As filed with the Securities and Exchange Commission on August 22, 1997
Registration No. 333-______
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)
_________________________
AMERICAN FEDERAL BANK, FSB AMENDED AND
RESTATED 1988 STOCK OPTION AND INCENTIVE 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:
ROBERT A. SINGER, Esq.
Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P.
230 North Elm Street, Suite 2000
Post Office Box 26000
Greensboro, North Carolina 27420
(910) 373-8850
_________________________
CALCULATION OF REGISTRATION FEE (1)
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Maximum Regis-
to be Registered Registered Offering Price Aggregate tration
Per Share Offering Fee (1)
Price
Common Stock, 149,008 * $3,391,930 $1,170
$5 par value shares
Series A Junior 149,008 Not Not Not
Participating Pre- rights Applicable Applicable Applicable
ferred Stock Purchase
Rights (2)
(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 American Federal Bank, FSB Amended and Restated 1988 Stock
Option and Incentive Plan (the "Plan") adopted by Registrant in
connection with its acquisition of American Federal Bank, FSB.
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.
(2) The Series A Junior Participating Preferred Stock Purchase
Rights will be attached to and trade with the shares of
Registrant's Common Stock.
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, 1996;
(ii) Registrant's Current Report on Form 8-K dated January
31, 1997, February 17, 1997, March 19, 1997, April 21, 1997, April 21,
1997, May 13, 1997 and August 1, 1997;
(iii) Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997 and June 30, 1997; and
(iv) The description of the Registrant's stock contained in
its Current Report on Form 8-K dated July 1, 1983, as amended by Form
8-K/A2 dated June 14, 1996 and its Form 8-A dated July 29, 1996.
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
The validity of the shares of the Registrant's Common Stock that
may be issued to participants of the Plan will be passed upon for the
Registrant by Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P.,
who served as counsel to the Registrant with respect to the August 1,
1997 merger with American Federal Bank, FSB. Robert A. Singer, a
partner in such firm, beneficially owns, or has sole or shared voting
control as a trustee or otherwise over, a total of 5,891 shares of the
Registrant's Common Stock.
The consolidated financial statements of the Registrant as of
December 31, 1996 and 1995 and for each of the years in the three-year
period ended December 31, 1996 have been incorporated by reference
herein in reliance upon the report of KPMG Peat Marwick, LLP,
independent certified public accounts, incorporated by reference
herein, and upon the authority of said firm as experts in accounting
and auditing,. KPMG Peat Marwick LLP's report refers to the fact that
on January 1, 1994, the Registrant adopted the provisions of SFAS No.
115, "Accounting for Certain Investment in Debt and Equity
Securities."
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 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
(filed herewith).
5 Opinion of Brooks, Pierce, McLendon, Humphrey &
Leonard, L.L.P. as to the legality of the securities being
registered (filed herewith).
23.1 Consent of KPMG Peat Marwick LLP (filed herewith).
23.2 Consent of Brooks, Pierce, McLendon, Humphrey &
Leonard, L.L.P. (contained in its opinion filed herewith as
Exhibit 5).
24 Power of Attorney (filed herewith).
99 Copy of American Federal Bank, FSB Amended and
Restated 1988 Stock Option and Incentive 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.
(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.
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 22, 1997.
CCB Financial Corporation
(Registrant)
By: /s/ ERNEST C. ROESSLER
Ernest C. Roessler
Vice Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ ERNEST C. ROESSLER Vice Chairman, President, August 22, 1997
Ernest C. Roessler Chief Executive Officer and
Director
(principal executive officer)
*/s/ ROBERT L. SAVAGE, JR. Senior Vice President and August 22, 1997
Robert L. Savage, Jr. Chief Financial Officer
(principal financial officer)
/s/ W. HAROLD PARKER, JR. Senior Vice President and August 22, 1997
W. Harold Parker, Jr. Controller
(principal accounting officer)
__________________ Chairman of the Board of August __, 1997
W. L. Burns, Jr. Directors
*/s/ JOHN M. BARNHARDT Director August 22, 1997
John M. Barnhardt
*/s/ J. HARPER BEALL, III Director August 22, 1997
J. Harper Beall, III
*/s/ JAMES B. BRAME, JR. Director August 22, 1997
James B. Brame, Jr.
