section 424 of
the Code.
9. CHANGE OF CONTROL, MERGER, CONSOLIDATION OR TENDER OFFER
(a) Acceleration. Notwithstanding the provisions of Section 7(c),
in the event that:
(i) any share exchange or merger or consolidation to which
the Company or the Bank is a party is consummated and
either [i] the Company will not be the surviving or
acquiring corporation or will not own 100% of the
outstanding capital stock of the surviving or acquiring
corporate entity immediately following the consummation
of the transactions contemplated by the plan or agreement
of exchange, merger or consolidation, or [ii] there will
be a twenty-five percent (25%) change in the
proportionate ownership of outstanding shares of voting
stock of the Company as a result of the transactions
contemplated by such plan or agreement of exchange,
merger or consolidation or sale of assets;
(ii) in any transaction or series of transactions,
substantially all of the business or assets of the
Company or the Bank shall be sold to or otherwise
acquired by another corporation or entity that is not a
wholly-owned subsidiary of the Company;
(iii) any person (as that term is used in Sections 13(d) and
14(d) of the Exchange Act) acquires the beneficial
ownership (as that term is used in Section 13(d) of the
Securities Exchange Act of 1934, and the rules and
regulations promulgated thereunder) of stock of the
Company entitled to cast more than 20% of the votes at
the time entitled to be cast generally for the election
of directors; or
(iv) the Board or the shareholders of the Company approve,
adopt, agree to recommend, or accept any agreement,
contract, offer or other arrangement providing for, or
any series of transactions resulting in, any of the
transactions described (i) through (iii) above,
then the exercise dates of all outstanding Options shall
accelerate so that each Option outstanding may thereafter be
exercised.
(b) Reorganization: If the Company shall be a party to a
binding agreement to any share exchange, merger,
consolidation, reorganization or sale of substantially all
the assets of the Company, each outstanding Option shall,
upon consummation thereof, pertain and apply to the
securities and/or property which a share owner of the number
of shares of Common Stock subject to the Option would be
entitled to receive pursuant to such share exchange, merger,
consolidation, reorganization or sale of assets.
(c) Tender Offer, Exchange or Sale: In the event that:
(i) any person other than the Company shall acquire more
than 20% of the Common Stock through a tender offer,
exchange offer or otherwise; or
(ii) a change in the "control" of the Company occurs, as such
term is defined in Rule 405 under the Securities Act of
1933, as amended; or
(iii) there shall be a sale of all or substantially all of the
assets of the Company;
then any outstanding Option held by an Optionee, who is deemed by
the Committee to be a statutory officer ("insider") for purposes
of Section 16 of the Securities Exchange Act of 1934, as amended,
shall be entitled to receive, subject to an entitlement as
provided for below, in lieu of exercise of such Option, to the
extent that it is then exercisable, a cash payment in an amount
equal to the difference between the aggregate exercise price of
such Option, or portion thereof, and (A) in the case of an event
covered by (i) above, the final offer price per share paid for
Common Stock, or such lower price as the Committee may determine
is necessary to preserve an option's ISO status, multiplied by the
number of shares of Common Stock covered by the Option or portion
thereof, or (B) in the case of an event covered by (ii) or (iii)
above, the aggregate Fair Market Value of the shares covered by
the Option, as determined by the Committee at such time.
Any payment which the Company is required to make under this
Section 9(b) shall be made within fifteen business days following
the event which results in the Optionee's right to such payment.
In the event of a tender offer in which fewer than all the shares
which are validly tendered in compliance with such offer are
purchased or exchanged, then only that portion of the shares
covered by an Option as results from multiplying such shares by a
fraction, the numerator of which is the number of shares of Common
Stock acquired pursuant to the offer, and the denominator of which
is the number of shares of Common Stock tendered in compliance
with such offer, shall be used to determine the payment thereupon.
To the extent that all or any portion of an Option shall be
affected by this provision, all or such portion of the Option
shall be terminated.
