<PAGE>
As filed with the Securities and Exchange Commission on October 7, 1999
Registration Statement No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-----------------------
UNITED FINANCIAL BANKING COMPANIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Virginia 54-1201253
(State or Other Jurisdiction of (IRS Employer I.D. Number)
Incorporation or Organization)
8399 Leesburg Pike, Vienna, Virginia 22182
(Address of Principal Executive Offices) (Zip Code)
1990 Executive Stock Plan; 1999 Executive Stock Plan;
1996 Directors Plan; 1999 Directors Plan
(Full Title of Plans)
Harold C. Rauner, President
United Financial Banking Companies, Inc.
8399 Leesburg Pike
Vienna, Virginia 22182
(Name, Address, and Telephone Number of Agent for Service)
Copies to:
David H. Baris, Esquire
Noel M. Gruber, Esquire
Kennedy, Baris & Lundy, L.L.P.
Suite 300
4719 Hampden Lane
Bethesda, Maryland 20814
___________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount/Shares to be Proposed Maximum Proposed Maximum Aggregate Amount of
to be Registered Registered Offering per Share(1) Offering Price(1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 162,880 $9.00 $1,386,047 $385.32
par value
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the aggregate exercise prices of outstanding options to which
this Registration Statement relates, and the market price of options which
remain to be exercised, in accordance with the provisions of Rule 457(h)(1)
under the Securities Act of 1933.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Certain Documents by Reference.
The following documents filed with Securities and Exchange Commission are
hereby incorporated by reference herein:
(1) United Financial Banking Companies, Inc.'s Annual Report on Form 10-
KSB for the year ended December 31, 1998;
(2) United Financial Banking Companies, Inc.'s Quarterly Reports on Form
10-QSB for the quarters ended March 31, 1999 and June 30, 1999;
(3) The description of United Financial Banking Companies, Inc.'s Common
Stock contained in its Registration Statement on Form 8-A; and
(4) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act by United Financial Banking Companies, Inc. since the end
of the year covered in its Annual Report referred to in (1) above.
All documents filed by United Financial Banking Companies, Inc. pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof, and prior to the filing of a post-effective
amendment hereto which indicates that all securities offered hereby shall have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
ITEM 4. Description of Securities
As the securities to be issued pursuant to this registration statement are
registered under Section 12 of the Securities Exchange Act of 1934, this item is
inapplicable.
ITEM 5. Interest of Named Experts and Counsel.
Not Applicable.
ITEM 6. Indemnification of Directors and Officers
UFBC's Bylaws provide that the Company shall, to the full extent required
or permitted by the Virginia Stock Corporation Act or other applicable law,
indemnify an officer or director of the company who is or was a party to any
proceeding by reason of the fact of service as an officer or director, or
service at UFBC's request as an officer, director, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise.
The Virginia Stock Corporation Act provides in relevant part as follows:
(S) 13.1-696
Definitions
In this article:
"Corporation" includes any domestic or foreign predecessor entity of a
corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.
"Director" means an individual who is or was a director of a corporation or an
individual who, while a director of a corporation, is or was serving at the
corporation's request as a director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan, or other enterprise. A director is considered to
be serving an employee benefit plan at the corporation's request if his duties
to the corporation also impose duties on, or otherwise involve services by, him
to the plan or to participants in or beneficiaries of the plan. "Director"
includes, unless the context requires otherwise, the estate or personal
representative of a director.
"Expenses" includes counsel fees.
"Liability" means the obligation to pay a judgment, settlement, penalty, fine,
including any excise tax assessed with respect to an employee benefit plan, or
reasonable expenses incurred with respect to a proceeding.
II-1
<PAGE>
"Official capacity" means, (i) when used with respect to a director, the office
of director in a corporation; or (ii) when used with respect to an individual
other than a director, as contemplated in (S)13.1-702, the office in a
corporation held by the officer or the employment or agency relationship
undertaken by the employee or agent on behalf of the corporation. "Official
capacity" does not include service for any other foreign or domestic corporation
or any partnership, joint venture, trust, employee benefit plan, or other
enterprise.
"Party" includes an individual who was, is, or is threatened to be made a named
defendant or respondent in a proceeding.
"Proceeding" means any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal.
(S) 13.1-697
Authority to indemnify
A. Except as provided in subsection D of this section, a corporation may
indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred in the proceeding if:
1. He conducted himself in good faith; and
2. He believed:
a. In the case of conduct in his official capacity with the corporation, that
his conduct was in its best interests; and
b. In all other cases, that his conduct was at least not opposed to its best
interests; and
3. In the case of any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful.
B. A director's conduct with respect to an employee benefit plan for a purpose
he believed to be in the interests of the participants in and beneficiaries of
the plan is conduct that satisfies the requirement of subdivision 2 b of
subsection A of this section.
C. The termination of a proceeding by judgment, order, settlement or conviction
is not, of itself, determinative that the director did not meet the standard of
conduct described in this section.
D. A corporation may not indemnify a director under this section:
1. In connection with a proceeding by or in the right of the corporation in
which the director was adjudged liable to the corporation; or
2. In connection with any other proceeding charging improper personal benefit to
him, whether or not involving action in his official capacity, in which he was
adjudged liable on the basis that personal benefit was improperly received by
him.
E. Indemnification permitted under this section in connection with a proceeding
by or in the right of the corporation is limited to reasonable expenses incurred
in connection with the proceeding.
(S) 13.1-698
Mandatory indemnification
Unless limited by its articles of incorporation, a corporation shall indemnify a
director who entirely prevails in the defense of any proceeding to which he was
a party because he is or was a director of the corporation against reasonable
expenses incurred by him in connection with the proceeding.
(S) 13.1-699
Advance for expenses
A. A corporation may pay for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding in advance of final disposition of the
proceeding if:
1. The director furnishes the corporation a written statement of his good faith
belief that he has met the standard of conduct described in (S) 13.1-697;
2. The director furnishes the corporation a written undertaking, executed
personally or on his behalf, to repay the advance if it is ultimately determined
that he did not meet the standard of conduct; and
3. A determination is made that the facts then known to those making the
determination would not preclude indemnification under this article.
B. The undertaking required by subdivision 2 of subsection A of this section
shall be an unlimited general obligation of the director but need not be secured
and may be accepted without reference to financial ability to make repayment.
C. Determinations and authorizations of payments under this section shall be
made in the manner specified in (S)13.1-701.
(S) 13.1-700.1
Court orders for advances, reimbursement or indemnification
A. An individual who is made a party to a proceeding because he is or was a
director of a corporation may apply to a court for an order directing the
corporation to make advances or reimbursement for expenses or to provide
indemnification. Such application may be made to the court conducting the
proceeding or to another court of competent jurisdiction.
B. The court shall order the corporation to make advances and/or reimbursement
for expenses or to provide
II-2
<PAGE>
indemnification if it determines that the director is entitled to such advances,
reimbursement or indemnification and shall also order the corporation to pay the
director's reasonable expenses incurred to obtain the order.
C. With respect to a proceeding by or in the right of the corporation, the court
may (i) order indemnification of the director to the extent of his reasonable
expenses if it determines that, considering all the relevant circumstances, the
director is entitled to indemnification even though he was adjudged liable to
the corporation and (ii) also order the corporation to pay the director's
reasonable expenses incurred to obtain the order of indemnification.
D. Neither (i) the failure of the corporation, including its board of directors,
its independent legal counsel and its shareholders, to have made an independent
determination prior to the commencement of any action permitted by this section
that the applying director is entitled to receive advances and/or reimbursement
nor (ii) the determination by the corporation, including its board of directors,
its independent legal counsel and its shareholders, that the applying director
is not entitled to receive advances and/or reimbursement or indemnification
shall create a presumption to that effect or otherwise of itself be a defense to
that director's application for advances for expenses, reimbursement or
indemnification.
(S) 13.1-701
Determination and authorization of indemnification
A. A corporation may not indemnify a director under (S)13.1-697 unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because he
has met the standard of conduct set forth in (S)13.1-697.
B. The determination shall be made:
1. By the board of directors by a majority vote of a quorum consisting of
directors not at the time parties to the proceeding;
2. If a quorum cannot be obtained under subdivision 1 of this subsection, by
majority vote of a committee duly designated by the board of directors (in which
designation directors who are parties may participate), consisting solely of two
or more directors not at the time parties to the proceeding;
3. By special legal counsel:
a. Selected by the board of directors or its committee in the manner prescribed
in subdivisions 1 and 2 of this subsection; or
b. If a quorum of the board of directors cannot be obtained under subdivision 1
of this subsection and a committee cannot be designated under subdivision 2 of
this subsection, selected by majority vote of the full board of directors, in
which selection directors who are parties may participate; or
4. By the shareholders, but shares owned by or voted under the control of
directors who are at the time parties to the proceeding may not be voted on the
determination.
C. Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subdivision 3
of subsection B of this section to select counsel.
(S) 13.1-702
Indemnification of officers, employees and agents
Unless limited by a corporation's articles of incorporation,
1. An officer of the corporation is entitled to mandatory indemnification under
(S)13.1-698 and is entitled to apply for court-ordered indemnification under
(S)13.1-700.1, in each case to the same extent as a director; and
2. The corporation may indemnify and advance expenses under this article to an
officer, employee, or agent of the corporation to the same extent as to a
director.
(S) 13.1-703
Insurance
A corporation may purchase and maintain insurance on behalf of an individual who
is or was a director, officer, employee, or agent of the corporation, or who,
while a director, officer, employee, or agent of the corporation, is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise,
against liability asserted against or incurred by him in that capacity or
arising from his status as a director, officer, employee, or agent, whether or
not the corporation would have power to indemnify him against the same liability
under (S)13.1-697 or (S)13.1-698.
(S) 13.1-704
Application of article
A. Unless the articles of incorporation or bylaws expressly provide otherwise,
any authorization of indemnification in the articles of incorporation or bylaws
shall not be deemed to prevent the corporation from providing the indemnity
permitted or mandated by this article.
B. Any corporation shall have power to make any further indemnity, including
indemnity with respect to a
II-3
<PAGE>
proceeding by or in the right of the corporation, and to make additional
provision for advances and reimbursement of expenses, to any director, officer,
employee or agent that may be authorized by the articles of incorporation or any
bylaw made by the shareholders or any resolution adopted, before or after the
event, by the shareholders, except an indemnity against (i) his willful
misconduct, or (ii) a knowing violation of the criminal law. Unless the articles
of incorporation, or any such bylaw or resolution expressly provide otherwise,
any determination as to the right to any further indemnity shall be made in
accordance with (S)13.1-701 B. Each such indemnity may continue as to a person
who has ceased to have the capacity referred to above and may inure to the
benefit of the heirs, executors and administrators of such a person.
C. No right provided to any person pursuant to this section may be reduced or
eliminated by any amendment of the articles of incorporation or bylaws with
respect to any act or omission occurring before such amendment.
ITEM 7. Exemption From Registration Claimed.
As no restricted securities are to be reoffered or resold pursuant to this
registration statement, this item is inapplicable.
ITEM 8. Exhibits.
The exhibits required by Item 601 of Regulation S-K and this item are
included following the Exhibit Index at Page II-9 hereof.
ITEM 9. Undertakings.
The Registrant hereby undertakes that it will:
(1) file, during any period in which it offers or sells securities, a post-
effective amendment to this registration statement to: (i) include any
prospectus required by section 10(a)(3) of the Securities Act of 1933 (the
"Act"); (ii) reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information in the registration statement; and (iii)
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
(2) for determining liability under the Act, treat each post-effective
amendment as a new registration statement relating to the securities offered,
and the offering of the securities at that time to be the initial bona fide
offering.
(3) file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Bethesda,
State of Maryland on October 4, 1999.
UNITED FINANCIAL BANKING COMPANIES, INC.
By: /s/ Harold C. Rauner
---------------------
Harold C. Rauner
President and Chief Executive Officer
In accordance with the requirements of the Securities Act, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
Signatures Title Date
/s/ Manuel V. Fernandez Vice Chairman of the Board October 4, 1999
- ----------------------- of Directors
Manuel V. Fernandez
/s/ William J. McCormick, Jr. Director October 4, 1999
- ------------------------------
William J. McCormick, Jr.
/s/ Dennis I. Meyer Director October 4, 1999
- --------------------
Dennis I. Meyer
/s/ Edward H. Pechan Director October 4, 1999
- ---------------------
Edward H. Pechan
/s/ Harold C. Rauner President, Chief Executive October 4, 1999
- --------------------- Officer and Director
Harold C. Rauner (Principal Executive Officer)
/s/ Sharon A. Stakes Executive Vice President and October 4, 1999
- --------------------- Director
Sharon A. Stakes
/s/ Jeffery T. Valcourt Chairman of the Board of October 4, 1999
- ----------------------- Directors
Jeffery T. Valcourt
/s/ Lisa M. Porter Chief Financial Officer October 4, 1999
- ------------------- (Principal Accounting and
Lisa M. Porter Financial Officer)
II-5
<PAGE>
Index to Exhibits
Exhibit
Number Description
- ------- -----------
4(a) United Financial Banking Companies 1990 Executive Stock Plan
4(b) United Financial Banking Companies 1999 Executive Stock Plan
4(c) United Financial Banking Companies 1996 Directors Stock Plan
4(d) United Financial Banking Companies 1999 Directors Stock Plan
5 Opinion of Kennedy, Baris & Lundy, L.L.P.
23(a) Consent of Kennedy, Baris & Lundy, L.L.P., included in Exhibit 5
23(b) Consent of D.R. Maxfield & Company
<PAGE>
EXHIBIT 4(a)
UNITED FINANCIAL BANKING COMPANIES, INC.
1990 EXECUTIVE STOCK PLAN
ARTICLE I
Definitions
1.01 Affiliate means any "subsidiary" or "parent corporation" (within the
---------
meaning of Section 422A of the Code) of the Company.
1.02 Agreement means a written agreement (including any amendment or
---------
supplement thereto) between the Company and a Participant specifying the terms
and conditions of an Option SAR, granted to such Participant.
1.03 Board means the Board of Directors of the Company.
-----
1.04 Book Value means the fully diluted book value of a share as
----------
determined for financial reporting purposes by the certified public accountants
for the Company.
1.05 Change of Control means and shall be deemed to have taken place if:
-----------------
(i) a third person, including a "group" as defined in Section 13 (d) (3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 20 percent or more of the total number of votes that may be cast
for the election of directors of the Company; or, (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election, or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of the Company or any successor to the Company.
1.06 Change of Control Date is the date on which an event described in (i)
----------------------
or (ii) of Section 1.05 occurs.
1.07 Code means the Internal Revenue Code of 1986, and any amendments
----
thereto.
1.08 Committee means the Executive Compensation Committee of the Board.
---------
1.09 Common Stock means the common stock of the Company.
------------
1.10 Company means United Financial Banking Companies, Inc.
-------
1.11 Fair Market Value means, on any given date, the closing price of a
-----------------
share of Common Stock as reported by such source as the Committee may select, or
as may be determined by the Board of Directors in such manner as the Board may
deem reasonable.
1.12 Incentive Stock Option means an Option that is intended to qualify as
----------------------
an "incentive stock option" under Section 422A of the Code.
1.13 Initial Value means, with respect to an SAR, the Book Value of one
-------------
share of Common Stock on the date of grant, as set forth in the Agreement.
1.14 Non-Qualified Stock Option means an option other than an Incentive
--------------------------
Stock Option.
1.15 Option means a stock option that entitles the holder to purchase from
------
the Company a stated number of shares of Common Stock at the price set forth in
an Agreement.
1.16 Option Price means the price per share for Common Stock purchased on
------------
the exercise of an Option as provided in Article VI.
1.17 Participant means an employee of the Company or of a Subsidiary,
-----------
including an employee who is a member of the Board, who satisfies the
requirements of Article IV and is selected by the Committee to receive an Option
or SAR award.
<PAGE>
1.18 Plan means the United Financial Banking Companies, Inc. 1990
----
Executive Stock Plan.
1.19 SAR means a stock appreciation right that entitles the holder to
---
receive, with respect to each share of Common Stock encompassed by the exercise
of such SAR, the lesser of (a) the excess of the Book Value at the time of
exercise over the Initial Value of the SAR or (b) the Initial Value of the SAR.
1.20 Securities Broker means the registered securities broker acceptable
-----------------
to the Company who agrees to effect the cashless exercise of an Option pursuant
to Section 8.05 hereof.
1.21 Subsidiary means any corporation (other than the Company) in an
----------
unbroken chain of corporations beginning with the Company if each of the
corporations in the chain (other than the last corporation) owns stock
possessing at least 50 percent of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
ARTICLE II
Purposes
2.01 The Plan is intended to assist the Company in recruiting and
retaining key employees with ability and initiative by enabling employees who
contribute significantly to the Company or an Affiliate to participate in its
future success and to associate their interests with those of the Company and
its shareholders. The Plan in intended to permit the issuance of Options
qualifying as Incentive Stock Options or Non-Qualified Stock Options as
designated by the Committee at time of grant, and SARs. No Option that is
intended to be an Incentive Stock Option, however, shall be invalid for failure
to qualify as an Incentive Stock Option under Section 422A of the Code but shall
be treated as a Non-Qualified Stock Option. The proceeds received by the
Company from the sale of Common Stock pursuant to this Plan shall be used for
general corporate purposes.