__________________ Director August __, 1997
Timothy B. Burnett
*/s/ EDWARD S. HOLMES Director August 22, 1997
Edward S. Holmes
*/s/ BONNIE MCELVEEN- Director August 22, 1997
HUNTER
Bonnie McElveen-Hunter
*/s/ DAVID B. JORDAN Vice Chairman and Director August 22, 1997
David B. Jordan
__________________ Director August __, 1997
Owen G. Kenan
*/s/ EUGENE J. MCDONALD Director August 22, 1997
Eugene J. McDonald
__________________ Director August __, 1997
Hamilton W. McKay, Jr., M.D.
__________________ Director August __, 1997
George J. Morrow
*/s/ ERIC B. MUNSON Director August 22, 1997
Eric B. Munson
*/s/ MILES J. SMITH, JR. Director August 22, 1997
Miles J. Smith, Jr.
*/s/ JIMMY K. STEGALL Director August 22, 1997
Jimmy K. Stegall
*/s/ H. ALLEN TATE, JR. Director August 22, 1997
H. Allen Tate, Jr.
__________________ Director August __, 1997
James L. Williamson
__________________ Director August __, 1997
Dr. Phail Wynn, Jr.
* BY: /s/ W. HAROLD PARKER, JR.
W. Harold Parker, Jr., Attorney-in-fact
EXHIBIT INDEX
Exhibit
Number Description
4 Specimen of Registrant's Common Stock
5 Opinion of Brooks, Pierce, McLendon,
Humphrey & Leonard, L.L.P. as to the
legality of the securities being registered
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Brooks, Pierce, McLendon,
Humphrey & Leonard, L.L.P. Included in Exhibit 5
24 Power of Attorney
99 Copy of American Federal Bank, FSB Amended
and Restated 1988 Stock Option and Incentive Plan
COMMON STOCK COMMON STOCK
CCB NUMBER _____________ SHARES ___________
(VIGNETTE)
THIS CERTIFICATE IS TRANSFERABLE
IN CRANFORD, N.J. OR IN NEW YORK, N.Y.
CUSIP 124875 10 5
INCORPORATED UNDER THE LAWS SEE REVERSE FOR CERTAIN DEFINITIONS
OF THE STATE OF NORTH CAROLINA AND RIGHTS LEGEND
CCB FINANCIAL CORPORATION
____________________________________________________________________
|This is to Certify that |
| |
| |
| |
| |
| |
|is the owner of |
|__________________________________________________________________|
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF
$5.00 PER SHARE OF CCB FINANCIAL CORPORATION transferable only on the
Books of the Corporation by the registered owner hereof in person or
by duly authorized attorney upon surrender of this certificate
properly endorsed. This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated __________________
/s/ E C ROESSLER COUNTERSIGNED AND REGISTERED:
President and REGISTRAR AND TRANSFER COMPANY
Chief Executive Officer (CRANFORD, NEW JERSEY)
TRANSFER AGENT AND
REGISTRAR
(SEAL OF CCB FINANCIAL CORPORATION)
/s/ LEO P PYLYPEC BY _____________________
Secretary AUTHORIZED SIGNATURE
(REVERSE SIDE OF STOCK CERTIFICATE)
CCB FINANCIAL CORPORATION
CCB Financial Corporation is authorized to issue common and
preferred stock. The Corporation will upon request furnish any
shareholder, without charge, information as to the number of such
shares authorized and outstanding and a copy of the portions of the
charter or resolutions containing the designations, preferences,
limitations and relative rights of all shares and any series thereof.
Any such request may be addressed to the Secretary of the Corporation
at its executive offices in Durham, North Carolina.
The following abbreviations, when used in the inscription on the
face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with the right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT - ______________ Custodian ____________
(Cust) (Minor)
under Uniform Gifts to Minors Act _____________
(State)
Additional abbreviations may also be used though not
in the above list.
For value received, __________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_________________________________
| |
| |
|________________________________|
________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF
ADDRESSEE)
________________________________________________________________
________________________________________________________________
___________________________________________________________ shares
of the Common Stock represented by the within certificate and do
hereby irrevocably constitute and appoint _______________________
___________________________________________________________ Attorney
to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated _________________
SIGNATURE(S): _______________________________
_______________________________
NOTICE: THE SIGNATURE(S) TO
THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN UPON
THE FACE OF THE CERTIFICATE, IN
EVERY PARTICULAR WITHOUT ALTERATION
OR ENLARGEMENT, OR ANY CHANGE
WHATEVER.