Notwithstanding the foregoing terms of this Section 9(c), the
Committee may, by unanimous vote and resolution, unilaterally
revoke the benefits of the above provisions; provided, however,
that such vote is taken no later than ten business days following
public announcement of the tender offer or the change of
control, whichever occurs earlier.
10. AMENDMENT AND TERMINATION OF PLAN
(a) Right to Amend or Terminate: The Board, without further
approval of the shareholders, may at any time, and from time
to time, suspend or terminate the Plan in whole or in part or
amend it from time to time in such respects as the Board may
deem appropriate and in the best interests of the Company and
the Bank; provided, however, that no such amendment shall be
made without the approval of the shareholders which would:
(i) materially modify the eligibility requirements for
receiving Options;
(ii) increase the total number of shares of Common Stock
which may be issued pursuant to Options, except as is
provided for in accordance with Section 8;
(iii) except as provided in the Plan, decrease the purchase
price of Common Stock covered by an Option to less than
that required by Section 7(a) of the Plan;
(iv) extend the period of granting Options; or
(v) materially increase in any other way the benefits
accruing to Optionees.
(b) Effect: No amendment, suspension or termination of this Plan
shall, without an Optionee's consent, alter or impair any of
the rights or obligations under any Option theretofore
granted to her or him under the Plan.
(c) Change in Law or Regulations: The Board may amend the Plan,
subject to the limitations cited above, in such manner as it
deems necessary to permit the granting of ISOs meeting the
requirements of future amendments to the Code or the
regulations promulgated thereunder.
11. GOVERNMENT AND OTHER REGULATIONS
The obligation of the Company to issue or transfer and
deliver Option Shares for Options exercised under the Plan shall
be subject to all applicable laws, regulations, rules, orders and
approvals which shall then be in effect and required by
governmental entities and the stock exchanges on which the Common
Stock may be traded. In addition, all transactions contemplated
hereunder shall be subject to, and may be limited by, the
provisions of applicable law including, but not limited to,
federal and state securities laws.
12. MISCELLANEOUS PROVISIONS
(a) No Right to Continued Employment: No person shall have any
claim or right to be granted an Option under the Plan, and
the grant of an Option under the Plan shall not be construed
as giving an Optionee the right to be retained in the employ
of the Company or the Bank. Further, the Company or the
Bank, as the case may be, expressly reserves the right, at
any time, to dismiss an Optionee with or without cause, free
from any liability, or any claim under the Plan, except as
provided herein or in an option agreement.
(b) Restrictions on Transferability: The Committee may require
each person purchasing Option Shares pursuant to an Option to
represent to and agree with the Company in writing that such
person is acquiring the shares without a view to distribution
thereof. The certificates for such shares may include any
legend which the Committee deems appropriate to reflect any
restrictions on transfer. All certificates for shares of
Common Stock delivered under the Plan shall be subject to
such stock-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations and
other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Common Stock is then
listed, and any applicable federal or state securities law,
and the Committee may cause a legend(s) to be put on any such
certificates to make appropriate reference to such
restrictions.
(c) Other Compensation Arrangements: Nothing contained in this
Plan shall prevent the Board from adopting other or
additional compensation arrangements, subject to shareholder
approval if such approval is required; and such arrangements
may be either generally applicable or applicable only in
specific cases.
(d) Tax Withholding: Each participant in the Plan shall, no
later than the date as of which the value of an award under
the Plan first becomes includable in the gross income of the
participant for federal income tax purposes, pay to the
Company or the Bank, as applicable, or make arrangements
satisfactory to the Committee regarding payment of, any
federal, state or local taxes of any kind required by law to
be withheld with respect to the award. The obligations of
the Company under the Plan shall be conditional on such
payment or arrangements and the Company (and, where
applicable, the Bank) shall, to the extent permitted by law,
have the right to deduct any such taxes from any payment of
any kind otherwise due to the participant.
(e) Plan Expenses: Any expenses of administering this Plan shall
be borne by the Company and/or the Bank as they may agree.