ARTICLE III
Administration
3.01 The Plan shall be administered by the Committee. The Committee shall
-----------------------------------------------
have authority to grant Options and SARs, separately, in combination or in
tandem, upon such terms (not inconsistent with the provisions of this Plan) as
the Committee may consider appropriate. The terms of such grants and awards may
include conditions (in addition to those contained in this Plan) on the
exercisability of all or any part of an Option or SAR (such as the terms of
exercise, the Option Price, service or financial performance related vesting,
transferability, and termination). Notwithstanding any such conditions, the
Committee may, in its discretion, accelerate the time at which any Option or SAR
may be exercised; provided, however, that such acceleration shall not affect the
applicability of Section 4.02 (relating to the limitation on the number of
Incentive Stock Options that may become exercisable in a calendar year). In
addition, the Committee shall have complete authority to interpret all
provisions of this Plan; to prescribe the form of Agreements including such
covenants not to compete and confidentiality provisions as the Committee shall
require thereunder; to adopt, amend, and rescind rules and regulations
pertaining to the administration of the Plan; and to make all other
determinations necessary or advisable for the administration of this Plan.
The express grant in the Plan of any specific power to the Committee shall
not be construed as limiting any power or authority of the Committee. Any
decision made, or action taken, by the Committee or in connection with the
administration of this Plan shall be final and conclusive. No member of the
Committee shall be liable for any act done in good faith with respect to this
Plan or any Agreement, Option or SAR award. All expenses of administering this
Plan shall be borne by the Company.
ARTICLE IV
Eligibility
4.01 General. Any employee of the Company or of any Subsidiary (including
-------
any corporation that becomes a Subsidiary after the adoption of this Plan) who,
in the judgment of the Committee, has contributed significantly or can be
expected to contribute significantly to the profits or growth of the Company or
a Subsidiary may receive one or more Options or SAR awards, or any combination
thereof. A person who is a member of the Committee may not be granted Options
or SARs under this Plan while he is a member of the Committee.
<PAGE>
4.02 Grants. The Committee will designate individuals to whom Options and
------
SAR awards are to be granted and will specify the number of shares of Common
Stock subject to each grant. An Option may be granted with or without a related
SAR. An SAR may be granted with or without a related Option. All Options or
SARs granted under this Plan shall be evidenced by Agreements which shall be
subject to applicable provisions of this Plan and to such other provisions as
the Committee may adopt. No Participant may be granted Options that are
Incentive Stock Options, (under all Incentive Stock Option Plans of the Company
and Affiliates) which are first exercisable in any calendar year for stock
having an aggregate Fair Market Value (determined as of the date an Option is
granted) exceeding $100,000.
4.03 Designation of Option as an Incentive Stock Option or a Non-Qualified
---------------------------------------------------------------------
Stock Option. The Committee will designate at the time an Option is granted
- ------------
whether the Option is to be treated as an Incentive Stock Option or a Non-
Qualified Stock Option. In the absence, however, of any such designation, such
Option shall be treated as an Incentive Stock Option.
ARTICLE V
Stock Subject to Plan
5.01 Maximum Number of Shares to be Awarded. Upon the exercise of any
--------------------------------------
Option, the Company may deliver to the Participant authorized but previously
unissued shares of Common Stock or previously issued shares of Common Stock
reacquired by the Company. The maximum aggregate number of shares of Common
Stock that may be issued pursuant to this Plan is 190,000, subject, however, to
being increased (but not decreased) annually by three (3) percent of the amount,
if any, by which the total number of shares of Common Stock outstanding as of
the last day of the Company's fiscal year exceeds the total number of shares of
Common Stock outstanding as of the first day of such fiscal year (other than
increases from the issuance of Common Stock under this Plan or as a result of
the application of Article IX). This annual adjustment shall first be made
beginning with the Company's fiscal year beginning on January 1, 1990. The
maximum number of shares of Common Stock that may be issued pursuant to the
exercise of Options is subject to further adjustments (after taking into account
the preceding annual adjustment) as provided in Article IX. If an Option is
terminated, in whole or in part, for any reason other that its exercise, the
number of shares of Common Stock allocated to the Option or portion thereof may
be reallocated to other Options to be granted under this Plan.
5.02 Independent SARs. Upon the exercise of an SAR granted independently
----------------
of an Option, the Company may deliver to the Participant authorized but
previously unissued Common Stock, cash, or a combination thereof as provided in
Section 8.03. The maximum aggregate number of shares of Common Stock that may
be issued pursuant to SARs that are granted independently of Options is subject
to the provisions of Section 5.01 hereof.
ARTICLE VI
Option Price
6.01 The price per share for Common Stock purchased on the exercise of an
Option shall be fixed by the Committee on the date of grant; provided, however,
that in the case of an Option that is an Incentive Stock Option, the price per
share shall not be less than the Fair Market Value on such date; provided,
further, that the price per share shall not be less than Book Value.
ARTICLE VII
Exercise of Options
7.01 Maximum Option or SAR Period. The maximum period in which an Option
----------------------------
or SAR may be exercised shall be determined by the Committee on the date of
grant; provided, however that an Incentive Stock Option or related SAR shall not
be exercisable after the expiration of 10 years from the date the Incentive
Stock Option was granted. The terms of any Incentive Stock Option or SAR may
provide that it is exercisable for a period less than such maximum period.
7.02 Nontransferability. Any Option or SAR granted under this Plan shall
------------------
be nontransferable except by will or by the laws of descent and distribution.
In the event of any such transfer, the Option and any related SAR must be
transferred to the same person or persons, trust or estate. During the lifetime
of the Participant to whom an Incentive Stock Option or related SAR is granted,
the Option or SAR may be exercised only by the Participant. No right or
interest of a
<PAGE>
Participant in any Option or SAR shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.
7.03 Employee Status. For purposes of determining the applicability of
---------------
Section 422A of the Code (relating to incentive stock options), or in the event
that the terms of any Option or SAR provide that it may be exercised only during
employment or within a specified period of time after termination of employment,
the Committee may decide to what extent leaves of absence for governmental or
military service, illness, temporary disability, or other reasons shall not be
deemed interruptions of continuous employment.
ARTICLE VIII
Method of Exercise
8.01 Exercise. Subject to the provisions of Articles VII and XII, an
--------
Option or SAR may be exercised in whole at any time or in part from time to time
at such times and in compliance with such requirements as the Committee shall
determine; provided, however, that an SAR that is related to an Option may be
exercised only to the extent that the related Option is exercisable and when the
Fair Market Value exceeds the Option Price of the related Option. An Option or
SAR granted under this Plan may be exercised with respect to any number of whole
shares less than the full number for which the Option or SAR could be exercised.
Such partial exercise of an Option or SAR shall not affect the right to exercise
the Option or SAR from time to time in accordance with this Plan with respect to
remaining shares subject to the Option or related SAR. The exercise of an Option
shall result in the termination of the SAR to the extent of the number of shares
with respect to which the Option is exercised.
8.02 Payment. Unless otherwise provided by the Agreement, payment of the
-------
Option Price shall be made in cash or a cash equivalent acceptable to the
Committee. If the Agreement provides, payment of all or part of the Option
Price may be made by surrendering shares of Common Stock to the Company. If
Common Stock is used to pay all or part of the Option Price, the shares
surrendered must have a Fair Market Value (determined as of the day preceding
the date of exercise) that is not less than such price or part thereof. In
addition, the Committee may establish such payment or other terms as it may deem
to be appropriate and consistent with these purposes.
8.03 Determination of Payment of Cash and/or Common Stock Upon Exercise of
---------------------------------------------------------------------
SAR. At the Committee's discretion, the amount payable as a result of the
- ---
exercise of an SAR may be settled in cash, Common Stock, or a combination of
cash and Common Stock. No fractional shares shall be delivered upon the
exercise of an SAR but a cash payment will be made in lieu thereof.
8.04 Shareholder Rights. No participant shall have any rights as a
------------------
stockholder with respect to shares subject to his Option or SAR until the date
he exercises such Option or SAR.
8.05 Cashless Exercise. To the extent permitted under the applicable laws
-----------------
and regulations, at the written request of the Participant and with the consent
of the Committee upon such terms as it shall specify, the Company agrees to
cooperate in a "cashless exercise" of the Option. The cashless exercise shall
be effected by the Participant delivering to the Securities Broker written
instructions to exercise all or part of the Option on behalf of the Participant
including instructions to sell a sufficient number of shares of Common Stock to
cover the costs and expenses associated with the exercise of the Option. In the
case of a Participant who is an officer, director, or ten percent stockholder
within the meaning of Section 16 (b) of the Securities Exchange Act of 1934, as
amended, a "cashless exercise" of all or part of an Option may be also effected
pursuant to this Section 8.05 with the consent of the Committee provided it is
effected in accordance with, and within the limitations imposed by, such Act.
