As filed with the Securities and Exchange Commission on May 12, 1994
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
CCB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 56-1347849
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
_________________________
111 Corcoran Street
Durham, North Carolina 27701
(Address of principal executive offices, including Zip Code)
_________________________
1993 NONSTATUTORY STOCK OPTION PLAN
FOR CCB SAVINGS BANK OF LENOIR, INC., SSB
(Full title of the plan)
_________________________
ERNEST C. ROESSLER
CCB Financial Corporation
Post Office Box 931
Durham, North Carolina 27702
(919) 683-7777
(Name and address of agent for service)
Copy to:
Anthony Gaeta, Jr., Esq.
Ward and Smith, P.A.
Two Hannover Square, Suite 2400
Post Office Box 2091
Raleigh, North Carolina 27602-2091
(919) 836-1800
_________________________
CALCULATION OF REGISTRATION FEE (1)
Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Maximum Registration
be Registered Registered Offering Price Aggregate Fee (1)
Per Share Offering Price
Common Stock,
$5 par value 27,443 $36.98 $1,014,842 $350.12
(1) The shares of Common Stock are being offered to
eligible directors of Registrant and its direct and indirect
subsidiaries pursuant to options granted to them in
accordance with the terms of Registrant's 1993 Nonstatutory
Stock Option Plan for CCB Savings Bank of Lenoir, Inc., SSB
(the "Plan"). Pursuant to Rule 457(h), the Aggregate
Offering Price and the Registration Fee have been calculated
on the basis of the maximum number of shares to be issued
under the Plan and an Offering Price equal to the price at
which the shares may be purchased pursuant to the Plan upon
the exercise of the options.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
Registrant filed a Registration Statement on Form S-8
(Registration No. 33-61268) with respect to the Plan with the
Securities and Exchange Commission (the "Commission") on April 19,
1993 and incorporates that Registration Statement herein by reference.
Item 8. Exhibits
The following exhibits are filed herewith or incorporated
herein by reference as part of this Registration Statement:
5 Opinion of Ward and Smith, P.A. as to the legality of
the securities being registered (filed herewith).
23.1 Consent of KPMG Peat Marwick (filed herewith).
23.2 Consent of Ward and Smith, P.A. (contained in its
opinion filed herewith as Exhibit 5).
24 Power of Attorney (filed herewith).
99 Copy of 1993 Nonstatutory Stock Option Plan for CCB
Savings Bank of Lenoir, Inc., SSB, as amended
(filed herewith).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Durham, State of North Carolina, on May 11, 1994.
CCB Financial Corporation
(Registrant)
By:/s/ Ernest C. Roessler
Ernest C. Roessler
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
/s/ Ernest C. Roessler President and May 11, 1994
Ernest C. Roessler Director
(Principal
Executive
Officer)
/s/ W. Harold Parker, Jr. Senior Vice May 11, 1994
W. Harold Parker, Jr. President and
Controller
(Principal
Financial and
Accounting
Officer)
*/s/ W. L. Burns, Jr. Chairman of the May 11, 1994
W. L. Burns, Jr. Board
J. Harper Beall, III Director ___________, 1994
*/s/ James B. Brame, Jr. Director May 11, 1994
James B. Brame, Jr.
*/s/ Timothy B. Burnett Director May 11, 1994
Timothy B. Burnett
*/s/ Arthur W. Clark Director May 11, 1994
Arthur W. Clark
*/s/ Kinsley van R. Dey, Jr. Director May 11, 1994
Kinsley van R. Dey, Jr.
<PAGE>
*/s/ Frances Hill Fox Director May 11, 1994
Frances Hill Fox
T. E. Haigler, Jr. Director ___________, 1994
*/s/ George R. Herbert Director May 11, 1994
George R. Herbert
Edward S. Holmes Director ___________, 1994
Owen G. Kenan Director ___________, 1994
Eugene J. McDonald Director ___________, 1994
Hamilton W. McKay, Jr., M.D. Director ___________, 1994
*/s/ Eric B. Munson Director May 11, 1994
Eric B. Munson
John B. Stedman Director ___________, 1994
H. Allen Tate, Jr. Director ___________, 1994
*/s/ Dr. Phail Wynn, Jr. Director May 11, 1994
Dr. Phail Wynn, Jr.
