As filed with the Securities and Exchange Commission on August 14, 1995
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)
_________________________
OMNI CAPITAL GROUP, INC.
1988 INCENTIVE STOCK OPTION PLAN
(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)
Proposed Proposed Amount of
Title of Amount to be Maximum Maximum Registration
Securities Registered Offering Aggregate Fee(1)
to be Price Offering
Registered Per Share Price
Common
Stock, 151,500 * $1,762,422 $607.73
$5 par
value
(1) The shares of Common Stock are being offered to eligible employees
of Registrant and its direct and indirect subsidiaries pursuant to
options granted to them in accordance with the terms of the Omni
Capital Group, Inc. 1988 Incentive Stock Option Plan (the "Plan")
adopted by Registrant in connection with its acquisition of
Security Capital Bancorp. 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
The following documents filed by Registrant with the
Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated herein by reference:
(i) Registrant's Annual Report on Form 10-K
(Commission File No. 0-12358) for the year ended December 31,
1994;
(ii) Registrant's Current Report on Form 8-K
dated May 19, 1995 and two Current Reports on Form 8-K both dated
July 17, 1995.
(iii) Registrant's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1995 and June 30, 1995.
In addition, all documents subsequently filed with the
Commission by Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment which indicates that all
securities being offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the
dates of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Registrant is incorporated under the laws of the State of
North Carolina. North Carolina's Business Corporation Act (the
"BCA") contains provisions prescribing the extent to which
directors and officers of a corporation shall or may be
indemnified.
The BCA permits a corporation, with certain exceptions, to
indemnify a current or former officer or director against
liability if he acted in good faith and he reasonably believed
(i) in the case of conduct in his official capacity with the
corporation, that his conduct was in its best interests, (ii) in
all other cases, that his conduct was at least not opposed to its
best interests and (iii) with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. A corporation may not indemnify him in connection with
a proceeding by or in the right of the corporation in which he
was adjudged liable to the corporation or in connection with any
<PAGE>
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 unless and only to the extent that
the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, he
is fairly and reasonably entitled to indemnity for such
reasonable expenses incurred which the court shall deem proper.
The BCA requires a corporation to indemnify an officer or
director in the defense of any proceeding to which he was a party
against reasonable expenses to the extent that he is wholly
successful on the merits or otherwise in his defense.
Indemnification under the BCA generally shall be made by the
corporation only upon a determination that indemnification of the
director or officer was proper under the circumstances because he
met the applicable standard of conduct. Such determination may
be made by (i) the Board of Directors by a majority vote of a
quorum consisting of directors who are not parties to such
proceeding, (ii) if such a quorum is not obtainable, by majority
vote of a committee duly designated by the Board of Directors
consisting solely of two or more directors not at the time party
to such proceeding, (iii) if such quorum is not obtainable, or,
even if obtainable if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or
(iv) by the stockholders of the corporation.
The BCA permits a corporation to provide for indemnification of
directors and officers in its Articles of Incorporation or Bylaws
or by contract or otherwise, against liability in various
proceedings, and to purchase and maintain insurance policies on
behalf of these individuals. The Articles of Incorporation of
the Registrant provide for the elimination of the personal
liability for monetary damages for certain breaches of fiduciary
duty and the Bylaws of the Registrant provide for the
indemnification of directors and officers to the maximum extent
permitted by North Carolina law.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed herewith or incorporated
herein by reference as part of this Registration Statement:
4 Specimen of Registrant's Common Stock
certificate (incorporated by reference to Exhibit 4 of
Registrant's Registration Statement on Form S-8 dated
April 19, 1993).
5 Opinion of Ward and Smith, P.A. as to the
legality of the securities being registered (filed
herewith).
<PAGE>
23.1 Consent of KPMG Peat Marwick LLP (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 Omni Capital Group, Inc. 1988 Incentive
Stock Option Plan (filed herewith).
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in
which offers or sales are being made, a post-
effective amendment to this Registration
Statement:
(i) to include any
Prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the
Prospectus any facts or events arising
after the effective date of the
Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the
Registration Statement;
(iii) to include any
material information with respect to the
plan of distribution not previously
disclosed in the Registration Statement
or any material change to such
information in the Registration
Statement;
provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in
the Registration Statement.