SIGNATURE(S) GUARANTEED:
_______________________________
THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO SEC
RULE 17 AD-15.
This certificate also evidences and entitles the Holder hereof to
certain Rights as set forth in a Rights Agreement between CCB
Financial Corporation and Central Carolina Bank and trust Company, as
Rights Agent, dated as of February 26, 1990 (the "Rights Agreement"),
the terms of which are incorporated herein by reference and a copy of
which is on file at the executive offices of CCB Financial
Corporation. Under certain circumstances, as set forth in the Rights
Agreement, such Right will be evidenced by separate certificates and
will no longer be evidenced by this certificate. As described in the
Rights Agreement, Rights issued to any Person who becomes an Acquiring
Person (as defined in the Rights Agreement) shall become null and
void. The Secretary of the Corporation will mail to the Holder of
this certificate a copy of the Rights Agreement without charge after
receipt of a written request therefor.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN,
MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF
INDEMNITY AS A CONDITION TOT HE ISSUANCE OF A REPLACEMENT CERTIFICATE.
August 19, 1997
CCB Financial Corporation
111 Corcoran Street
Durham, North Carolina 27701
Re: Registration Statement on Form S-8
149,008 Shares of Common Stock
Gentlemen and Ladies:
In connection with the possible offering and sale from
time to time of all or a portion of 149,008 shares of the
Common stock, $5.00 par value per share (the "Shares"), of
CCB Financial Corporation (the "Corporation"), upon the
terms and conditions set forth in the Registration Statement
on Form S-8 (the "Registration Statement") filed August 22,
1997 by the Corporation with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, we
are of the opinion that:
1. The Corporation is a corporation duly organized
and validly existing under the laws of the State
of North Carolina;
2. When (a) the Registration Statement shall become
effective and (b) the Shares have been sold upon
the terms and conditions set forth in the Registration
Statement, the Shares will be validly authorized
and legally issued, fully paid and non-assessable.
We hereby consent (1) to be named in the Registration
Statement and in the Prospectus which constitutes a part
thereof as attorneys who will pass upon legal matters in
connection with the Shares and (2) to the filing of a copy
of this opinion as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ ROBERT A. SINGER
Robert A. Singer
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
CCB Financial Corporation
We consent to the use of our report dated January 21, 1997
included in CCB Financial Corporation's Form 10-K for the year
ended December 31, 1996 incorporated herein by reference and
to the reference to our firm under the heading "Experts" in
the Registration Statement to register 149,008 shares of stock
to be issued pursuant to the American Federal Bank, FSB
Amended and Restated 1988 Stock Option and Incentive Plan.
Our report dated January 21, 1997 refers to the fact that on
January 1, 1994, CCB Financial Corporation adopted the
provisions of Statement of Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and Equity
Securities".
KPMG PEAT MARWICK LLP
Raleigh, North Carolina
August 22, 1997
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 or her true and lawful attorneys, with full power of
substitution to execute, deliver and file in its, his or her name and
on its, 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, and the related Series A Junior Participating Preferred
Stock Purchase Rights to be issued pursuant to the American Federal
Bank, FSB Amended and Restated 1988 Stock Option and Incentive Plan
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 Statement"),
(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; 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,
his or her signatures as the same may be signed by said attorneys to
any of all of such Registration Statement 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
amendatory 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
By: /s/ ERNEST C. ROESSLER
Ernest C. Roessler
Vice Chairman, President and
Chief Executive Officer
Dated: August 20, 1997
Signature Title Date
/s/ ERNEST C. ROESSLER Vice Chairman, President, August 20, 1997
Ernest C. Roessler Chief Executive Officer
and Director
(principal executive officer)
/s/ ROBERT L. SAVAGE, JR. Senior Vice President and August 19, 1997
Robert L. Savage, Jr. Chief Financial Officer
(principal financial
officer)
/s/ W. HAROLD PARKER, JR. Senior Vice President and August 19, 1997
W. Harold Parker, Jr. Controller
(principal accounting officer)
___________________________ Chairman of the Board August __, 1997
W. L. Burns, Jr. of Directors
/s/ JOHN M. BARNHARDT Director August 20, 1997
John M. Barnhardt
/s/ J. HARPER BEALL, III Director August 19, 1997
J. Harper Beall, III
/s/ JAMES B. BRAME, JR. Director August 19, 1997
James B. Brame, Jr.