(f) Use of Exercise Proceeds: The payment received from
Optionees from the exercise of Options under the Plan shall
be used for the general corporate purpose of the Company.
(g) Construction of the Plan: The place of administration of the
Plan shall be in the Commonwealth of Kentucky, and the
validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and
rights relating to the Plan, shall be determined solely in
accordance with the laws of the Commonwealth of Kentucky.
All Options granted under the Plan which are intended to
qualify as ISOs shall be construed in such a fashion so as to
enable them to meet the requirements of an ISO.
<PAGE>
APPENDIX TO PROXY STATEMENT
FORM OF PROXY CARD
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
MID-AMERICA BANCORP
500 West Broadway
Louisville, Kentucky 40202
PROXY -- ANNUAL MEETING OF STOCKHOLDERS
The undersigned, a shareholder of MID-AMERICA BANCORP,
a Kentucky corporation (the "Company"), hereby appoints BERTRAM
W. KLEIN, ORSON OLIVER and ROBERT H. SACHS, and each of them, the
true and lawful attorneys and proxies with full power of
substitution, for and in the name, place and stead of the
undersigned, to vote all of the shares of Common Stock of the
Company which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Shareholders to be
held in the Label Room of the Executive Inn, Louisville, Kentucky
on Thursday, April 20, 1995 at 10:00 a.m. (E.D.T.), and at any
adjournment thereof.
The undersigned hereby instructs said proxies or their
substitutes:
1. ELECTION OF DIRECTORS.
Nominees: Robert P. Adelberg, Stanley L. Atlas, Martha
Layne Collins, Bruce J. Roth and Bertram W. Klein.
[ ] Vote FOR all nominees listed above [ ] WITHHOLD AUTHORITY
(except those listed below to vote for all
nominees listed above
INSTRUCTION: To withhold authority to vote for any individual
nominee write that nominee's name in the space below.
______________________________________________________________________
2. ADOPT NEW INCENTIVE STOCK OPTION PLAN.
To approve a new Incentive Stock Option Plan.
[ ] For [ ] Against [ ] Abstain
This Proxy is continued on the reverse side. Please sign on the
reverse side and return promptly.
<PAGE>
3. RATIFICATION OF INDEPENDENT AUDITORS.
To ratify the appointment of KPMG Peat Marwick LLP as the
Company's independent auditors to audit the consolidated
financial statements of the Company for the year ending December
31, 1995.
[ ] For [ ] Against [ ] Abstain
This Proxy, when properly executed, will be voted in accordance
with any directions hereinbefore given. Unless otherwise
specified, this proxy will be voted FOR the nominees named above
with the discretionary authority described in the accompanying
proxy statement and FOR Proposals 2 and 3. MANAGEMENT RECOMMENDS
A VOTE FOR THE ABOVE MATTERS.
4. DISCRETIONARY AUTHORITY. To vote with discretionary
authority with respect to all other matters which may properly
come before the meeting.
The undersigned hereby revokes all proxies heretofore given
and ratifies and confirms all that the proxies appointed hereby,
or any of them, or their substitutes, may lawfully do or cause
to be done by virtue thereof. The undersigned hereby
acknowledges receipt of a copy of the Notice of Annual Meeting
and Proxy Statement, both dated March 20, 1995, and a copy of the
Company's Annual Report for the period ended December 31, 1994.
Please sign exactly as shares are registered. If shares
are held by joint tenants, all parties in the joint
tenancy must sign. When signing as attorney, executor,
administrator, trustee or guardian, please indicate the
capacity in which signing. If a corporation, please sign
in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership
name by authorized person.