(2) That, for purposes of determining
any liability under the Securities Act of 1933,
each such post-effective amendment shall be
deemed to be a new Registration Statement
relating to the securities offered therein, and
the offering of such securities at that time
shall be deemed to be the initial bona fide
offering thereof.
<PAGE>
(3) To remove from registration by
means of a post-effective amendment any of the
securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 whether such
indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
<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 August 10, 1995.
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 Vice Chairman, August 10, 1995
Ernest C. Roessler President and
Director
(Principal
Executive
Officer)
/s/W. Harold Parker, Jr. Senior Vice August 10, 1995
W. Harold Parker, Jr. President and
Controller
(Principal
Financial and
Accounting
Officer)
*/s/W. L. Burns, Jr. Chairman of the August 9, 1995
W. L. Burns, Jr. Board of
Directors
*/s/David B. Jordan Vice Chairman August 9, 1995
David B. Jordan and
Director
*/s/John M. Barnhardt Director August 9, 1995
John M. Barnhardt
*/s/J. Harper Beall, III Director August 8, 1995
J. Harper Beall, III
*/s/James B. Brame, Jr. Director August 9, 1995
James B. Brame, Jr.
Director August __, 1995
Timothy B. Burnett
<PAGE>
*/s/Edward S. Holmes Director August 9, 1995
Edward S. Holmes
Director August __, 1995
Owen G. Kenan
*/s/Eugene J. McDonald Director August 9, 1995
Eugene J. McDonald
*/s/Hamilton W. McKay, Director August 9, 1995
Jr.,M.D.
Hamilton W. McKay, Jr., M.D.
*/s/Eric B. Munson Director August 9, 1995
Eric B. Munson
Director August __, 1995
J. G. Rutledge, III
*/s/Miles J. Smith, Jr. Director August 9, 1995
Miles J. Smith, Jr.
*/s/Jimmy K. Stegall Director August 9, 1995
Jimmy K. Stegall
*/s/H. Allen Tate, Jr. Director August 10, 1995
H. Allen Tate, Jr.
Director August __, 1995
James L. Williamson
Director August __, 1995
Dr. Phail Wynn, Jr.
*By: /s/W. Harold Parker, Jr.
W. Harold Parker, Jr., Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
4 Specimen of Registrant's Common Stock Incorporated by
reference
5 Opinion of Ward and Smith, P.A. as 9
to the legality of the securities
being registered
23.1 Consent of KPMG Peat Marwick LLP 11
23.2 Consent of Ward and Smith, P.A. Included
in Exhibit 5
24 Power of Attorney 12
99 Copy of Omni Capital Group, Inc. 1988
Incentive Stock Option Plan. 15
AG\RTP
RLMAIN\7292.
<PAGE>
August 9, 1995
Board of Directors
CCB Financial Corporation
111 Corcoran Street
Durham, North Carolina 27701
RE: Omni Capital Group, Inc. 1988 Incentive Stock Option Plan
Our File 93R0034 (Y)
Gentlemen:
We have acted as counsel to CCB Financial Corporation
("CCB") in connection with its acquisition of Security
Capital Bancorp effective May 19, 1995 and in connection
therewith CCB assumed the obligations under the Omni Capital
Group, Inc. 1988 Incentive Stock Option Plan (the "Plan").
Pursuant to the Plan, CCB is obligated to offer up to
151,500 shares of its $5.00 par value common stock (the
"Shares") pursuant to the terms of the Plan and the Amended
and Restated Agreement of Combination, dated as of December
1, 1994 with regard to the acquisition of Security Capital
Bancorp (the "Merger Agreement").
In our capacity as 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 Merger
Agreement, 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
provision 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.
<PAGE>
Board of Directors
August 9, 1995
Page 2
Based upon the foregoing, it is our opinion that all
requisite corporate action has been taken to adopt the Plan
and to authorize the issuance and sale of the Shares
pursuant thereto; and, that, provided the S-8 Registration
Statement filed with the Securities and Exchange Commission
with regard to the Plan and the Shares shall have come and
shall 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 S-8 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 S-8
Registration Statement and to the filing of this opinion as
an exhibit thereto.