By: /s/ W. Harold Parker, Jr.
W. Harold Parker, Jr., Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
5 Opinion of Ward and Smith, P.A. as to
the legality of the securities being
registered
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Ward and Smith, P.A. Included in Exhibit 5
24 Power of Attorney
99 Copy of 1993 Nonstatutory Stock Option
Plan for CCB Savings Bank of Lenoir,
Inc., SSB, as amended
<PAGE>
May 6, 1994
Board of Directors
CCB Financial Corporation
111 Corcoran Street
Durham, North Carolina 27701
RE: 1993 Nonstatutory Stock Option Plan for
CCB Savings Bank of Lenoir, Inc., SSB
Our File 92-0174(C)
Gentlemen:
We have acted as special counsel to CCB Financial Corporation
("CCB") in connection with the amendment of CCB's 1993 Nonstatutory
Stock Option Plan for CCB Savings Bank of Lenoir, Inc., SSB (the
"Plan") and the proposed offer and sale by CCB of up to an
additional 27,443 shares of its $5.00 par value common stock (the
"Shares") pursuant to the terms of the Plan.
In our capacity as special counsel, we have examined originals or
copies, certified or otherwise and identified to our satisfaction,
of the articles of incorporation, bylaws and corporate resolutions
of CCB, the Plan, the Registration Statement on Form S-8 relating
to the Plan filed by CCB with the Securities and Exchange
Commission (the "Registration Statement"), the relevant provisions
of Chapter 55 of the North Carolina General Statutes, and such
other records, documents and legal matters as we have deemed
relevant and necessary as the basis for rendering our opinion
hereinafter set forth. In addition, we have made reasonable
inquiries of the officers of CCB as to certain relevant items. In
all examinations of documents, we have assumed the genuineness of
all original documents and all signatures and the conformity to
original documents of all copies submitted to us as certified,
conformed or photostatic copies.
Based upon the foregoing, it is our opinion that all requisite
corporate action has been taken to amend the Plan and to authorize
the issuance and sale of the Shares pursuant thereto; and, that,
provided the Registration Statement shall have become and shall
<PAGE>
remain effective, when the Shares registered thereunder shall have
been issued and sold and the purchase price therefor shall have
been received by CCB, all in accordance with the terms of the Plan
as it appears as an exhibit to the Registration Statement, the
Shares so issued and sold will be validly authorized, legally
issued, fully paid and nonassessable shares of the common stock of
CCB.
This opinion is furnished by us solely for your benefit in
connection with the Registration Statement and may not be quoted or
relied upon by, nor may copies be delivered to, any other person or
entity or used for any other purpose, without our prior express
written consent. We hereby expressly disclaim any duty or
responsibility to update this opinion or the information upon which
it is based after the date hereof.
We hereby consent to the reference to this firm in the Registration
Statement and to the filing of this opinion as an exhibit thereto.
Yours very truly,
WARD AND SMITH, P.A.
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
CCB Financial Corporation
We consent to the use of our report incorporated herein by
reference in the Registration Statement to register shares
pursuant to the 1993 Nonstatutory Stock Option Plan for CCB
Savings Bank of Lenoir, Inc., SSB.