________________________________________________________
Signature Date
________________________________________________________
Signature, if held jointly Date
Shares
<PAGE>
APPENDIX TO PROXY STATEMENT
COMPENSATION PLAN
<PAGE>
1995 INCENTIVE STOCK OPTION PLAN
of
MID-AMERICA BANCORP
1. PURPOSE OF PLAN
The Mid-America Bancorp 1995 Incentive Stock Option Plan
("Plan") is for certain officers of Mid-America Bancorp
("Company") and its wholly-owned banking subsidiary, Mid-America
Bank of Louisville and Trust Company ("Bank"). The Plan is
intended to provide an incentive to such officers in a manner
which aligns their interests with the long-term interests of the
Company's shareholders. The Plan is intended to advance the best
interests of the Company and the Bank, thereby also enhancing the
value of the Bank and the Company for the benefit of
shareholders. The availability and offering of stock options
under the Plan is further intended to support and increase the
Company's and the Bank's ability to attract and retain
individuals of exceptional managerial talent upon whom, in large
measure, the sustained progress, growth and profitability of the
Company and the Bank depend.
2. DEFINITIONS
For Plan purposes, except where the context might clearly
indicate otherwise, the following terms shall have the meanings
set forth below:
(a) "Bank" shall mean Mid-America Bank of Louisville and Trust
Company, the banking subsidiary of the Company.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(d) "Committee" shall mean the committee of the Board designated
by the Board to administer the Plan. The Committee shall be
composed of three or more members of the Board, each whom (i)
shall be appointed by and serve at the pleasure of the Board
and (ii) shall be a "disinterested person" as that terms is
defined in Rule 16b-3, as in effect from time to time, under
the Securities Exchange Act of 1934, as amended.
(e) "Common Stock" shall mean the no par value Common Stock of the
Company.
(f) "Company" shall mean Mid-America Bancorp.
(g) "Fair Market Value" shall mean, as of any given date, with
respect to any Options granted hereunder, the closing price of
Common Stock on the Composite Tape as published in the Midwest
Edition of The Wall Street Journal; provided, however, that if
the Committee shall reasonably believe that applicable laws or
regulations require a different method by which to determine
Fair Market Value, then the Committee may determine Fair
Market Value by such other method.
(h) "ISO" shall mean an Option which is intended to meet and
comply with the terms and conditions for an incentive stock
option as set forth in Section 422 of the Code.
(i) "Option" shall mean a stock option granted pursuant to the Plan.
(j) "Optionee" shall mean an employee of the Company or the Bank who
has been granted and holds one or more Options under the Plan.
(k) "Option Shares" shall mean shares subject to an Option.
(l) "Plan" shall mean this Incentive Stock Option Plan, as the same may
hereafter be amended.
(m) "Ten Percent Shareholder" shall mean an employee who owns ten
percent (10%) or more of the Common Stock as such amount is
calculated for purposes of Section 422(b)(6) of the Code.
3. ADMINISTRATION
(a) Committee: The Committee shall administer the Plan, and
accordingly, have full power to grant Options, construe and
interpret the Plan, establish rules and regulations, and perform
all other acts, including the delegation of administrative
responsibilities, it believes reasonable and proper. Any action of
the Committee with respect to the administration of the Plan shall
be taken pursuant to the vote of a majority of its members at a
meeting or the written consent of all its members in lieu of a
meeting. The Board may from time to time appoint eligible members
of the Board in substitution for or in addition to members
previously appointed and may fill vacancies in the Committee.
(b) Eligibility: The determination of those eligible to receive
Options, the amount, type and timing of each Option, and the terms
and conditions of the respective Option agreements shall rest in
the sole discretion of the Committee, subject to the provisions of
the Plan.
(c) Inconsistencies: The Committee may correct any defect, supply an
omission or reconcile any inconsistency in the Plan, or in any
granted Option, in the manner and to the extent it shall deem
necessary to carry it into effect.
(d) Final Decisions: Any decision made, or action taken, by the
Committee arising out of or in connection with the interpretation
and administration of the Plan shall be final and conclusive.
(e) Limitation on Liability: No member of the Board or the Committee,
nor any officer or employee of the Company or the Bank acting on
behalf of the Board or the Committee, shall be liable for any
action, failure to act, determination or interpretation taken or
made in good faith with respect to the Plan or any transaction
hereunder. All members of the Board and the Committee and each and
any officer or employee of the Company or the Bank acting on their
behalf shall, to the extent permitted by law, be fully indemnified
and protected by the Company in respect of any such action, failure
to act, determination or interpretation.