ARTICLE IX
Adjustment Upon Change in Common Stock
9.01 Should the Company effect one or more (x) stock dividends, stock
split-ups, subdivisions or consolidations of shares or other similar changes in
capitalization; (y) spin-offs, spin-outs, split-ups, split-offs, or other such
distribution of assets to stockholders; or (z) direct or indirect assumptions
and/or conversions of outstanding Options due to an acquisition of the Company,
then the maximum number of shares as to which Options and SARs may be granted
under this Plan shall be proportionately adjusted and the terms of Options
(including the Option Price) and SARs shall be adjusted as the Committee shall
determine to be equitably required. Any determination made under this Article
IX by the Committee shall be final and conclusive.
<PAGE>
The issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property or for labor
or services, either upon direct sale or upon the exercise of rights or warrants
to subscribe therefor, or upon conversion of shares or obligations of the
Company convertible into shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to Options or SARs.
ARTICLE X
Compliance with Law and Approval of Regulatory Bodies
10.01 No Option or SAR shall be exercisable and no payment shall be made
under this Plan except in compliance with all applicable federal and state laws
and regulations (including, without limitation, withholding tax requirements)
and the rules of all domestic stock exchanges on which the Company's shares may
be listed. The Company shall have the right to rely on an opinion of its
counsel as to such compliance. Any share certificate issued to evidence Common
Stock for which an Option or SAR is exercised may bear such legends and
statements as the Committee may deem advisable to assure compliance with federal
and state laws and regulations. No Option or SAR shall be exercisable, and no
payment shall be made under this Plan until the Company has obtained such
consent or approval as the Committee may deem advisable from regulatory bodies
having jurisdiction over such matters.
ARTICLE XI
General Provisions
11.01 Effect on Employment. Neither the adoption of this Plan, its
--------------------
operation, nor any documents describing or referring to this Plan (or any part
thereof) shall confer upon any employee any right to continue in the employ of
the Company or a Subsidiary or in any way affect any right and power of the
Company or a Subsidiary to terminate the employment of any employee at any time
with or without assigning a reason therefor.
11.02 Unfunded Plan. The Plan, insofar as it provides for grants, is not
-------------
required to be funded, and the Company shall not be required to segregate any
assets that may at any time be represented by grants under this Plan.
11.03 Change of Control. Notwithstanding any other provision in this Plan
-----------------
to the contrary, unless the Committee provides otherwise in an Agreement, an
Option or SAR may be exercised immediately in full upon a Change of Control.
11.04 Rules of Construction. Headings are given to the articles and
---------------------
sections of this Plan solely as a convenience to facilitate reference. The
reference to any statute, regulation, or other provision of law shall be
construed to refer to any amendment to or successor of such provision of law.
11.05 Amendment. The Board may amend or terminate this Plan from time to
---------
time; provided, however, that no amendment may become effective until
shareholder approval is obtained if the amendment (i) materially increases the
aggregate number of shares that may be issued pursuant to Option awards, (ii)
materially increases the benefits to Participants under the Plan, or (iii)
materially changes the class of employees eligible to become Participants. No
amendment shall, without a Participant's consent, adversely affect any rights of
such Participant under any Option or SAR award outstanding at the time such
amendment is made.
11.06 Duration of Plan. No Option or SAR award may be granted under this
----------------
Plan after December 31, 1999. Options or SARs awards granted before December
31, 1999, shall remain valid in accordance with their terms.
11.07 Shareholder Approval. This Plan as amended and restated, has been
--------------------
approved by the Board of Directors of the Company and shall be effective as of
January 1, 1990, subject, however, to approval by the shareholders of the
Company at the 1990 shareholders' meeting.
<PAGE>
Exhibit 4(b)
UNITED FINANCIAL BANKING COMPANIES, INC.
1999 EXECUTIVE STOCK PLAN
ARTICLE I
Definitions
1.01 Affiliate means any "subsidiary" or "parent corporation" (within the
---------
meaning of Section 422A of the Code) of the Company.
1.02 Agreement means a written agreement (including any amendment or
---------
supplement thereto) between the Company and a Participant specifying the terms
and conditions of an Option SAR, granted to such Participant.
1.03 Board means the Board of Directors of the Company.
-----
1.04 Book Value means the fully diluted book value of a share as
----------
determined for financial reporting purposes by the certified public accountants
for the Company.
1.05 Change of Control means and shall be deemed to have taken place if:
-----------------
(i) a third person, including a "group" as defined in Section 13 (d) (3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 20 percent or more of the total number of votes that may be cast
for the election of directors of the Company; or, (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election, or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of the Company or any successor to the Company.
1.06 Change of Control Date is the date on which an event described in (i)
----------------------
or (ii) of Section 1.05 occurs.
1.07 Code means the Internal Revenue Code of 1986, and any amendments
----
thereto.
1.08 Committee means the Executive Compensation Committee of the Board.
---------
1.09 Common Stock means the common stock of the Company.
------------
1.10 Company means United Financial Banking Companies, Inc.
-------
1.11 Fair Market Value means, on any given date, the closing price of a
-----------------
share of Common Stock as reported by such source as the Committee may select, or
as may be determined by the Board of Directors in such manner as the Board may
deem reasonable.
1.12 Incentive Stock Option means an Option that is intended to qualify as
----------------------
an "incentive stock option" under Section 422A of the Code.
1.13 Initial Value means, with respect to an SAR, the Book Value of one
-------------
share of Common Stock on the date of grant, as set forth in the Agreement.
1.14 Non-Qualified Stock Option means an option other than an Incentive
--------------------------
Stock Option.
1.15 Option means a stock option that entitles the holder to purchase from
------
the Company a stated number of shares of Common Stock at the price set forth in
an Agreement.
1.16 Option Price means the price per share for Common Stock purchased on
------------
the exercise of an Option as provided in Article VI.
1.17 Participant means an employee of the Company or of a Subsidiary,
-----------
including an employee who is a member of the Board, who satisfies the
requirements of Article IV and is selected by the Committee to receive an Option
or SAR award.
<PAGE>
1.18 Plan means the United Financial Banking Companies, Inc. 1999
----
Executive Stock Plan.
1.19 SAR means a stock appreciation right that entitles the holder to
---
receive, with respect to each share of Common Stock encompassed by the exercise
of such SAR, the lesser of (a) the excess of the Book Value at the time of
exercise over the Initial Value of the SAR or (b) the Initial Value of the SAR.
1.20 Securities Broker means the registered securities broker acceptable
-----------------
to the Company who agrees to effect the cashless exercise of an Option pursuant
to Section 8.05 hereof.
1.21 Subsidiary means any corporation (other than the Company) in an
----------
unbroken chain of corporations beginning with the Company if each of the
corporations in the chain (other than the last corporation) owns stock
possessing at least 50 percent of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
ARTICLE II
Purposes
2.01 The Plan is intended to assist the Company in recruiting and
retaining key employees with ability and initiative by enabling employees who
contribute significantly to the Company or an Affiliate to participate in its
future success and to associate their interests with those of the Company and
its shareholders. The Plan is intended to permit the issuance of Options
qualifying as Incentive Stock Options or Non-Qualified Stock Options as
designated by the Committee at time of grant, and SARs. No Option that is
intended to be an Incentive Stock Option, however, shall be invalid for failure
to qualify as an Incentive Stock Option under Section 422A of the Code but shall
be treated as a Non-Qualified Stock Option. The proceeds received by the
Company from the sale of Common Stock pursuant to this Plan shall be used for
general corporate purposes.
ARTICLE III
Administration
3.01 The Plan shall be administered by the Committee. The Committee shall
-----------------------------------------------
have authority to grant Options and SARs, separately, in combination or in
tandem, upon such terms (not inconsistent with the provisions of this Plan) as
the Committee may consider appropriate. The terms of such grants and awards may
include conditions (in addition to those contained in this Plan) on the
exercisability of all or any part of an Option or SAR (such as the terms of
exercise, the Option Price, service or financial performance related vesting,
transferability, and termination). Notwithstanding any such conditions, the
Committee may, in its discretion, accelerate the time at which any Option or SAR
may be exercised; provided, however, that such acceleration shall not affect the
applicability of Section 4.02 (relating to the limitation on the number of
Incentive Stock Options that may become exercisable in a calendar year). In
addition, the Committee shall have complete authority to interpret all
provisions of this Plan; to prescribe the form of Agreements including such
covenants not to compete and confidentiality provisions as the Committee shall
require thereunder; to adopt, amend, and rescind rules and regulations
pertaining to the administration of the Plan; and to make all other
determinations necessary or advisable for the administration of this Plan.