KPMG PEAT MARWICK
Raleigh, North Carolina
May 6, 1994
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of CCB
Financial Corporation, and the several undersigned officers and
directors thereof whose signatures appear below hereby makes,
constitutes and appoints Ernest C. Roessler and W. Harold Parker,
or either of them, its and his or her true and lawful attorneys,
with full power of substitution to execute, deliver and file in its
or his or her name and on its or his or her behalf, and in each of
the undersigned officer's and director's capacity or capacities as
shown below, (a) Registration Statements on Form S-8 (or other
appropriate form) with respect to the registration under the
Securities Act of 1933, as amended, of the shares of Common Stock
of CCB Financial Corporation, par value $5.00 per share, to be
issued pursuant to the 1993 Nonstatutory Stock Option Plan and the
1993 Management Recognition Plan for CCB Savings Bank of Lenoir,
Inc., SSB adopted by CCB Financial Corporation for the benefit of
the directors and employees of certain of its subsidiary
corporations and all documents in support thereof or supplemental
thereto and any and all amendments, including any and all post-
effective amendments, to the foregoing (hereinafter called the
"Registration Statements"), (b) such registration statements,
petitions, applications, consents to service of process or other
instruments, any and all documents in support thereof or
supplemental thereto, and any and all amendments or supplements to
the foregoing, as may be necessary or advisable to qualify or
register the securities covered by said Registration Statement; and
each of CCB Financial Corporation and said officers and directors
hereby grants to said attorneys, or any of them, full power and
authority to do and perform each and every act and thing whatsoever
as said attorney may deem necessary or advisable to carry out fully
the intent of this power of attorney to the same extent and with
the same effect as CCB Financial Corporation might or could do, and
as each of said officers and directors might or could do personally
in his or her capacity or capacities as aforesaid, and each of CCB
Financial Corporation and said officers and directors hereby
ratifies and confirms all acts and things which said attorneys
might do or cause to be done by virtue of this power of attorney
and its or his or her signatures as the same may be signed by said
attorneys to any or all of the following (and/or any and all
amendments and supplements to any or all thereof): such
Registration Statements filed under the Securities Act of 1933, as
amended, and all such registration statements, petitions,
applications, consents to service of process and other instruments,
and any all documents in support thereof or supplemental thereto,
filed under such securities laws, regulations and requirements as
may be applicable.
IN WITNESS WHEREOF, CCB Financial Corporation has caused
this power of attorney to be signed on its behalf, and each of the
undersigned Officers and Directors in the capacity or capacities
noted has hereunto set his or her hand on the date indicated below.
CCB FINANCIAL CORPORATION
(Registrant)
By: /s/ Ernest C. Roessler
Ernest C. Roessler
Date: May 11, 1994
<PAGE>
Signature Title Date
/s/ Ernest C. Roessler President and May 11, 1994
Ernest C. Roessler Director
(Principal
Executive
Officer)
/s/ W. Harold Parker, Jr. Senior Vice May 11, 1994
W. Harold Parker, Jr. President and
Controller
(Principal
Financial and
Accounting
Officer)
/s/ W. L. Burns, Jr. Chairman of May 11, 1994
W. L. Burns, Jr. the Board
J. Harper Beall, III Director ______, 1994
/s/ James B. Brame, Jr. Director May 11, 1994
James B. Brame, Jr.
/s/ Timothy B. Burnett Director May 11, 1994
Timothy B. Burnett
/s/ Arthur W. Clark Director May 11, 1994
Arthur W. Clark
/s/ Kinsley van R. Dey Director May 11, 1994
Kinsley van R. Dey
/s/ Frances Hill Fox Director May 11, 1994
Frances Hill Fox
T. E. Haigler, Jr. Director ______, 1994
/s/ George R. Herbert Director May 11, 1994
George R. Herbert
Edward S. Holmes Director ______, 1994
Owen G. Kenan
Eugene J. McDonald Director ______, 1994
Hamilton W. McKay, Jr., M.D. Director ______, 1994
/s/ Eric B. Munson Director May 11, 1994
Eric B. Munson
John B. Stedman Director ______, 1994
H. Allen Tate, Jr. Director ______, 1994
/s/ Phail Wynn, Jr. Director May 11, 1994
Dr. Phail Wynn, Jr.
CCB FINANCIAL CORPORATION
1993 NONSTATUTORY STOCK OPTION PLAN
FOR CCB SAVINGS BANK OF LENOIR, INC., SSB
CCB Financial Corporation, a North Carolina corporation
(hereinafter referred to as the "Corporation"), does herein set
forth the terms of the 1993 Nonstatutory Stock Option Plan for CCB
Savings Bank of Lenoir, Inc., SSB (hereinafter referred to as this
"Plan"), which was adopted by the Board of Directors (hereinafter
referred to as the "Corporate Board") of the Corporation.