4. SHARES SUBJECT TO THE PLAN
The total number of shares of Common Stock reserved and
available for issuance under the Plan shall be 1,000,000. Such
shares may consist, in whole or in part, of authorized and
unissued shares or issued shares which have been reacquired by
the Company. The number of shares of Common Stock available for
grants of Options under the Plan shall be decreased by the sum
of the number of shares with respect to which Options have been
issued and are then outstanding and the number of shares issued
upon exercise of Options, and shall be increased due to the
expiration or termination of Options which have not been
exercised.
5. TERM OF PLAN
No Option shall be granted pursuant to the Plan on or after the
tenth anniversary of the date on which the Plan is adopted by the
Board, but Options theretofore granted may extend beyond that
date.
6. ELIGIBILITY
(a) Eligibility: Consistent with the Plan's purpose, Options
may be granted to employees of the Company and the Bank holding
the following offices in either the Bank or the Company: all
officers holding the title of Chairman of the Board; Chief
Executive Officer; President; Executive Vice President; Senior
Vice President; Vice President; or Assistant Vice President. The
Committee shall determine the date(s) on which Options, if any,
will be granted for each calendar year, and the maximum number
of Option Shares subject to an Option(s) which may be granted
during any calendar year to any individual officer.
7. OPTION TERMS AND CONDITIONS
All Options granted under the Plan shall be evidenced by
agreements which shall be subject to the applicable provisions
of the Plan, and such other provisions as the Committee may
adopt, including the following provisions:
(a) Price: The purchase price of Common Stock covered by each
Option shall be determined by the Committee but shall not
be less than 100% of the Fair Market Value of such stock
on the date of grant; provided, however, that the purchase
price of Common Stock covered by each Option granted to a
Ten Percent Shareholder shall be not less than 110% of the
Fair Market Value of such stock on the date of grant.
(b) Term: Each Option and all rights or obligations thereunder
shall expire on such date as the Committee shall determine, but
not later than the tenth anniversary of the date on which the
Option is granted (not later than the fifth anniversary of the
date on which the Option is granted in the case of an Option
granted to a Ten Percent Shareholder), and shall be subject to
earlier termination as hereinafter provided.
(c) Exercisability: Each Option shall be exercisable at such
time or times and subject to such terms and conditions as
shall be determined by the Committee. If the Committee
provides, in its discretion, that any Option is exercisable only
in installments, the Committee may waive such installment
exercise provisions at any time in whole or in part based on
such factors as the Committee may determine in its sole
discretion. If the Optionee shall not in any given installment
period purchase all of the Option Shares which such Optionee is
entitled to purchase in such installment period, such Optionee's
right to purchase any Option Shares not purchased in such
installment period shall continue until the expiration or sooner
termination of such Optionee's Option.
(d) Method of Exercise: Each Option may be exercised in whole
or in part at any time during the option period, by giving
written notice of exercise to the Company specifying the
number of Option Shares to be purchased, accompanied by
payment in full of the purchase price in accordance with
paragraph (e) of this Section 7. Optionee shall have no
rights to dividends (other than the adjustment rights in
Section 8) or other rights of a shareholder with respect
to Option Shares unless and until the Optionee has given
written notice of exercise, has paid in full for such
shares and, if requested, has given the representation
described in paragraph (b) of Section 12.
(e) Payment: The purchase price of any shares purchased upon
exercise of an Option shall be paid:
(i) in cash or by check at the time of each purchase, or
(ii) at the discretion of the Committee, through the
delivery of shares of Common Stock, including shares
which the Optionee is entitled to receive upon such
exercise, which shall be valued at their aggregate Fair
Market Value on the day of exercise of the Option or
any portion thereof, or
(iii) at the discretion of the Committee, by a combination
of both (i) and (ii) above, or
(iv) such other consideration as shall constitute lawful
consideration for the issuance of Common Stock and be
approved by the Committee (including without limitation,
payment by a broker registered under the Securities
Exchange Act of 1934 against delivery of the certificates
representing such shares, at the direction of the
Optionee).