The express grant in the Plan of any specific power to the Committee shall
not be construed as limiting any power or authority of the Committee. Any
decision made, or action taken, by the Committee or in connection with the
administration of this Plan shall be final and conclusive. No member of the
Committee shall be liable for any act done in good faith with respect to this
Plan or any Agreement, Option or SAR award. All expenses of administering this
Plan shall be borne by the Company.
ARTICLE IV
Eligibility
4.01 General. Any employee of the Company or of any Subsidiary (including
-------
any corporation that becomes a Subsidiary after the adoption of this Plan) who,
in the judgment of the Committee, has contributed significantly or can be
expected to contribute significantly to the profits or growth of the Company or
a Subsidiary may receive one or more Options or SAR awards, or any combination
thereof. A person who is a member of the Committee may not be granted
<PAGE>
Options or SARs under this Plan while he is a member of the Committee.
4.02 Grants. The Committee will designate individuals to whom Options and
------
SAR awards are to be granted and will specify the number of shares of Common
Stock subject to each grant. An Option may be granted with or without a related
SAR. An SAR may be granted with or without a related Option. All Options or
SARs granted under this Plan shall be evidenced by Agreements which shall be
subject to applicable provisions of this Plan and to such other provisions as
the Committee may adopt. No Participant may be granted Options that are
Incentive Stock Options, (under all Incentive Stock Option Plans of the Company
and Affiliates) which are first exercisable in any calendar year for stock
having an aggregate Fair Market Value (determined as of the date an Option is
granted) exceeding $100,000.
4.03 Designation of Option as an Incentive Stock Option or a Non-Qualified
---------------------------------------------------------------------
Stock Option. The Committee will designate at the time an Option is granted
- ------------
whether the Option is to be treated as an Incentive Stock Option or a Non-
Qualified Stock Option. In the absence, however, of any such designation, such
Option shall be treated as an Incentive Stock Option.
ARTICLE V
Stock Subject to Plan
5.01 Maximum Number of Shares to be Awarded. Upon the exercise of any
--------------------------------------
Option, the Company may deliver to the Participant authorized but previously
unissued shares of Common Stock or previously issued shares of Common Stock
reacquired by the Company. The maximum aggregate number of shares of Common
Stock that may be issued pursuant to this Plan is 50,000, subject, however, to
being increased (but not decreased) annually by three (3) percent of the amount,
if any, by which the total number of shares of Common Stock outstanding as of
the last day of the Company's fiscal year exceeds the total number of shares of
Common Stock outstanding as of the first day of such fiscal year (other than
increases from the issuance of Common Stock under this Plan or as a result of
the application of Article IX). This annual adjustment shall first be made
beginning with the Company's fiscal year beginning on January 1, 1999. The
maximum number of shares of Common Stock that may be issued pursuant to the
exercise of Options is subject to further adjustments (after taking into account
the preceding annual adjustment) as provided in Article IX. If an Option is
terminated, in whole or in part, for any reason other that its exercise, the
number of shares of Common Stock allocated to the Option or portion thereof may
be reallocated to other Options to be granted under this Plan.
5.02 Independent SARs. Upon the exercise of an SAR granted independently
----------------
of an Option, the Company may deliver to the Participant authorized but
previously unissued Common Stock, cash, or a combination thereof as provided in
Section 8.03. The maximum aggregate number of shares of Common Stock that may
be issued pursuant to SARs that are granted independently of Options is subject
to the provisions of Section 5.01 hereof.
ARTICLE VI
Option Price
6.01 The price per share for Common Stock purchased on the exercise of an
Option shall be fixed by the Committee on the date of grant; provided, however,
that in the case of an Option that is an Incentive Stock Option, the price per
share shall not be less than the Fair Market Value on such date; provided,
further, that the price per share shall not be less than Book Value.
ARTICLE VII
Exercise of Options
7.01 Maximum Option or SAR Period. The maximum period in which an Option
----------------------------
or SAR may be exercised shall be determined by the Committee on the date of
grant; provided, however that an Incentive Stock Option or related SAR shall not
be exercisable after the expiration of 10 years from the date the Incentive
Stock Option was granted. The terms of any Incentive Stock Option or SAR may
provide that it is exercisable for a period less than such maximum period.
7.02 Nontransferability. Any Option or SAR granted under this Plan shall
------------------
be nontransferable except by will or by the laws of descent and distribution.
In the event of any such transfer, the Option and any related SAR must be
transferred to the same person or persons, trust or estate. During the lifetime
of the Participant to whom an Incentive Stock
<PAGE>
Option or related SAR is granted, the Option or SAR may be exercised only by the
Participant. No right or interest of a Participant in any Option or SAR shall be
liable for, or subject to, any lien, obligation, or liability of such
Participant.
7.03 Employee Status. For purposes of determining the applicability of
---------------
Section 422A of the Code (relating to incentive stock options), or in the event
that the terms of any Option or SAR provide that it may be exercised only during
employment or within a specified period of time after termination of employment,
the Committee may decide to what extent leaves of absence for governmental or
military service, illness, temporary disability, or other reasons shall not be
deemed interruptions of continuous employment.
ARTICLE VIII
Method of Exercise
8.01 Exercise. Subject to the provisions of Articles VII and XII, an
--------
Option or SAR may be exercised in whole at any time or in part from time to time
at such times and in compliance with such requirements as the Committee shall
determine; provided, however, that an SAR that is related to an Option may be
exercised only to the extent that the related Option is exercisable and when the
Fair Market Value exceeds the Option Price of the related Option. An Option or
SAR granted under this Plan may be exercised with respect to any number of whole
shares less than the full number for which the Option or SAR could be exercised.
Such partial exercise of an Option or SAR shall not affect the right to exercise
the Option or SAR from time to time in accordance with this Plan with respect to
remaining shares subject to the Option or related SAR. The exercise of an Option
shall result in the termination of the SAR to the extent of the number of shares
with respect to which the Option is exercised.
8.02 Payment. Unless otherwise provided by the Agreement, payment of the
-------
Option Price shall be made in cash or a cash equivalent acceptable to the
Committee. If the Agreement provides, payment of all or part of the Option
Price may be made by surrendering shares of Common Stock to the Company. If
Common Stock is used to pay all or part of the Option Price, the shares
surrendered must have a Fair Market Value (determined as of the day preceding
the date of exercise) that is not less than such price or part thereof. In
addition, the Committee may establish such payment or other terms as it may deem
to be appropriate and consistent with these purposes.
8.03 Determination of Payment of Cash and/or Common Stock Upon Exercise of
---------------------------------------------------------------------
SAR. At the Committee's discretion, the amount payable as a result of the
- ---
exercise of an SAR may be settled in cash, Common Stock, or a combination of
cash and Common Stock. No fractional shares shall be delivered upon the
exercise of an SAR but a cash payment will be made in lieu thereof.
8.04 Shareholder Rights. No participant shall have any rights as a
------------------
stockholder with respect to shares subject to his Option or SAR until the date
he exercises such Option or SAR.
8.05 Cashless Exercise. To the extent permitted under the applicable laws
-----------------
and regulations, at the written request of the Participant and with the consent
of the Committee upon such terms as it shall specify, the Company agrees to
cooperate in a "cashless exercise" of the Option. The cashless exercise shall
be effected by the Participant delivering to the Securities Broker written
instructions to exercise all or part of the Option on behalf of the Participant
including instructions to sell a sufficient number of shares of Common Stock to
cover the costs and expenses associated with the exercise of the Option. In the
case of a Participant who is an officer, director, or ten percent stockholder
within the meaning of Section 16 (b) of the Securities Exchange Act of 1934, as
amended, a "cashless exercise" of all or part of an Option may be also effected
pursuant to this Section 8.05 with the consent of the Committee provided it is
effected in accordance with, and within the limitations imposed by, such Act.
ARTICLE IX
Adjustment Upon Change in Common Stock
9.01 Should the Company effect one or more (x) stock dividends, stock
split-ups, subdivisions or consolidations of shares or other similar changes in
capitalization; (y) spin-offs, spin-outs, split-ups, split-offs, or other such
distribution of assets to stockholders; or (z) direct or indirect assumptions
and/or conversions of outstanding Options due to an acquisition of the Company,
then the maximum number of shares as to which Options and SARs may be granted
under this Plan shall be proportionately adjusted and the terms of Options
(including the Option Price) and SARs shall be adjusted as the Committee shall
determine to be equitably required. Any determination made under this Article
IX by the Committee shall be final and
<PAGE>
conclusive.
The issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property or for labor
or services, either upon direct sale or upon the exercise of rights or warrants
to subscribe therefor, or upon conversion of shares or obligations of the
Company convertible into shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to Options or SARs.