Yours very truly,
/s/ Ward and Smith, P.A.
WARD AND SMITH, P.A.
RLMAIN/7293
<PAGE>
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 Omni
Capital Group, Inc. 1988 Incentive Stock Option Plan.
KPMG Peat Marwick LLP
Raleigh, North Carolina
August 11, 1995
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,
Jr. or either of them, its and his true and lawful attorneys,
with full power of substitution to execute, deliver and file in
its or his name and on its or his 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 Security Capital Bancorp Omnibus Stock
Ownership and Long-Term Incentive Plan, the Omni Capital Group,
Inc. 1988 Incentive Stock Option Plan and the Omni Capital Group,
Inc. 1988 Directors Non-Qualified Stock Option Plan, as amended,
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 Statements;
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 in each of said 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 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 and all documents in
support thereof or supplemental thereto, filed under such
securities laws, regulations and requirements as may be
applicable.
<PAGE>
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 hand on the date indicated
below.
CCB FINANCIAL CORPORATION
(Registrant)
By: /s/Ernest C. Roessler
Ernest C. Roessler
Date: August 10, 1995
Signature Title Date
Vice Chairman,
President and
/s/Ernest C. Roessler Director August 10, 1995
Ernest C. Roessler (Principal
Executive
Officer)
Senior Vice
President and
Controller
/s/W. Harold Parker, Jr. (Principal August 10, 1995
W. Harold Parker, Jr. Financial and
Accounting
Officer)
/s/W. L. Burns, Jr. Chairman of August 9, 1995
W. L. Burns, Jr. the Board of
Directors
Vice Chairman
/s/David B. Jordan and August 9, 1995
David B. Jordan Director
/s/John M. Barnhardt Director August 9, 1995
John M. Barnhardt
/s/J. Harper Beall, III Director August 8, 1995
J. Harper Beall, III
/s/James B. Brame, Jr. Director August 9, 1995
James B. Brame, Jr.
__________________ Director August __, 1995
Timothy B. Burnett
<PAGE>
/s/Edward S. Holmes Director August 9, 1995
Edward S. Holmes
__________________ Director August __, 1995
Owen G. Kenan
/s/Eugene J. McDonald Director August 9, 1995
Eugene J. McDonald
/s/Hamilton W. McKay, Jr., M.D. Director August 9, 1995
Hamilton W. McKay, Jr., M.D.
/s/Eric B. Munson Director August 9, 1995
Eric B. Munson
_____________________ Director August __, 1995
J. G. Rutledge, III
/s/Miles J. Smith, Jr. Director August 9, 1995
Miles J. Smith, Jr.
/s/Jimmy K. Stegall Director August 9, 1995
Jimmy K. Stegall
/s/H. Allen Tate, Jr. Director August 10, 1995
H. Allen Tate, Jr.
_________________ Director August __, 1995
James L. Williamson
_____________________ Director August __, 1995
Dr. Phail Wynn, Jr.
RLMAIN/7249.
<PAGE>
OMNI CAPITAL GROUP, INC.
1988 INCENTIVE STOCK OPTION PLAN
Omni Capital Group, Inc., a North Carolina corporation (the
"Corporation"), hereby establishes the following 1988 Incentive
Stock Option Plan for the benefit of Key Employees of the
Corporation and its Subsidiaries:
1. Definitions:
(a) "Code" means the internal Revenue Code of 1986, as
amended.
(b) "Committee" means the Stock Option Committee
appointed by the Board of Directors of the Corporation
to administer the Plan.
(c) "Common Stock" means the common stock, $1.00 par
value per share, of the Corporation to be issued
pursuant to the Plan.
(d) "Corporation" means Omni Capital Group, Inc.
(e) "Fair Market Value" means the average of the
closing bid and asked prices for the Common Stock in
the over-the-counter market as reported by the National
Association of Securities Dealers Automated Quotation
System if the Common Stock is not listed on a national
securities exchange or the NASDAQ National Market
System; or the closing price of the Common Stock if the
Common Stock is listed on such an exchange or traded on
the NASDAQ National Market System; or the fair value
thereof determined in good faith by the Board of
Directors of the Corporation if the Common Stock is not
listed on a national securities exchange or quoted in
the NASDAQ National Market System or the over-the-
counter market
(f) "Disabled" means the inability of an Optionee to
engage in his profession by reason of any medically
determinable physical or mental impairment which can be
expected to result in death or which is to last or can
be expected to last for a continuous period of not less
than twelve months.