The Committee may determine acceptable methods for tendering
shares of Common Stock as payment upon exercise of an Option
and may impose such limitations and prohibitions on the use
of Common Stock to exercise an Option as it deems
appropriate.
(f) Non-Transferability: An Option granted under this Plan
shall, by its terms, be non-transferable by the Optionee
other than by will or the laws of descent and distribution,
and shall be exercisable during the Option holder's
lifetime only by the Optionee or the Optionee's court
appointed guardian or legal representative.
(g) Termination of Employment: In the event an Optionee shall
cease to be employed by either the Bank or the Company
while he or she is holding one or more Options, each
Option held shall expire at the earlier of the expiration
of the Option's term or the following:
(i) three months after termination due to normal retirement,
or earlier retirement with Committee consent, under a
formal plan or policy of the Company;
(ii) three months after an Optionee's resignation or
termination without cause;
(iii) one year after termination due to disability within
the meaning of Section 22(d)(4) of the Code, as
determined by the Committee;
(iv) one year after the Optionee's death; or
(v) coincident with the date of termination if due to any
other reason.
In the event of death following termination of employment for
any of the reasons set forth in clauses (i), (ii) and (iii)
above while any portion of an Option remains exercisable, the
Committee, in its discretion, may provide for an extension of
the exercise period of up to one year after the Optionee's
death, but not beyond the expiration of the term of the
Option.
(h) Leaves of Absence. The Committee may, in its discretion,
treat all or any portion of any period during which an
Optionee is on military or on an approved leave of absence
from the Company or the Bank as a period of employment of
such Optionee by the Company or the Bank for purposes of
the Plan. Notwithstanding the foregoing, if a leave of
absence exceeds ninety (90) days and reemployment is not
guaranteed by contract or statute, the Optionee's employment
by the Company and/or the Bank for the purposes of the Plan
shall be deemed to have terminated, without cause, on the 91st
day of the leave.
(i) ISOs: Notwithstanding any other provisions of the Plan,
the following provisions will apply:
(i) Except as otherwise provided in (ii) below, or the
Committee specifically determines otherwise, all Options
granted hereunder shall be ISOs.
(ii) If the aggregate Fair Market Value of the shares of
Common Stock, determined as of the date an Option is
granted, with respect to which Options are exercisable
for the first time by an Optionee during any calendar
year under the Plan or any other plan of the Company
exceeds $100,000, then to such extent such Options
shall not be treated as ISOs.
(iii) Any Optionee who disposes of shares of Common Stock
acquired on the exercise of an ISO by sale or
exchange either (i) within two years after the date
of the grant of the ISO under which the Common Stock
was acquired or (ii) within one year after the
acquisition of such shares, shall notify the Company
of such disposition and of the amount realized upon
such disposition.
8. ADJUSTMENTS
In the event of a stock dividend, stock split or other subdivision,
consolidation, reorganization or change in the shares of Common Stock or
capital structure of the Company, the number of shares of Common Stock and
kind of shares available for Options and subject to outstanding Options
shall be changed and adjusted proportionately. Similarly, the Option price
per share of outstanding Options shall be appropriately adjusted. With
respect to ISOs, all such adjustments shall be made so as not to constitute
a modification within the meaning of Section 424 of the Code.