___________________________ Director August __, 1997
Timothy B. Burnett
/s/ EDWARD S. HOLMES Director August 20, 1997
Edward S. Holmes
/s/ BONNIE MCELVEEN-HUNTER Director August 19, 1997
Bonnie McElveen-Hunter
/s/ DAVID B. JORDAN Vice Chairman and Director August 20, 1997
David B. Jordan
___________________________ Director August __, 1997
Owen G. Kenan
/s/ EUGENE J. MCDONALD Director August 19, 1997
Eugene J. McDonald
___________________________ Director August __, 1997
Hamilton W. McKay, Jr., M.D.
___________________________ Director August __, 1997
George J. Morrow
/s/ ERIC B. MUNSON Director August 20, 1997
Eric B. Munson
/s/ MILES J. SMITH, JR. Director August 20, 1997
Miles J. Smith, Jr.
/s/ JIMMY K. STEGALL Director August 20, 1997
Jimmy K. Stegall
/s/ H. ALLEN TATE, JR. Director August 22, 1997
H. Allen Tate, Jr.
___________________________ Director August __, 1997
James L. Williamson
___________________________ Director August __, 1997
Dr. Phail Wynn, Jr.
AMERICAN FEDERAL BANK, FSB AMENDED AND RESTATED
1988 STOCK OPTION AND INCENTIVE PLAN
1. Purpose of the Plan. The Plan shall be known as the American
Federal Bank, FSB Amended and Restated 1988 Stock Option and
Incentive Plan (the "Plan"). The purpose of the Plan is to
attract and retain the best available personnel as officers and
key employees and to provide additional incentive to employees of
American Federal Bank, FSB (the "Bank") or any present or future
parent or subsidiary of the Bank to promote the success of the
business. The Plan is intended to provide for the grant of both
"Incentive Stock Options", within the meaning of Section 422 of
the Internal Revenue Code of 1986 (the "Code") and Non-Incentive
Stock Options. Each and every one of the provisions of the Plan
relating to Incentive Stock Options shall be interpreted to
conform to the requirements of Section 422 of the Code.
2. Definitions. As used herein, the following definitions shall
apply:
(a) "Award" means the grant by the Committee or the Board of
Directors of an Incentive Stock Option, a Non-Incentive Stock
Option, or a Stock Appreciation Right, or any combination
thereof, as provided in the Plan.
(b) "Bank" shall mean American Federal Bank, FSB.
(c) "Board" shall mean the Board of Directors of the Bank.
(d) "Common Stock" shall mean common stock, par value
$1.00, per share, of the Bank.
(e) "Code" shall mean the Internal Revenue Code of 1986.
(f) "Committee" shall mean the Stock Option Committee
appointed by the Board in accordance with paragraph 4(a) of the Plan.
(g) "Continuous Employment" or "Continuous Status as an
Employee" shall mean the absence of any interruption or
termination of employment by the Bank or any present or future
Parent or Subsidiary of the Bank. Employment shall not be
considered interrupted in the case of sick leave, military leave
or any other leave of absence approved by the Bank or in the case
of transfers between payroll locations of the Bank or between the
Bank, its Parent, its Subsidiaries or a successor.
(h) "Director" shall mean a member of the Board.
(i) "Effective Date" shall mean the date specified in Section
15 hereof.
(j) "Employee" shall mean any person employed on a full-time
basis by the Bank or any present or future Parent or Subsidiary
of the Bank.
(k) "Incentive Stock Option" means an option to purchase Shares
granted by the Committee pursuant to Section 7 hereof which is
subject to the limitations and restrictions of Section 7 hereof
and is intended to qualify under Section 422 of the Code.
(l) "Non-Employee Director" means a Director who is not an
Employee.
(m) "Non-Incentive Stock Option" means an option to purchase
Shares granted by the Committee pursuant to Section 8 hereof,
which option is not intended to qualify under Section 422 of the
Code.
(n) "Option" shall mean an Incentive or Non-Incentive Stock
Option granted pursuant to this Plan.