1. Purpose of this Plan. The purpose of this Plan is to
provide for the grant of Nonstatutory Stock Options (hereinafter
referred to as "Options" or singularly, "Option") and in certain
circumstances the right to surrender such Options for cash, to
Directors (as hereinafter defined) of the Corporation and of its
subsidiary corporations, who wish to invest in the Corporation's
common stock, par value $5.00 per share (hereinafter referred to as
"Common Stock"). The Corporate Board believes that participation
in the ownership of the Corporation by Directors will be to the
mutual benefit of the Corporation, its subsidiaries, and the
Directors. In addition, the existence of this Plan will make it
possible for the Corporation and its subsidiaries to attract
capable individuals to serve on the Corporate Board and the Boards
of Directors of its subsidiaries. As used herein, the term
"Directors" or singularly, "Director," shall mean those members of
the Corporate Board or the Boards of Directors of any of its
subsidiaries who do not participate in the 1993 Incentive Stock
Option Plan of the Corporation as of the date of the Mutual
Conversion (as hereinafter defined) or the Citizens Conversion (as
hereinafter defined), as applicable.
2. Administration of this Plan.
(a) This Plan shall be administered by the Compensation
Committee of the Corporate Board (hereafter the "Committee"). The
Committee shall have full power and authority to construe,
interpret and administer this Plan. All actions, decisions,
determinations, or interpretations of the Committee shall be final,
conclusive, and binding upon all parties.
(b) The Committee shall determine when Limited Stock
Appreciation Rights (as hereinafter described) shall be available
in place of outstanding Options.
(c) The Committee may designate any officers or
employees of the Corporation or of any of its subsidiaries to
assist in the administration of this Plan. The Committee may
authorize such individuals to execute documents on its behalf and
may delegate to them such other ministerial and limited
discretionary duties as the Committee may see fit.
3. Shares of Common Stock Subject to this Plan. The maximum
number of shares of Common Stock that shall be offered under this
Plan is 41,516 shares, subject to adjustment as provided in
paragraph 13. Shares subject to Options which expire or terminate
prior to the issuance of the shares of Common Stock shall lapse and
the shares of Common Stock originally subject to such Options shall
again be available for future grants of Options under this Plan.
4. Eligibility; Grant of Options. (a) Upon the conversion
of Mutual Savings Bank, SSB (hereinafter referred to as "Mutual")
from a North Carolina-chartered mutual savings bank to a North
Carolina-chartered stock savings bank and simultaneous acquisition
of Mutual by the Corporation (hereinafter referred to as the
"Mutual Conversion"), each Director then serving on the Board of
Directors of Mutual shall receive an Option to purchase shares of
Common Stock in the amount set forth below:
SHARES
William C. Smith 2,815
Lawrence W. Hayes 2,392
David O. Rufty 2,252
Paul Pendry 1,970
D. Leon Clark 1,548
W. L. Underdown 1,548
Ben H. Kincaid, Sr. 1,548
Total 14,073
(b) Upon the conversion of Citizens Savings, SSB
(hereinafter referred to as "Citizens") from a North Carolina-
chartered mutual savings bank to a North Carolina-chartered stock
savings bank and simultaneous acquisition of Citizens by the
Corporation (hereinafter referred to as the "Citizens Conversion"),
each Director then serving on the Board of Directors of Citizens
shall receive an Option to purchase shares of Common Stock in the
amount set forth below:
SHARES
George W. Kirby 2,920
Guy E. Herman, Jr. 2,920
J. Harper Beall, Jr. 4,321
J. Harper Beall, III 4,321
E. H. Blair 4,321
W. T. Carpenter, Jr. 4,320
Lloyd B. Smith, Jr. 4,320
Total 27,443
5. Option Price. (a) The price per share of each Option
granted under this Plan (hereinafter called the "Option Price")
shall be determined by the Committee as of the effective date of
grant of such Option, but in no event shall such Option Price be
less than the greater of (i) 100% of the fair market value of
Common Stock on the date of grant or (ii) the par value of Common
Stock. An Option shall be considered as granted on the later of
(i) the effective date of the Mutual Conversion or the Citizens
Conversion, as applicable, (ii) the date that the Committee acts to
grant such Option, or (iii) such later date as the Committee shall
specify in an Option Agreement (as hereinafter defined).