ARTICLE X
Compliance with Law and Approval of Regulatory Bodies
10.01 No Option or SAR shall be exercisable and no payment shall be made
under this Plan except in compliance with all applicable federal and state laws
and regulations (including, without limitation, withholding tax requirements)
and the rules of all domestic stock exchanges on which the Company's shares may
be listed. The Company shall have the right to rely on an opinion of its
counsel as to such compliance. Any share certificate issued to evidence Common
Stock for which an Option or SAR is exercised may bear such legends and
statements as the Committee may deem advisable to assure compliance with federal
and state laws and regulations. No Option or SAR shall be exercisable, and no
payment shall be made under this Plan until the Company has obtained such
consent or approval as the Committee may deem advisable from regulatory bodies
having jurisdiction over such matters.
ARTICLE XI
General Provisions
11.01 Effect on Employment. Neither the adoption of this Plan, its
--------------------
operation, nor any documents describing or referring to this Plan (or any part
thereof) shall confer upon any employee any right to continue in the employ of
the Company or a Subsidiary or in any way affect any right and power of the
Company or a Subsidiary to terminate the employment of any employee at any time
with or without assigning a reason therefor.
11.02 Unfunded Plan. The Plan, insofar as it provides for grants, is not
-------------
required to be funded, and the Company shall not be required to segregate any
assets that may at any time be represented by grants under this Plan.
11.03 Change of Control. Notwithstanding any other provision in this Plan
-----------------
to the contrary, unless the Committee provides otherwise in an Agreement, an
Option or SAR may be exercised immediately in full upon a Change of Control.
11.04 Rules of Construction. Headings are given to the articles and
---------------------
sections of this Plan solely as a convenience to facilitate reference. The
reference to any statute, regulation, or other provision of law shall be
construed to refer to any amendment to or successor of such provision of law.
11.05 Amendment. The Board may amend or terminate this Plan from time to
---------
time; provided, however, that no amendment may become effective until
shareholder approval is obtained if the amendment (i) materially increases the
aggregate number of shares that may be issued pursuant to Option awards, (ii)
materially increases the benefits to Participants under the Plan, or (iii)
materially changes the class of employees eligible to become Participants. No
amendment shall, without a Participant's consent, adversely affect any rights of
such Participant under any Option or SAR award outstanding at the time such
amendment is made.
11.06 Duration of Plan. No Option or SAR award may be granted under this
----------------
Plan after December 31, 2003. Options or SARs awards granted before December
31, 2003, shall remain valid in accordance with their terms.
11.07 Shareholder Approval. This Plan has been approved by the Board of
--------------------
Directors of the Company and shall be effective as of January 1, 1999, subject,
however, to approval by the shareholders of the Company at the 1999
shareholders' meeting.
<PAGE>
Exhibit 4(c)
UNITED FINANCIAL BANKING COMPANIES, INC.
1996 NONQUALIFIED STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
1. Purpose. This Plan is intended to provide directors who are not
-------
employees of the Company with a sense of proprietorship and personal involvement
in the development and financial success of the Company and to encourage such
directors to remain and to devote their best efforts to the Company.
2. Definitions. Whenever used in the Plan, unless the context clearly
-----------
indicates otherwise, the following terms shall have the following meanings:
(a) Act means the Securities Exchange Act of 1934, as amended.
---
(b) Board or Board of Directors means the Board of Directors of the
----- ------------------
Company.
(c) Common Stock means the Common Stock of the Company and any other
------------
stock or securities resulting from the adjustment thereof or
substitution therefor as described in Paragraph 8 hereof.
(d) Company means United Financial Banking Companies, Inc., a one
-------
bank holding company chartered in the State of Virginia, and its
subsidiary, The Business Bank.
(e) Director shall mean a member of the Company's Board of Directors
---------
and/or its subsidiary, The Business Bank, who is not a regular
employee of the Company or its subsidiaries.
(f) Disability means the condition which results when an individual
----------
has become permanently and totally disabled within the meaning
of Section 105(d)(4) of the Internal Revenue Code of 1954, as
amended.
(g) Fair Market Value, with respect to a share of the Common Stock
at a particular time, shall be that value as determined by the
Board of Directors, which shall be (i) if such Common Stock is
listed on a national securities exchange or traded on the
National Market System, the mean between the highest and the
lowest price at which the Common Stock shall have been sold
regular way on a national securities exchange or the National
Market System on said date or, if no sales occur on said date,
then on the next preceding date on which there were such sales
of Common Stock or (ii) if the Common Stock shall not be listed
on a national securities exchange or traded on the National
Market System, the mean between the bid and asked prices last
reported by the National Association of Securities Dealers,
Inc., for the over-the-counter market on said date or, if no bid
and asked prices are reported on said date, then on the next
preceding date on which there were such quotations or (iii) if
at any time quotations for the Common Stock shall not be
reported by the National Association of Securities Dealers,
Inc., for the over-the-counter market and the Common Stock shall
not be listed on any national securities exchange or traded on
the National Market System, the fair market value determined by
the Board of Directors in such a manner as the Board may deem
reasonable.
(h) Stock Option Agreement means the written agreement between a
----------------------
Director and the Company evidencing the grant of an option under
the Plan and setting forth the terms and conditions thereof.
3. Administration. The Plan shall be administered by the Board of
--------------
Directors. The Board shall have all of the powers necessary to enable it
properly to carry out its duties under the Plan, including but not limited to
the power and duty to construe and interpret the Plan and to determine all
questions that shall arise under the plan, which interpretations and
determinations shall be conclusive and binding upon all persons. Subject to the
express provisions of the Plan, the Board may establish from time-to-time such
regulations, provisions and procedures which in its opinion may be advisable in
the administration of the Plan.
4. Eligibility: Option Grants. All Directors shall automatically be
--------------------------
granted options to purchase shares
<PAGE>
(subject to adjustment or substitution pursuant to Paragraph 8 hereof from the
date hereof, irrespective of whether such option has been granted) of the Common
Stock on each of the following grant dates:
4,000 Shares July 1, 1996
2,000 Shares July 1, 1997
2,000 Shares July 1, 1998 (post reverse split 400 shares)
provided; however, that such automatic grants shall be made pro rata to all
Directors if on the date of a grant, there shall not be a number of shares
sufficient to make all such grants. In event of sale or merger or other
consolidation of the Company before July 1, 1998, in which company shares are
sold or exchanged, all options shall immediately be granted, vested and
available for exercise without waiting periods.
5. Shares Available for Option. The Board of Directors shall reserve for
---------------------------
the purpose of the Plan, out or the authorized but unissued Common Stock or out
of shares of Common Stock held in the Company's treasury, or partly out of each,
as shall be determined by the Board of Directors, a total of 40,000 shares of
Common Stock of the Company (subject to adjustment or substitution pursuant to
Paragraph 8 hereof). In the event that an option granted under the Plan to any
Director expires or is terminated unexercised as to any shares covered thereby,
such shares shall thereafter be available for the granting of options under the
Plan.
6. Option Price. The option price shall be fixed at $1.50 per share
------------
through the eligibility period ending July 1, 1998 ($7.50 post reverse split).
7. Exercise of Options.
-------------------
(a) Each option granted under the Plan by its terms shall require
the Director granted such option to remain available to serve as
a Director of the Company for six months from the date of the
grant of such option before the right to exercise any part of
such option will accrue. A Director may thereafter exercise any
or all of such option until the expiration or termination of the
option; provided, that not less than 100 shares may be purchased
at any one time unless the number of shares purchased is the
total number at such time purchasable under the option. Subject
to earlier termination as provided herein, all options granted
under this Plan shall expire ten years from the date of grant
thereof.
(b) If an optionee shall cease to be a Director of the Company
otherwise than by such optionee's death or Disability, then,
subject to Subparagraph 7 (a) hereof, the opinion shall be
exercisable at any time prior to the earlier of (i) the
expiration date of such option or (ii) that date which is three
months from the date on which such optionee ceases to be a
Director, such three-month period to include the date on which
such termination occurs. If an optionee ceases to be a Director
of the Company as a result of such optionee's death or
Disability, then, subject to Subparagraph 7 (a) hereof, the
option shall be exercisable at any time prior to the earlier of
(i) the expiration date of such option or (ii) that date which is
one year from the date such optionee ceases to be a Director. In
the event of the death of an optionee, then, subject to
Subparagraph 7 (a) hereof, such optionee's option shall be
exercisable to the event herein otherwise provided by the
executor or personal representative of the optionee's estate or
by any person who acquired the right to exercise such option by
request under the optionee's will or by inheritance.
(c) Each option granted under the Plan by its terms shall not be
transferable by the optionee otherwise than by will, or if the optionee dies
intestate, by the laws of descent and distribution of the state of the
optionee's domicile at the time of the optionee's death, and such option shall
be exercisable during such optionee's lifetime only by such optionee.