(g) "Incentive Stock Option Agreement" means a formal
written agreement between the Corporation and an
Optionee in such form containing such provisions not
inconsistent with the provisions of the Plan as the
Committee shall from time to time approve
setting forth the terms and conditions of the
grant of an Option to purchase shares of Common Stock
pursuant to the Plan.
(h) "Key Employee" means an active full time employee
of the Corporation or its Subsidiaries who has
significant responsibility for the growth and financial
success of the Corporation, including officers and
other employees of the Corporation and its
Subsidiaries. The term "Key Employee" does not include
a director of the Corporation or a Subsidiary who is
not otherwise an active employee of the Corporation or
a Subsidiary, or a person who has retired from the
active employment of the Corporation or a Subsidiary.
(i) "Option" means the right granted by the
Corporation pursuant to the Plan to a Key Employee to
purchase shares of Common Stock.
(j) "Optionee" means the Key Employee to whom such
Option is granted.
(k) "Plan" means the Omni Capital Group, Inc. 1988
Incentive Stock Option Plan.
(l) "Subsidiaries" means subsidiary corporations of
the Corporation as that term is defined in Section
425(f) of the Code.
2. Purpose:
This Plan is for the purpose of securing or retaining the
services of Key Employees of the Corporation and its
Subsidiaries. The Board of Directors of the Corporation believes
the Plan will promote and increase personal interest in the
welfare of the Corporation by, and provide incentive to, those
who are primarily responsible not only for its regular operations
but also for shaping and carrying out the long-range plans of the
Corporation and aiding its continued growth and financial
success. It is also intended that Options issued pursuant to the
Plan shall constitute incentive stock options within the meaning
of Section 422A of the Code and that the Plan shall satisfy the
requirements of Rule 16b-3 under the Securities Exchange Act of
1934.
3. Administration:
The Plan shall be administered by the Committee, which shall
consist of not less than three members of the Board of Directors
of the Corporation who shall be appointed by the Board of
Directors. No person shall serve on the Committee who is, or
within the preceding year has been, eligible to receive an Option
under the Plan.
The members of the Committee shall serve at the pleasure of the
Board of Directors, which may fill vacancies, however caused, in
the Committee. The Committee shall select one of its members as
its chairman and shall hold its meetings at such times and places
as it shall deem advisable. A majority of its members shall
constitute a quorum, and all actions of the Committee shall be
taken by a majority of its members Any action of the Committee
evidenced by a written instrument, signed by a majority of its
members, shall be fully as effective as if it had been taken by a
vote of a majority of its members at a meeting duly called and
held. The Committee shall appoint a secretary, who may be but
need not be a member of the Committee; shall keep minutes of its
meetings; and shall make such rules and regulations for the
conduct of its business as it shall deem advisable.
Subject to the express provisions of the Plan, the Committee
shall have complete authority, in its discretion, to determine
the Key Employees of the Corporation and the Subsidiaries to
whom, the time or times when, and the price or prices at which,
Options shall be granted, the option periods, and the number of
shares to be subject to each Option. The Committee shall also
have complete authority to interpret the Plan, to prescribe,
amend, and rescind rules and regulations relating to it, to
determine the terms and provisions of the respective Incentive
Stock Option Agreements (which need not be identical), and to
make all other determinations necessary or advisable for the
administration of the Plan. The Committee's determinations on
the matters referred to in this section shall be conclusive and
binding upon all persons including, without limitation, the
Corporation and its Subsidiaries, the Committee and each of the
members thereof, and the Directors, officers, and employees of
the Corporation and its Subsidiaries, the Optionees, and their
respective successors in interest.