9. CHANGE OF CONTROL, MERGER, CONSOLIDATION OR TENDER OFFER
(a) Acceleration. Notwithstanding the provisions of Section
7(c), in the event that:
(i) any share exchange or merger or consolidation to which
the Company or the Bank is a party is consummated and
either [i] the Company will not be the surviving or
acquiring corporation or will not own 100% of the
outstanding capital stock of the surviving or acquiring
corporate entity immediately following the consummation
of the transactions contemplated by the plan or agreement
of exchange, merger or consolidation, or [ii] there will
be a twenty-five percent (25%) change in the proportion-
ate ownership of outstanding shares of voting stock of
the Company as a result of the transactions contemplated
by such plan or agreement of exchange, merger or consoli-
dation or sale of assets;
(ii) in any transaction or series of transactions, substan-
tially all of the business or assets of the Company or
the Bank shall be sold to or otherwise acquired by
another corporation or entity that is not a wholly-
owned subsidiary of the Company;
(iii) any person (as that term is used in Sections 13(d) and
14(d) of the Exchange Act) acquires the beneficial
ownership (as that term is used in Section 13(d) of the
Securities Exchange Act of 1934, and the rules and
regulations promulgated thereunder) of stock of the
Company entitled to cast more than 20% of the votes at
the time entitled to be cast generally for the election
of directors; or
(iv) the Board or the shareholders of the Company approve,
adopt, agree to recommend, or accept any agreement,
contract, offer or other arrangement providing for, or
any series of transactions resulting in, any of the
transactions described (i) through (iii) above,
then the exercise dates of all outstanding Options shall
accelerate so that each Option outstanding may thereafter be
exercised.
(b) Reorganization: If the Company shall be a party to a
binding agreement to any share exchange, merger, consoli-
dation, reorganization or sale of substantially all the
assets of the Company, each outstanding Option shall, upon
consummation thereof, pertain and apply to the securities
and/or property which a share owner of the number of
shares of Common Stock subject to the Option would be
entitled to receive pursuant to such share exchange,
merger, consolidation, reorganization or sale of assets.
(c) Tender Offer, Exchange or Sale: In the event that:
(i) any person other than the Company shall acquire more than
20% of the Common Stock through a tender offer, exchange
offer or otherwise; or
(ii) a change in the "control" of the Company occurs, as
such term is defined in Rule 405 under the Securities
Act of 1933, as amended; or
(iii) there shall be a sale of all or substantially all of
the assets of the Company;
then any outstanding Option held by an Optionee, who is
deemed by the Committee to be a statutory officer ("insider")
for purposes of Section 16 of the Securities Exchange Act of
1934, as amended, shall be entitled to receive, subject to an
entitlement as provided for below, in lieu of exercise of
such Option, to the extent that it is then exercisable, a
cash payment in an amount equal to the difference between the
aggregate exercise price of such Option, or portion thereof,
and (A) in the case of an event covered by (i) above, the
final offer price per share paid for Common Stock, or such
lower price as the Committee may determine is necessary to
preserve an option's ISO status, multiplied by the number of
shares of Common Stock covered by the Option or portion
thereof, or (B) in the case of an event covered by (ii) or
(iii) above, the aggregate Fair Market Value of the shares
covered by the Option, as determined by the Committee at such
time.
Any payment which the Company is required to make under this
Section 9(b) shall be made within fifteen business days
following the event which results in the Optionee's right to
such payment. In the event of a tender offer in which fewer
than all the shares which are validly tendered in compliance
with such offer are purchased or exchanged, then only that
portion of the shares covered by an Option as results from
multiplying such shares by a fraction, the numerator of which
is the number of shares of Common Stock acquired pursuant to
the offer, and the denominator of which is the number of
shares of Common Stock tendered in compliance with such
offer, shall be used to determine the payment thereupon. To
the extent that all or any portion of an Option shall be
affected by this provision, all or such portion of the Option
shall be terminated.
Notwithstanding the foregoing terms of this Section 9(c), the
Committee may, by unanimous vote and resolution, unilaterally
revoke the benefits of the above provisions; provided,
however, that such vote is taken no later than ten business
days following public announcement of the tender offer or the
change of control, whichever occurs earlier.