(d) Each option shall be confirmed by a Stock Option Agreement
executed by the Company and by the person to whom such option is granted.
(e) The option price for each share of Common Stock purchased
pursuant to the exercise of each option shall, at the time of the exercise of
the option, be paid in full (i) in cash of (ii) in whole or in part in shares of
Common Stock valued a the Fair Market Value of such shares on the date of
exercise. Any shares of Common Stock otherwise available for issuance under the
Plan.
<PAGE>
(f) To the extent that an option is not exercised within the period
of time prescribed therefor as set forth in the Plan, and the
Stock Option Agreement confirming such option, the option shall
lapse and all rights of the optionee thereunder shall terminate.
8. Adjustment of Number of Shares. In the event that a dividend shall be
------------------------------
declared upon the Common Stock payable in shares of Common Stock, the number of
shares of Common Stock then subject to any such option and the number of shares
reserved for issuance to the Plan but not yet covered by an option shall be
adjusted by adding to each such share the number of shares which would be
distributable thereon if such share had been outstanding on the date fixed for
determining the shareholders entitled to receive such stock dividend. In the
event that the outstanding shares of Common Stock shall be changed into or
exchanged for a different number or kind of shares of stock or other securities
of the Company or of another corporation, whether through reorganization,
recapitalization, stock split-up, combination of shares, merger or
consolidation, then there shall be substituted for each share of Common Stock
subject to any such option and for each share of Common Stock reserved for
issuance pursuant to the Plan but not yet covered by an option, the number and
kind of shares of stock or other securities into which each outstanding share of
Common Stock shall be so changed or for which each such share shall be
exchanged. In the event there shall be any change, other than as specified
above in this Paragraph 8, in the number or kind of outstanding shares of Common
Stock or of any stock or other securities into which such Common Stock shall
have been changed or for which it shall have been exchanged, then if the Board
of Directors shall in its sole discretion determine that such change equitably
requires an adjustment in the number of kind of shares theretofore reserved for
issuance pursuant to the Plan but not yet covered by an option and of the shares
then subject to an option or options, such adjustment shall be made by the Board
of Directors and shall be effective and binding for all purposes of the Plan and
each Stock Option Agreement entered into under the Plan. In the case of any
such substitution or adjustment as provided for in this Paragraph 8, the option
price in each Stock Option Agreement for each share covered thereby prior to
such substitution or adjustment shall be the option price for all shares of
stock or other securities which shall have been substituted for such share or to
which such share shall have been adjusted pursuant to this Paragraph 8. No
adjustment or substitution provided for in this Paragraph 8 shall require the
Company in any Stock Option Agreement to issue a fractional share and the total
substitution or adjustment with respect to each Stock Option Agreement shall be
limited accordingly. In the event that the number of shares of Common Stock
subject to an option is adjusted pursuant to the provisions of this Paragraph 8,
then any Stock Appreciation Rights related to such option shall be appropriately
and equitably adjusted.
9. Amendment of Plan. The Board of Directors shall have the right to
-----------------
amend, suspend or terminate the plan at any time; provided that, except as and
to the extent authorized and permitted by Paragraph 8 above, no amendment shall
be made which shall (i) increase the total number of shares which may be issued
and sold pursuant to options granted under the Plan, (ii) increase the total
number of shares which may be covered by any option to any one individual, (iii)
decrease the minimum option price, (iv) change the class of individuals eligible
to receive options, or (v) withdraw the administration of the Plan from the
Board of Directors or a committee of Directors, none of whom is eligible to be
allotted stock or to receive options under the Plan, unless such amendment is
made by or with the approval of the holders of a majority of the then
outstanding Common Stock of the Company, by written consent or by vote in person
or by proxy at a duly held meeting of said shareholders.
10. Compliance with Law and Other Conditions. No shares shall be issued
----------------------------------------
pursuant to the exercise of any option granted under the Plan prior to
compliance by the Company, to the satisfaction of its counsel, with any
applicable laws.
11. Effective Date and Duration of Plan. The effective date of the Plan
-----------------------------------
shall be the date of its adoption by the Board of Directors, which adoption
shall be subject to the approval of the Plan, either by written consent or by
vote, by the holders of a majority of the outstanding shares of Common Stock of
the Company present or represented by proxy at the next duly held meeting shares
of shareholders, which consent or meeting shall be obtained or held no later
than June 30, 1996. No options shall be exercisable until the Plan has been so
approved by the shareholders, and all options granted under the Plan shall be
void if shareholder approval is not so obtained. No options may be granted
under the Plan after July 1, 1998.
<PAGE>
Exhibit 4(d)
UNITED FINANCIAL BANKING COMPANIES, INC.
1999 NONQUALIFIED STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS AND ADVISORY BOARD MEMBERS
1. Purpose. This Plan is intended to provide directors and Advisory
-------
Board Members who are not employees of the Company with a sense of
proprietorship and personal involvement in the development and financial success
of the Company and to encourage such directors and Advisory Board Members to
remain and to devote their best efforts to the Company.
2. Definitions. Whenever used in the Plan, unless the context clearly
-----------
indicates otherwise, the following terms shall have the following meanings:
(a) Act means the Securities Exchange Act of 1934, as amended.
---
(b) Board or Board of Directors means the Board of Directors of the
----- ------------------
Company.
(c) Common Stock means the Common Stock of the Company and any other
------------
stock or securities resulting from the adjustment thereof or
substitution therefor as described in Paragraph 8 hereof.
(d) Company means United Financial Banking Companies, Inc., a one
-------
bank holding company chartered in the State of Virginia, and its
subsidiary, The Business Bank.
(e) Director shall mean a Member of the Company's Board of Directors
--------
and of its subsidiary, The Business Bank's Board of Directors,
who is not a regular employee of the Company or its subsidiaries.
(f) Advisory Board Member shall mean a Member of the Advisory Board
---------------------
to The Business Bank, who is not a regular employee of the
Company or its subsidiaries.
(g) Disability means the condition which results when an individual
----------
has become permanently and totally disabled within the meaning of
Section 105(d)(4) of the Internal Revenue Code of 1954, as
amended.
(h) Fair Market Value, with respect to a share of the Common Stock at
a particular time, shall be that value as determined by the Board
of Directors, which shall be (i) if such Common Stock is listed
on a national securities exchange or traded on the National
Market System, the mean between the highest and the lowest price
at which the Common Stock shall have been sold regular way on a
national securities exchange or the National Market System on
said date or, if no sales occur on said date, then on the next
preceding date on which there were such sales of Common Stock or
(ii) if the Common Stock shall not be listed on a national
securities exchange or traded on the National Market System, the
mean between the bid and asked prices last reported by the
National Association of Securities Dealers, Inc., for the over-
the-counter market on said date or, if no bid and asked prices
are reported on said date, then on the next preceding date on
which there were such quotations or (iii) if at any time
quotations for the Common Stock shall not be reported by the
National Association of Securities Dealers, Inc., for the over-
the-counter market and the Common Stock shall not be listed on
any national securities exchange or traded on the National Market
System, the fair market value determined by the Board of
Directors in such a manner as the Board may deem reasonable.
<PAGE>
(i) Stock Option Agreement means the written agreement between a
----------------------
Director and the Company evidencing the grant of an option under
the Plan and setting forth the terms and conditions thereof.
3. Administration. The Plan shall be administered by the Board of
--------------
Directors. The Board shall have all of the powers necessary to enable it
properly to carry out its duties under the Plan, including but not limited to
the power and duty to construe and interpret the Plan and to determine all
questions that shall arise under the plan, which interpretations and
determinations shall be conclusive and binding upon all persons. Subject to the
express provisions of the Plan, the Board may establish from time-to-time such
regulations, provisions and procedures which in its opinion may be advisable in
the administration of the Plan. Subject to the express provisions of the Plan,
the Board shall have the power to grant options to an eligible person, upon such
terms and subject to such conditions, as it may deem proper.
4. Eligibility: Option Grants. The Board, or Committee as appointed by
--------------------------
the Board, may grant (not more than one time per year) options to any or all of
the Directors and Advisory Board Members in recognition of their service to the
Company and its subsidiaries. The maximum annual grant per Director shall be an
option to purchase 400 shares of the Company's Common Stock. The maximum annual
grant per Advisory Board Member shall be an option to purchase 200 shares of the
Company's Common Stock. In event of sale or merger or other consolidation of
the Company before August 1, 2003, in which Company shares are sold or
exchanged, all options under the Plan shall immediately be granted, vested and
available for exercise without waiting periods.