4. Eligibility:
Options may be granted to not more than thirty-five Key
Employees. No Key Employee shall be eligible, except as provided
in Section 13 hereof, to receive an Option if such employee would
beneficially own, directly or indirectly, immediately after the
Option was granted, capital stock of the Corporation possessing
more than ten percent of the total combined voting power of all
classes of capital stock of the Corporation. For the purposes of
the preceding sentence, the rules of Section 425(d) of the Code
shall apply, and capital stock of the Corporation which an
employee may purchase under outstanding options shall be treated
as stock owned by such employee. In determining the employees to
whom Options will be
granted and the number of shares to be covered by each Option,
the Committee shall take into account the duties of the
respective employees, their present and potential contributions
to the success of the Corporation, the anticipated number of
years of effective service remaining, and such other factors as
they shall deem relevant in connection with accomplishing the
purposes of the Plan. Subject to the limits set forth in this
Plan, a Key Employee who has been granted an Option may be
granted an additional Option or Options if the shall so
determine.
Notwithstanding the foregoing provisions of the Plan, no
employee may be granted an Option in any calendar year if the
aggregate fair market value (determined as of the time the Option
is granted) of the stock with respect to which incentive stock
options are exercisable for the first time by such employee
during any calendar year, under this and all other incentive
stock options plans (as defined in Section 422A of the Code) of
the Corporation or its Subsidiaries, would exceed $100,000. No
member of the Committee shall be eligible to receive an Option.
5. Stock Subject to Option:
As of the effective date hereof, there shall be authorized
and reserved for issuance upon the exercise of Options granted
under the Plan an aggregate of 200,000 shares of Common Stock.
Shares to be issued upon the exercise of Options may be in whole
or in part as the Board of Directors of the Corporation shall
from time to time determine and may be either authorized but
unissued shares of Common Stock or issued shares of Common Stock
which have been acquired by the Corporation. If any Option
granted under the Plan shall expire or terminate for any reason
without having been exercised in full, Options may be granted to
other Key Employees with respect to such unpurchased shares.
6. Granting of Options: Option Price:
Following the selection by the Committee of a Key Employee
to whom an Option shall be granted, the Corporation shall tender
for a signature an Incentive Stock Option Agreement. The date on
which an Option shall be granted shall be the date of Committee's
authorization of such grant, or such later date as may be
determined by the Committee at the time such grant is authorized.
The purchase price of the Common Stock under each Option
shall be determined by the Committee, but shall be not less than
100% of the Fair Market Value of the stock at the time of the
granting of the Option, and in no event shall the purchase price
with respect to authorized but theretofore unissued shares of
stock be less than the par value of the stock
7. Exercise of Option:
An Option may be exercised by written notice to the
Corporation at its offices at 507 West Innes Street, Salisbury,
North Carolina, or such other address to which the office may be
relocated, which notice shall be signed by the Key Employee or by
the Key Employee's successors, as hereinafter described in
Section 9, which shall state the number of shares with respect to
which the Option is being exercised, and shall contain the
representation that it is the Optionee's present intention to
acquire the shares being purchased for investment and not for
resale. Payment in full of the option price of said shares must
be made at the time of the exercise of the Option, and payment
may be made in cash or shares of Common Stock of the Corporation
previously held by the Optionee, or a combination of both.
Payment in shares may be made with shares received upon the
exercise or partial exercise of an Option, whether or not
involving a series of exercises or partial exercises and whether
or not share certificates for such shares surrendered have been
delivered to the Optionee Shares of Common Stock previously held
by the Optionee and surrendered, in accordance with rules and
regulations adopted by the Committee, for the purpose of making
full or partial payment of the option price, shall be valued for
such purpose at the "fair market value" thereof ("fair market
value" to be determined in the manner hereinbefore provided in
Section 1(e)) on the date the Option is exercised As soon as
practicable after said notice shall have been received, the
Corporation shall, without issue tax to the optionee, deliver to
the Optionee a stock certificate registered in the Optionee's
name representing the Option shares.
Except as otherwise provided herein, the Optionee shall not
have any rights of a shareholder of the Corporation with respect
to the shares covered by the Option except to the extent that,
and until, one or more certificates for shares shall have been
delivered to Optionee upon the due exercise of the Option.
8. Option Period:
The Options granted hereunder shall be exercisable in whole
or in part or in installments from time to time as may be
specified by the Committee, except that no Option granted
hereunder shall be exercisable within six months of, or after the
expiration of ten years from, the date the Option is granted.