(b) The fair market value of a share of Common Stock
shall be determined as follows: (i) if on the date as of which
such determination is being made, Common Stock being valued is
admitted to trading on a securities exchange or exchanges for which
actual sale prices are regularly reported, or actual sale prices
are otherwise regularly published, the fair market value of a share
of Common Stock shall be deemed to be equal to the mean of the
closing sale price as reported for each of the five (5) trading
days immediately preceding the date as of which such determination
is made; provided, however, that, if a closing sale price is not
reported for each of the five (5) trading days immediately
preceding the date as of which such determination is made, then the
fair market value shall be equal to the mean of the closing sale
prices on those trading days for which such price is available, or
(ii) if on the date as of which such determination is made, no such
closing sale prices are reported, but quotations for Common Stock
being valued are regularly listed on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") or another
comparable system, the fair market value of a share of Common Stock
shall be deemed to be equal to the mean of the average of the
closing bid and asked prices for such Common Stock quoted on such
system on each of the five (5) trading days preceding the date as
of which such determination is made, but if a closing bid and asked
price is not available for each of the five (5) trading days, then
the fair market value shall be equal to the mean of the average of
the closing bid and asked prices on those trading days during the
five-day period for which such prices are available, or (iii) if no
such quotations are available, the fair market value of a share of
Common Stock shall be deemed to be the average of the closing bid
and asked prices furnished by a professional securities dealer
making a market in such shares, as selected by the Committee, for
the trading date first preceding the date as of which such
determination is made. If the Committee determines that the price
as determined above does not represent the fair market value of a
share of Common Stock, the Committee may then consider such other
factors as it deems appropriate and then fix the fair market value
for the purposes of this Plan.
6. Payment of Option Price. Payment for shares subject to
an Option may be made either in cash, or with the approval of the
Committee, in other stock of the Corporation owned by an Director
or such other person as may be entitled to exercise such Option.
Any shares of the Corporation's stock that are delivered in payment
of the aggregate Option Price shall be valued at their fair market
value, as determined by the Committee, on the date of the exercise
of such Option.
7. Terms and Conditions of Grant of Options. Each Option
granted pursuant to this Plan shall be evidenced by a written
Nonstatutory Stock Option Agreement (hereinafter referred to as
"Option Agreement") with each Director (hereinafter referred to as
"Optionee") to whom an Option is granted; such agreement shall be
substantially in the form attached hereto as Exhibit "A", unless
the Committee shall adopt a different form and, in each case, may
contain such other, different, or additional terms and conditions
as the Committee may determine.
8. Option Period. Each Option Agreement shall set forth a
period during which such Option may be exercised (hereinafter
referred to as the "Option Period"); provided, however, that the
Option Period shall not exceed ten (10) years after the date of
grant of such Option as specified in an Option Agreement.
9. Change of Control; Limited Stock Appreciation Rights.
(a) In connection with the grant of any Option under
this Plan, the Committee may, in its discretion, provide an
Optionee with the right (herein sometimes referred to as "Limited
Stock Appreciation Rights"), following a "change in control" of the
Corporation and without regard to any restrictions on exercise that
would otherwise apply, to surrender any unexercised portion of such
Option as such Optionee then may have for a cash payment equal to
the amount by which the fair market value (as determined by the
Committee) of the number of shares of Common Stock then subject to
such Option exceeds the aggregate Option Price therefor.
(b) When used herein, the phrase "change in control"
refers to (i) the acquisition by any person, group of persons or
entity of the beneficial ownership or power to vote more than
twenty percent (20%) of the Corporation's outstanding stock or (ii)
during any period of two (2) consecutive years, as change in the
majority of the Committee unless the election of each new Director
was approved by at least two-thirds of the Directors then still in
office who were Directors at the beginning of such two (2) year
period.
(c) Limited Stock Appreciation Rights shall be exercised
by written notice to the Corporation as provided in paragraph 10
hereof at any time prior to the earlier of (i) the date which is
thirty (30) days after the date of notice of a change in control or
(ii) the last day of the Option Period provided for in an Option
Agreement, but in no event shall the expiration date be more than
ten (10) years after the date of grant of an Option as provided in
paragraph 8 above.
(d) Limited Stock Appreciation Rights may be exercised
only when the market value of Common Stock subject to an Option
exceeds the aggregate Option Price determined as provided in paragraph 5 above.