10. AMENDMENT AND TERMINATION OF PLAN
(a) Right to Amend or Terminate: The Board, without further
approval of the shareholders, may at any time, and from
time to time, suspend or terminate the Plan in whole or in
part or amend it from time to time in such respects as the
Board may deem appropriate and in the best interests of
the Company and the Bank; provided, however, that no such
amendment shall be made without the approval of the
shareholders which would:
(i) materially modify the eligibility requirements for
receiving Options;
(ii) increase the total number of shares of Common Stock
which may be issued pursuant to Options, except as is
provided for in accordance with Section 8;
(iii) except as provided in the Plan, decrease the purchase price of
Common Stock covered by an Option to less than that required
by Section 7(a) of the Plan;
(iv) extend the period of granting Options; or
(v) materially increase in any other way the benefits
accruing to Optionees.
(b) Effect: No amendment, suspension or termination of this
Plan shall, without an Optionee's consent, alter or impair
any of the rights or obligations under any Option thereto-
fore granted to her or him under the Plan.
(c) Change in Law or Regulations: The Board may amend the
Plan, subject to the limitations cited above, in such
manner as it deems necessary to permit the granting of
ISOs meeting the requirements of future amendments to the
Code or the regulations promulgated thereunder.
11. GOVERNMENT AND OTHER REGULATIONS
The obligation of the Company to issue or transfer and deliver
Option Shares for Options exercised under the Plan shall be
subject to all applicable laws, regulations, rules, orders and
approvals which shall then be in effect and required by
governmental entities and the stock exchanges on which the Common
Stock may be traded. In addition, all transactions contemplated
hereunder shall be subject to, and may be limited by, the provi-
sions of applicable law including, but not limited to, federal
and state securities laws.
12. MISCELLANEOUS PROVISIONS
(a) No Right to Continued Employment: No person shall have
any claim or right to be granted an Option under the Plan,
and the grant of an Option under the Plan shall not be
construed as giving an Optionee the right to be retained
in the employ of the Company or the Bank. Further, the
Company or the Bank, as the case may be, expressly
reserves the right, at any time, to dismiss an Optionee
with or without cause, free from any liability, or any
claim under the Plan, except as provided herein or in an
option agreement.
(b) Restrictions on Transferability: The Committee may
require each person purchasing Option Shares pursuant to
an Option to represent to and agree with the Company in
writing that such person is acquiring the shares without
a view to distribution thereof. The certificates for such
shares may include any legend which the Committee deems
appropriate to reflect any restrictions on transfer. All
certificates for shares of Common Stock delivered under
the Plan shall be subject to such stock-transfer orders
and other restrictions as the Committee may deem advisable
under the rules, regulations and other requirements of the
Securities and Exchange Commission, any stock exchange
upon which the Common Stock is then listed, and any
applicable federal or state securities law, and the
Committee may cause a legend(s) to be put on any such
certificates to make appropriate reference to such
restrictions.
(c) Other Compensation Arrangements: Nothing contained in
this Plan shall prevent the Board from adopting other or
additional compensation arrangements, subject to share-
holder approval if such approval is required; and such
arrangements may be either generally applicable or
applicable only in specific cases.
(d) Tax Withholding: Each participant in the Plan shall, no
later than the date as of which the value of an award
under the Plan first becomes includable in the gross
income of the participant for federal income tax purposes,
pay to the Company or the Bank, as applicable, or make
arrangements satisfactory to the Committee regarding
payment of, any federal, state or local taxes of any kind
required by law to be withheld with respect to the award.
The obligations of the Company under the Plan shall be
conditional on such payment or arrangements and the
Company (and, where applicable, the Bank) shall, to the
extent permitted by law, have the right to deduct any such
taxes from any payment of any kind otherwise due to the
participant.
(e) Plan Expenses: Any expenses of administering this Plan
shall be borne by the Company and/or the Bank as they may
agree.
(f) Use of Exercise Proceeds: The payment received from
Optionees from the exercise of Options under the Plan
shall be used for the general corporate purpose of the
Company.
(g) Construction of the Plan: The place of administration of
the Plan shall be in the Commonwealth of Kentucky, and the
validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and
rights relating to the Plan, shall be determined solely in
accordance with the laws of the Commonwealth of Kentucky.
All Options granted under the Plan which are intended to
qualify as ISOs shall be construed in such a fashion so as
to enable them to meet the requirements of an ISO.