9. Termination of Employment:
(a) If the employment of any person to whom an Option has
been granted is terminated for any reason other than death,
disability, retirement with the consent of the Corporation or
termination without cause, his Option or Options shall terminate
immediately If an Optionee retires with the consent of the
Corporation and if an Optionee is terminated without cause by the
Corporation, or any of its Subsidiaries, he may exercise his
Option to the extent that he was entitled to exercise it as of
the date of said retirement or termination but only within three
months after said retirement or termination and in no event after
the expiration of ten years from the date such Opt ion was
granted. A temporary leave of absence approved by the
Corporation or any if its Subsidiaries shall not be deemed to be
a termination of employment, unless, under any applicable
provisions of the Code or regulations promulgated thereunder, as
then in effect, the affected Optionee would be accorded different
tax treatment than if such Optionee were an active employee of
the Corporation or any of its Subsidiaries.
(b) If any person to whom an Option has been granted shall
die or become Disabled while he is an employee of the Corporation
or any of its Subsidiaries, or shall die within three months
after retirement with the consent of the Corporation, such Option
may be exercised (to the extent he would have been entitled to do
so on the date of his death or disability) by the Optionee or a
legatee or legatees of the Optionee under his last will, or by
his personal representatives or distributees, at any time within
one year after the termination of his employment, but in no event
after the expiration of ten years from the date the Option is
granted. That an Optionee is Disabled must be determined by the
Committee only upon certification thereof by a qualified
physicians selected by the Committee after examination of the
Optionee by such physicians.
10. The Right of the Corporation to Terminate Employment:
Nothing contained in the Plan or in any Option granted
Pursuant to the Plan shall confer upon any Optionee any right to
be continued in the employment of the Corporation or one of its
Subsidiaries, or shall interfere in any way with the right of the
Corporation or any of its Subsidiaries, as the case may be, to
terminate his employment at any time for any reason.
11. Adjustments Upon Changes in Capitalization: Acceleration of
Exercise Rights
The total amount of shares on which Options may be granted under
the Plan and option rights (both as to the number of shares and
the Option Price) shall be appropriately adjusted for any
increase or decrease in the number of outstanding shares of
Common Stock of the Corporation resulting from payment of a stock
dividend on the Common Stock, or a reclassification of the Common
Stock, and (in accordance with the provisions contained in the
next following paragraph) in the event of a merger or
consolidation.
After the merger of one or more corporations into the
Corporation or any subsidiary of the Corporation, any merger of
the Corporation into another corporation, any consolidation of
the corporations, any other corporate reorganization of any form
involving the Corporation as a party thereto involving any
exchange, conversion, adjustment or other modification of the
outstanding shares of the Corporation's Common Stock, each person
who is an Optionee at the time of such corporate reorganization
shall, at no additional cost, be entitled, upon any exercise of
his Option, to receive, in lieu of the number of shares as to
which such Option shall then be so exercised, the number and
class of shares of stock or other securities or such other
property to which such Optionee would have been entitled pursuant
to the terms of the agreement of merger or consolidation, if at
the time of such merger or consolidation, such Optionee had been
a holder of record of a number of shares of Common Stock of the
Corporation equal to the number of shares as to which such Option
shall then be so exercised. Comparable rights shall accrue to
each Optionee in the event of successive mergers or
consolidations of the character described above.
The foregoing adjustments and the manner of application of
the foregoing provisions shall be determined by the Committee in
its sole discretion. Any such adjustment may provide for the
elimination of any fractional share which might otherwise become
subject to an Option.
In the event of (i) the adoption of a plan of merger or
consolidation of the Corporation with any other corporation as a
result of which the holders of the Common Stock of the
Corporation as a group would receive less than 50% of the voting
capital stock of the surviving or resulting corporation, (ii) the
approval by the Board of Directors of an agreement providing for
the sale or transfer (other than as security for obligations of
the Corporation) of substantially all of the assets of the
Corporation, or (iii) the acquisition of more than 20% of the
Corporation's Common Stock by any person within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, other than a person, or group including a person, who
beneficially own, as of the effective date hereof, more than 5%
of the Corporation's securities, in the absence of a prior
expression of approval by the Board of Directors of the
Corporation, any Option granted hereunder shall become
immediately exercisable in full, subject to any appropriate
adjustments in the number of shares subject to the Option and in
the option price, and shall remain exercisable for the remaining
term of such Option, regardless of whether such Option has been
outstanding for six months or if any provision contained in the
Incentive Stock Option Agreement with respect thereto limiting
the exercisability of the Option or any portion thereof for any
length of time, subject to all of the terms hereof and the
Incentive Stock Option Agreement with respect thereto not
inconsistent with this paragraph.