10. Exercise of Options. An Option or the right to surrender
an Option for cash as provided in paragraph 9 hereof shall be
exercised by written notice to the Committee signed by an Optionee
or by such other person as may be entitled to exercise such Option
or to surrender such Option. In the case of the exercise of an
Option, the aggregate Option Price for the shares being purchased
may be paid either in cash or, with the approval of the Committee,
in shares of the Corporation's stock (valued as determined by the
Committee as of the date of exercise) or any combination thereof
and the notice of exercise shall specify how payment will be made.
The written notice shall state the number of shares with respect to
which an Option is being exercised or surrendered and, in the case
of the exercise of an Option, shall either be accompanied by the
payment of the aggregate Option Price for such shares or shall fix
a date (not more than ten (10) business days after the date of such
notice) by which the payment of the aggregate Option Price will be
made. An Optionee shall not exercise an Option to purchase less
than 100 shares, unless the Committee otherwise approves or unless
the partial exercise is for the remaining shares available under
such Option. A certificate or certificates for the shares of
Common Stock purchased by the exercise of an Option shall be issued
in the regular course of business subsequent to the exercise of
such Option and the payment therefor. During the Option Period, no
person entitled to exercise any Option granted under this Plan
shall have any of the rights or privileges of a shareholder with
respect to any shares of Common Stock issuable upon exercise of
such Option, until certificates representing such shares shall have
been issued and delivered and the individual's name entered as a
shareholder of record on the books of the Corporation for such
shares.
11. Effect of Leaving the Board or Death.
(a) In the event that an Optionee leaves the Corporate
Board or the Board of Directors of any of the subsidiaries of the
Corporation (the appropriate such Board of Directors is hereinafter
referred to as a "Board") for any reason other than retirement,
disability, or death, any Option granted to the Optionee under this
Plan, to the extent not previously exercised or surrendered by him
or expired, shall immediately terminate; provided, however, that an
Optionee who leaves the Board of Directors of any of the subsidiaries
of the Corporation, at the request of the Board, may
be exempted from the operation of the foregoing provision by a majority
vote of the Committee.
(b) In the event that an Optionee should leave a Board
as a result of such Optionee's retirement, such Optionee shall have
the right to exercise an Option granted to him under this Plan, to
the extent that it has not previously been exercised or surrendered
by him or expired, for such period of time as may be determined by
the Committee and specified in an Option Agreement, but in no event
may any Option or the right to surrender any Option for cash be
exercised later than the end of the Option Period provided in the
Option Agreement in accordance with paragraph 8 hereof.
Notwithstanding any other provision contained herein, or in any
Option Agreement, upon retirement, any Option then held by an
Optionee shall be exercisable immediately in full. For purposes of
this Plan, the term "retirement" shall mean termination of a
Director's membership on a Board (i) at any time after attaining
age 65 with the approval of the Committee; or (ii) at the election
of the Director, at any time after not less than five (5) years
service as a member of a Board, such service shall be computed
cumulatively for purposes of this clause (ii).
(c) In the event that an Optionee should leave a Board
by reason of such Optionee's disability, such Optionee shall have
the right to exercise an Option granted to him under this Plan, to
the extent that it has not previously been exercised or surrendered
by him or expired, for such period of time as may be determined by
the Committee and specified in an Option Agreement, but in no event
may any Option or the right to surrender any Option for cash be
exercised later than the end of the Option Period provided in the
Option Agreement in accordance with paragraph 8 hereof.
Notwithstanding any other provision contained herein, or in any
Option Agreement, upon leaving by reason of disability, any Option
then held by an Optionee shall be exercisable immediately in full.
For purposes of this Plan, the term "disability" shall be defined
as may be determined by the Committee, from time to time, or as
determined at any time with respect to any individual Optionee.