5. Shares Available for Option. The Board of Directors shall reserve for
---------------------------
the purpose of the Plan, out of the authorized but unissued Common Stock or out
of shares of Common Stock held in the Company's treasury, or partly out of each,
as shall be determined by the Board of Directors, a total of 35,000 shares of
Common Stock of the Company (subject to adjustment or substitution pursuant to
Paragraph 8 hereof). In the event that an option granted under the Plan to any
Director or Advisory Board Member expires or is terminated unexercised as to any
shares covered thereby, such shares shall thereafter be available for the
granting of options under the Plan.
6. Option Price. The option price for shares to be issued upon exercise
------------
of any Option granted under this Plan shall be determined by the Board at or
before the time of grant, but in no event shall the option price be less than
the fair market value of the Company's common stock at the time of the grant.
7. Exercise of Options.
-------------------
(a) Each option granted under the Plan by its terms shall require the
passage of six months (or such greater periods as the Board of
Directors shall determine in connection with any grant) before
the right to exercise any part of such option will accrue. A
Director or Advisory Board Member may thereafter exercise any or
all of such option until the expiration or termination of the
option; provided, that not less than 100 shares may be purchased
at any one time unless the number of shares purchased is the
total number at such time purchasable under the option. Subject
to earlier termination as provided herein, all options granted
under this Plan shall expire ten years from the date of grant
thereof.
(b) If an optionee ceases to be a Director or Advisory Board Member,
as applicable, as a result of such optionee's death or
Disability, then, subject to Subparagraph 7 (a) hereof, the
option shall be exercisable at any time prior to the expiration
date of such option. In the event of the death of an optionee,
then, subject to Subparagraph 7 (a) hereof, such optionee's
option shall be exercisable to the event herein otherwise
provided by the executor or personal representative of the
optionee's estate or by any person who acquired the right to
exercise such option by request under the optionee's will or by
inheritance.
<PAGE>
(c) Each option granted under the Plan by its terms shall not be
transferable by the optionee otherwise than by will, or if the
optionee dies intestate, by the laws of descent and distribution
of the state of the optionee's domicile at the time of the
optionee's death, and such option shall be exercisable during
such optionee's lifetime only by such optionee.
(d) Each option shall be confirmed by a Stock Option Agreement
executed by the Company and by the person to whom such option is
granted.
(e) The option price for each share of Common Stock purchased
pursuant to the exercise of each option shall, at the time of the
exercise of the option, be paid in full (i) in cash of (ii) in
whole or in part in shares of Common Stock valued at the Fair
Market Value of such shares on the date of exercise. Any shares
of Common Stock otherwise available for issuance under the Plan.
(f) To the extent that an option is not exercised within the period
of time prescribed therefor as set forth in the Plan, and the
Stock Option Agreement confirming such option, the option shall
lapse and all rights of the optionee thereunder shall terminate.
8. Adjustment of Number of Shares. In the event that a dividend shall be
------------------------------
declared upon the Common Stock payable in shares of Common Stock, the number of
shares of Common Stock then subject to any such option and the number of shares
reserved for issuance to the Plan but not yet covered by an option shall be
adjusted by adding to each such share the number of shares which would be
distributable thereon if such share had been outstanding on the date fixed for
determining the shareholders entitled to receive such stock dividend. In the
event that the outstanding shares of Common Stock shall be changed into or
exchanged for a different number or kind of shares of stock or other securities
of the Company or of another corporation, whether through reorganization,
recapitalization, stock split-up, combination of shares, merger or
consolidation, then there shall be substituted for each share of Common Stock
subject to any such option and for each share of Common Stock reserved for
issuance pursuant to the Plan but not yet covered by an option, the number and
kind of shares of stock or other securities into which each outstanding share of
Common Stock shall be so changed or for which each such share shall be
exchanged. In the event there shall be any change, other than as specified
above in this Paragraph 8, in the number or kind of outstanding shares of Common
Stock or of any stock or other securities into which such Common Stock shall
have been changed or for which it shall have been exchanged, then if the Board
of Directors shall in its sole discretion determine that such change equitably
requires an adjustment in the number of kind of shares theretofore reserved for
issuance pursuant to the Plan but not yet covered by an option and of the shares
then subject to an option or options, such adjustment shall be made by the Board
of Directors and shall be effective and binding for all purposes of the Plan and
each Stock Option Agreement entered into under the Plan. In the case of any
such substitution or adjustment as provided for in this Paragraph 8, the option
price in each Stock Option Agreement for each share covered thereby prior to
such substitution or adjustment shall be the option price for all shares of
stock or other securities which shall have been substituted for such share or to
which such share shall have been adjusted pursuant to this Paragraph 8. No
adjustment or substitution provided for in this Paragraph 8 shall require the
Company in any Stock Option Agreement to issue a fractional share and the total
substitution or adjustment with respect to each Stock Option Agreement shall be
limited accordingly. In the event that the number of shares of Common Stock
subject to an option is adjusted pursuant to the provisions of this Paragraph 8,
then any Stock Appreciation Rights related to such option shall be appropriately
and equitably adjusted.
9. Amendment of Plan. The Board of Directors shall have the right to
-----------------
amend, suspend or terminate the plan at any time; provided that, except as and
to the extent authorized and permitted by Paragraph 8 above, no amendment shall
be made which shall (i) increase the total number of shares which may be issued
and sold pursuant to options granted under the Plan, (ii) increase the total
number of shares which may be covered by any option to any one individual, (iii)
decrease the minimum option price, (iv) change the class of individuals eligible
to receive options, or (v) withdraw the administration of the Plan from the
Board of Directors or a committee of Directors, none of whom is eligible to be
allotted stock or to receive options under the Plan, unless such amendment is
made by or with the approval of the holders of a majority of the then
outstanding Common Stock of the Company, by written consent or by vote in person
or by proxy at a duly held meeting of said shareholders.
10. Compliance with Law and Other Conditions. No shares shall be issued
----------------------------------------
pursuant to the exercise of any option granted under the Plan prior to
compliance by the Company, to the satisfaction of its counsel, with any
applicable laws.
11. Effective Date and Duration of Plan. The effective date of the Plan
-----------------------------------
shall be the date of its adoption by the Board of Directors, which adoption
shall be subject to the approval of the Plan, either by written consent or by
vote, by the
<PAGE>
holders of a majority of the outstanding shares of Common Stock of the Company
present or represented by proxy at the next duly held meeting of shareholders,
which consent or meeting shall be obtained or held no later than June 30, 1999.
No options shall be exercisable until the Plan has been so approved by the
shareholders, and all options granted under the Plan shall be void if
shareholder approval is not so obtained. No options may be granted under the
Plan after August 1, 2003.
<PAGE>
EXHIBIT 5
KENNEDY, BARIS & LUNDY, L.L.P.
ATTORNEYS AT LAW
SUITE 300
4719 HAMPDEN LANE
BETHESDA, MD 20814
(301) 654-6040 WASHINGTON DC OFFICE:
TEXAS OFFICE: FAX: (301) 654-1733 SEVENTH FLOOR
SUITE 1775 1225 NINETEENTH STREET, NW
112 EAST PECAN STREET WASHINGTON, DC 20036
SAN ANTONIO, TX 78205 (202) 835-0313
(210) 228-9500 FAX: (202) 835-0319
FAX: (210) 228-0781
October 5, 1999
Board of Directors
United Financial Banking Companies, Inc.
8399 Leesburg Pike
Vienna, Virginia 22182
Gentlemen:
As special legal counsel to United Financial Banking Companies, Inc. (the
"Company"), we have participated in the preparation of the Company's
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, relating to the
shares (the "Shares") of the Company's Common Stock issued or to be issued
pursuant to the exercise of options outstanding under the Company's 1990
Executive Stock Plan, the Company's 1999 Executive Stock Plan, the Company's
1996 Directors Stock Plan and the Company's 1999 Directors Stock Plan
(collectively, the "Plans").
As counsel to the Company, we have examined such corporate records,
certificates and other documents of the Company, and made such examinations of
law and other inquiries of such officers of the Company, as we have deemed
necessary or appropriate for purposes of this opinion. Based upon such
examinations we are of the opinion that the Shares, when issued in accordance
with the provisions of the Plans and the options granted pursuant thereto, will
be duly authorized, validly issued, fully paid and non-assessable shares of the
Common Stock of the Company.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement on Form S-8 filed by the Company and to the reference to
our firm contained.
Sincerely,
/s/ Kennedy, Baris & Lundy, L.L.P.
<PAGE>
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We consent to the use in this Registration Statement on Form S-8 of our report
included herein dated January 26, 1999, relating to the consolidated financial
statements of United Financial Banking Companies and subsidiaries, to the
incorporation by reference of such report included in the Company's 1998 annual
report on Form 10-KSB and to the reference to our Firm under the caption
"Experts" in the Prospectus.
/s/ D.R. Maxfield & Company
D.R. MAXFIELD & COMPANY
Fairfax, Virginia
October 6, 1999