Anything contained herein to the contrary notwithstanding,
upon the dissolution or liquidation of the Corporation each
Option granted under the Plan shall terminate; provided, however,
that following the adoption of a plan of dissolution or
liquidation, and in any event prior to such dissolution or
liquidation (and as provided above regarding certain mergers and
consolidations), each Option granted hereunder shall be
exercisable in full, regardless of whether such Option has been
outstanding for six months or of any provision contained in the
Incentive Stock Opt ion Agreement with respect thereto limiting
the exercisability of the Option or any portion thereof for any
length of time, subject to all of the terms hereof and of the
Incentive Stock Option Agreement with respect thereto not
inconsistent with this paragraph.
The grant of an Option pursuant to this Plan shall not
affect in any way the right or power of the Corporation or any of
its Subsidiaries to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure,
or to merge or consolidate, or to dissolve, liquidate or sell, or
transfer all or part of its business or assets.
12. Non-Transferability of Options:
No Option granted under the Plan shall be transferable by
the Optionee other than by will, or, if he dies intestate, by the
laws of descent and distribution of the state of his domicile at
the time of his death, and such Option shall be exercisable
during his lifetime only by such Optionee.
13. Ten Percent Shareholders:
Notwithstanding the provisions of section 4 regarding the
ineligibility of certain ten percent owners of the Corporation's
capital stock, any such Key Employee may be granted an Option
hereunder which (a) provided for an option price of at least 110%
of the fair market value of the stock at the time of the granting
of the Option, (b) is not exercisable before the expiration of
six months or after the expiration of five years from the date
such Option is granted, and (c) is subject to all of the other
terms and conditions of the Plan, including without limitation,
the restrictions of section 4 regarding Opt ions to purchase
shares having a fair market value in excess of $100,000.
14. Amendment and Termination:
The Plan may be amended by the Board of Directors without
stockholder Approval as deemed in the best interests of the
Corporation
15. Effective Date of the Plan:
The effective date of the Plan shall be the date Citizens
Savings and Loan Association converts to a federal savings bank,
subject to approval of the Plan by the shareholders of the
Corporation. Notwithstanding any other provision hereof, no
Option granted hereunder may be exercised prior to the approval
of the Plan by the shareholders of the Corporation and, in the
event the shareholders do not approve the Plan within one year
from the effective date of the Plan, all Options granted
hereunder shall be void. No Options may be granted under this
Plan after the expiration of ten years from and including the
effective date
16 August 1, 1989 Amendments:
This Plan was originally adopted by the Board of Directors
of the Corporation on August 22, 1988 and reflects amendments to
the Plan adopted by the Board of Directors of the Corporation on
August 1, 1989.
OMNI CAPITAL GROUP, INC.
By: /s/ David B. Jordan
President (Title)
AMENDMENT NO. 1 TO THE OMNI CAPITAL GROUP, INC
1988 INCENTIVE STOCK OPTION PLAN
THIS AMENDMENT to the Omni Capital Group, Inc. 1988
Incentive Stock Option Plan (the "Incentive Stock Option Plan")
as adopted by the Board of Directors of Omni Capital Group, Inc.,
a North Carolina corporation (the "Corporation"), on August 22,
1988, has been adopted by unanimous consent of the Board of
Directors of the Corporation and incorporated into the Incentive
Stock Option Plan as of this 1st day of August, 1989.