(d) In the event that an Optionee should die while
serving on a Board or after his retirement or after his leaving by
reason of disability during the Option Period provided in an Option
Agreement in accordance with paragraph 8 hereof, an Option granted
to the Optionee under this Plan, to the extent that it has not
previously been exercised or surrendered by the Optionee or
expired, shall vest and shall be exercisable, in accordance with
its terms, by the personal representative of such Optionee, the
executor or administrator of such Optionee's estate, or by any
person or persons who acquired such Option by bequest or
inheritance from such Optionee, notwithstanding any limitations
placed on the exercise of such Option by this Plan or an Option
Agreement, at any time within twelve (12) months after the date of
death of such Optionee, but in no event may an Option or the right
to surrender an Option for cash be exercised later than the end of
the Option Period provided in an Option Agreement in accordance
with paragraph 8 hereof. Any references herein to an Optionee
shall be deemed to include any person entitled to exercise an
Option after the death of such Optionee under the terms of this
Plan.
12. Effect of Plan on Status as Member of a Board. The fact
that a Director has been granted an Option under this Plan shall
not confer on such Director any right to continued service on a
Board, nor shall it limit the right of the Corporation or of any of
its subsidiaries to remove such Director from a Board at any
time.
13. Adjustment Upon Changes in Capitalization; Dissolution or
Liquidation.
(a) In the event of a change in the number of shares of
Common Stock outstanding by reason of a stock dividend, stock
split, recapitalization, reorganization, merger, exchange of
shares, or other similar capital adjustment prior to the
termination of an Optionee's rights under this Plan, equitable
proportionate adjustments shall be made by the Committee in (i) the
number and kind of shares which remain available under this Plan
and (ii) the number, kind, and the Option Price of shares subject
to the unexercised portion of an Option under this Plan. The
adjustments to be made shall be determined by the Committee and
shall be consistent with such change or changes in the
Corporation's total number of outstanding shares; provided,
however, that no adjustment shall change the aggregate Option Price
for the exercise of Options granted under this Plan.
(b) The grant of Options under this Plan shall not
affect in any way the right or power of the Corporation or its
shareholders to make or authorize any adjustment, recapitalization,
reorganization, or other change in the Corporation's capital structure
or its business, or any merger or consolidation of the
Corporation, or to issue bonds, debentures, preferred or other
preference stock ahead of or affecting Common Stock or the rights
thereof, or the dissolution or liquidation of the Corporation, or
any sale or transfer of all or any part of the Corporation's assets
or business.
(c) Upon the effective date of the dissolution or
liquidation of the Corporation, or of a reorganization, merger, or
consolidation of the Corporation with one or more other
corporations in which the Corporation is not the surviving
corporation, or the transfer of all or substantially all of the
assets or shares of the Corporation to another person or entity
(any such transaction being hereinafter referred to as a
"Terminating Event"), this Plan and any Options granted hereunder,
including the right to surrender such Options for cash as provided
in paragraph 9 hereof, shall terminate unless provision is made in
writing in connection with such Terminating Event for the
continuance of this Plan and for the assumption of Options granted
hereunder, or the substitution for such Options of new options for
the shares of the successor corporation, or a parent or a
subsidiary thereof, with such appropriate adjustments as may be
determined or approved by the Committee, or the successor to the
Corporation, to the number and kind of shares subject to such
substituted options in which event this Plan and Options granted
hereunder, or the new options substituted therefore, shall continue
in the manner and under the terms so provided. Upon the occurrence
of any Terminating Event in which provision is not made for the
continuance of this Plan and for the assumption of Options granted
hereunder, or the substitution for such Options of new options for
the shares of a successor corporation or a parent or a subsidiary
thereof, each Optionee to whom an Option has been granted under
this Plan (or such person's personal representative, the executor
or administrator of such person's estate, or any person who
acquired the right to exercise such Option from such person by
bequest or inheritance) shall be entitled, prior to the effective
date of any such Terminating Event, (i) to exercise, in whole or in
part, his rights under any Option granted to the Optionee without
any regard to any restrictions on exercise that would otherwise
apply, or (ii) to surrender any such Option to the Corporation in
exchange for receipt of cash equivalent to the amount by which the
fair market value of the shares of Common Stock such person would
have received had such person exercised his Option in full
immediately prior to consummation of such Terminating Event exceeds
the applicable aggregate Option Price. To the extent that a
person, pursuant to this subparagraph 11(c) has a right to exercise
or surrender any Option on account of a Terminating Event which
that person otherwise would not have had at that time, such right
shall be contingent upon the consummation of such Terminating
Event.
14. Non-Transferability. An Option granted under this Plan
shall not be assignable or transferable except, in the event of the
death of an Optionee, by will or by the laws of descent and
distribution. In the event of the death of an Optionee, the
Optionee's personal representative, the executor or the
administrator of such Optionee's estate, or the person or persons
who acquired by bequest or inheritance the rights to exercise or to
surrender such Options, may exercise or surrender any Option or
portion thereof to the extent not previously exercisable or
surrendered by an Optionee or expired, in accordance with its
terms, prior to the expiration of the exercise period as specified
in subparagraph 11(d) hereof.
15. Tax Withholding. The Corporation or any of its
subsidiaries shall have the right to deduct or otherwise effect a
withholding of any amount required by federal or state laws to be
withheld with respect to the grant, exercise or surrender for cash
of any Option or the sale of stock acquired upon the exercise of an
Option in order for the Corporation or any of its subsidiaries to
obtain a tax deduction otherwise available as a consequence of such
grant, exercise, surrender for cash, or sale, as the case may be.
16. Listing and Registration of Option Shares. Any Option
granted under this Plan shall be subject to the requirement that if
at any time the Committee shall determine, in its discretion, that
the listing, registration, or qualification of the shares covered
thereby upon any securities exchange or under any state or federal
law or the consent or approval of any governmental regulatory body
is necessary or desirable as a condition of, or in connection with,
the granting of such Option or the issuance or purchase of shares
thereunder, such Option may not be exercised in whole or in part
unless and until such listing, registration, qualification,
consent, or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee.
17. Exculpation and Indemnification. In connection with this
Plan, no member of the Committee shall be personally liable for any
act or omission to act in his capacity as a member of the
Committee, nor for any mistake in judgment made in good faith,
unless arising out of, or resulting from, such person's own bad
faith, gross negligence, willful misconduct, or criminal acts. To
the extent permitted by applicable law and regulation, the
Corporation shall indemnify and hold harmless the members of the
Committee, and each other officer or employee of the Corporation or
of any of its subsidiaries to whom any duty or power relating to
the administration or interpretation of this Plan may be assigned
or delegated, from and against any and all liabilities (including
any amount paid in settlement of a claim with the approval of the
Committee) and any costs or expenses (including counsel fees)
incurred by such persons arising out of or as a result of, any act
or omission to act in connection with the performance of such
person's duties, responsibilities, and obligations under this Plan,
other than such liabilities, costs, and expenses as may arise out
of, or result from, the bad faith, gross negligence, willful
misconduct, or criminal acts of such persons.
18. Amendment and Modification of this Plan. The Corporate
Board may at any time, and from time to time, amend or modify this
Plan (including the form of Option Agreement) in any respect. Any
amendment or modification of this Plan shall not materially reduce
the benefits under any Option theretofore granted to an Optionee
under this Plan without the consent of such Optionee or the
transferee in the event of the death of such Optionee.
19. Termination and Expiration of this Plan. This Plan may
be abandoned, suspended, or terminated at any time by the Corporate
Board; provided, however, that abandonment, suspension, or
termination of this Plan shall not affect any Options then
outstanding under this Plan. No Option shall be granted pursuant
to this Plan after ten (10) years from the effective date of this
Plan as provided in paragraph 20 hereof.
20. Effective Date. This Plan has been adopted by the
Corporate Board to be effective as of the date of the Mutual Conversion.
21. Captions and Headings; Gender and Number. Captions and
paragraph headings used herein are for convenience only, do not
modify or affect the meaning of any provision herein, are not a
part hereof, and shall not serve as a basis for interpretation or
in construction of this Plan. As used herein, the masculine gender
shall include the feminine and neuter, the singular number, the
plural, and vice versa, whenever such meanings are appropriate.
22. Expenses of Administration of Plan. All costs and
expenses incurred in the operation and administration of this Plan
shall be borne by the Corporation or by one of its subsidiaries.
23. Governing Law. Without regard to the principles of
conflicts of laws, the laws of the State of North Carolina shall
govern and control the validity, interpretation, performance, and
enforcement of this Plan.
24. Inspection of Plan. A copy of this Plan, and any
amendments thereto or modifications thereof, shall be maintained by
the Secretary of the Corporation and shall be shown to any proper
person making inquiry about it.