W I T N E S S T H:
WHEREAS, the Board of Directors of the Corporation has
deemed it to be desirable and in the best interests of the
Corporation that the Incentive Stock Option Plan be amended to
provide for maximum flexibility with respect to the granting of
options thereunder and the operation of the Incentive Stock
Option Plan within the confines of the rules and regulations of
the Securities and Exchange Commission, the provisions of the
Internal Revenue Code of 1986, as amended, and the regulations of
the Internal Revenue Service thereunder, and the policies of the
Office of Thrift Supervision;
NOW, THEREFORE, the Incentive Stock Option Plan is hereby
amended effective August 1, 1989, as follows:
1. Section 1(e) is hereby amended by deleting the
word "stock" or "Stock" in the definition of "Fair Market
Value" wherever it may appear and replacing it with the
words "Common Stock".
2. The first sentence of the first paragraph of
Section 4 is hereby amended to replace the word "twenty-
five" where it appears and replace it with the word "thirty-
five."
3. The last sentence of the first paragraph of
Section 4 is hereby amended to replace the words "Board of
Directors" where they appear and replace them with the word
"Committee".
4. Section 5 is hereby amended in its entirety to
read as follows:
As of the effective date hereof, there
shall be authorized and reserved for issuance
upon the exercise of Options granted under
the Plan an aggregate of 200,000 shares of
Common Stock. Shares to be issued upon the
exercise of Options may be in whole or in
part as the Board of Directors of the
Corporation shall from time to time determine
and may be either
authorized but unissued shares of Common
Stock or issued shares of Common Stock which
have been acquired by the Corporation. If
any Option granted under the Plan shall
expire or terminate for any reason without
having been exercised in full, Options may be
granted to other Key Employees with respect
to such unpurchased shares.
5. Section 7 is hereby amended to replace the words
"Section 6" where they appear with the words "Section 1(e)".
6. The last sentence of paragraph (a) of Section 9 is
hereby amended to read as follows:
A temporary leave of absence approved by
the Corporation or any if its Subsidiaries
shall not be deemed to be a termination of
employment, unless, under any applicable
provisions of the Code or regulations
promulgated thereunder, as then in effect,
the affected Optionee would be accorded
different tax treatment than if such Optionee
were an active employee of the Corporation or
any of its Subsidiaries.
7. Section 11 is hereby amended by deleting the
fourth full paragraph thereof in its entirety and replacing
it with the following paragraph:
In the event of (i) the adoption of a
plan of merger or consolidation of the
Corporation with any other corporation as a
result of which the holders of the Common
Stock of the Corporation as a group would
receive less than 50% of the voting capital
stock of the surviving or resulting
corporation, (ii) the approval by the Board
of Directors of an agreement providing for
the sale or transfer (other than as security
for obligations of the Corporation) of
substantially all of the assets of the
Corporation, or (iii) the acquisition of more
than 20% of the Corporation's Common Stock by
any person within the meaning of Section
13(d)(3) of the Securities Exchange Act of
1934, as amended, other than a person, or
group including a person, who beneficially
own, as of the effective date hereof, more
than 5% of the Corporation's securities, in
the absence of a prior expression of approval
by the Board of Directors of the
Corporation, any Option granted
hereunder shall become immediately
exercisable in full, subject to any
appropriate adjustments in the number of
shares subject to the Option and in the
option price, and shall remain exercisable
for the remaining term of such Option,
regardless of whether such Option has been
outstanding for six months or if any
provision contained in the Incentive Stock
Option Agreement with respect thereto
limiting the exercisability of the Option or
any portion thereof for any length of time,
subject to all of the terms hereof and the
Incentive Stock Option Agreement with respect
thereto not inconsistent with this paragraph.
8. Section 14 is hereby amended in its entirety to
read as follows:
The Plan may be amended by the Board of
Directors at any time as deemed in the best
interests of the Corporation.
9. There is hereby added to the Incentive Stock
Option Plan a new Section 16 which shall read as follows:
16. August 1, 1989 Amendments:
This Plan was originally adopted by the
Board of Directors of the Corporation on
August 22, 1988 and reflects amendments to
the Plan adopted by the Board of Directors of
the Corporation on August 1, 1989.
IN WITNESS WHEREOF, this Amendment to the Incentive Stock
Option Plan is, by authority of the Board of Directors of the
Corporation executed on behalf of the Corporation as of the day
and year first above written.
ATTEST: OMNI CAPITAL GROUP, INC.
Oneida A. Plyler By: /s/ David B. Jordan
Asst. Secretary President
82-0614(F)
WSMAIN/153560.