(o) "Optioned Stock" shall mean stock subject to an Option
granted pursuant to the Plan.
(p) "Optionee" shall mean any person who receives an
Option.
(q) "Parent" shall mean any present or future corporation which
would be a "parent corporation" as defined in Subsections 424(e)
and (g) of the Code.
(r) "Participant" means any full-time employee of the Bank or
any Parent or Subsidiary of the Bank.
III-1
(s) "Plan" shall mean the American Federal Bank, FSB 1988
Amended and Restated Stock Option and Incentive Plan.
(t) "Related" means (i) in the case of a Stock Appreciation
Right, a Stock Appreciation Right which is granted in connection
with, and to the extent exercisable, in whole or in part, in lieu
of, an Option and (ii) in the case of an Option, an Option with
respect to which and to the extent a Stock Appreciation Right is
exercisable, in whole or in part, in lieu thereof has been
granted.
(u) "Stock Appreciation Right" means a stock appreciation right
with respect to Shares granted by the Committee pursuant to
Section 11 hereof.
(v) "Share" shall mean one share of the Common Stock.
(w) "Subsidiary" shall mean any present or future corporation
which would be a "subsidiary corporation" as defined in
Subsections 424(f) and (g) of the Code.
(x) "Termination For Just Cause" means termination because of the
Employee's personal dishonesty, incompetence, willful misconduct,
breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties, willful violation of any laws,
rule or regulation (other than traffic violations or similar
offenses) or final cease and desist order.
3. Shares Subject to the Plan. Except as otherwise required by the
provisions of Section 12 hereof, the aggregate number of Shares
with respect to which Awards may be made pursuant to the Plan
shall not exceed 700,000 shares. Such Shares may either be
authorized but unissued or treasury shares.
Shares which are subject to Stock Appreciation Rights and related
Options shall be counted only once in determining whether the
maximum number of Shares with respect to which Awards may be
granted under the Plan has been exceeded. An Award shall not be
considered to have been made under the Plan with respect to any
Option or Stock Appreciation Right which terminates and new
Awards may be granted under the Plan with respect to the number
of Shares as to which such termination has occurred.
4.Administration of the Plan.
(a) Composition of the Committee.
The Plan shall be administered by the Committee, consisting of at
least three Directors appointed by the Board, each of whom is a
disinterested person for purposes of Rule 16b-3(c)(2) under the
Securities Exchange Act of 1934, as amended, i.e., a Director who
is not, during, the one year prior to such service on the
Committee or during, such service, granted or awarded equity
securities under the Plan or any other plan of the Company or any
of its affiliates, except that any of (A) participation in a
formula plan meeting, the conditions of Rule 16b3(c)(2)(ii), (B)
participation in any ongoing securities acquisition plan meeting
the conditions of Rule 16b3(d)(2)(i), or (C) an election to
receive an annual retainer fee in either cash or an equivalent
amount of securities (or partly in cash and partly in
securities), shall not disqualify a Director from being
disinterested. Grants of Options to Non-Employee Directors
pursuant to-Section 9 hereof are intended to and shall be made
subject to a formula meeting the conditions of Rule 16b-
3(c)(2)(ii).
(b) Powers of the Committee.
TheCommittee is authorized (but only to the extent not contrary to
the express provisions of the Plan or to resolutions adopted by
the Board) to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to the Plan, to designate
Employees who are eligible to receive Awards under the Plan, to
determine the form and content of Awards issued under the Plan,
and to make other determinations necessary or advisable for the
administration of the Plan, and shall have and may exercise such
other power and authority as may be delegated to it by the Board
from time to time. A majority of the entire Committee shall
constitute a quorum and the action of a majority of the members
present at any meeting at which a quorum is present shall be
deemed the action of the Committee. In no event may the
Committee revoke outstanding Awards without the consent of the
Participant.
The President of the Bank and such other officers as shall be
designated by the Committee are hereby authorized to execute
instruments evidencing Awards on behalf of the Bank and to cause
them to be delivered to the Participants.
III-2
(c) Effect of Committee's Decision.
All decisions, determinations and interpretations of the Committee
shall be final and conclusive on all persons affected thereby.
5. Eligibility. Awards may be granted to such Employees of the
Bank or any present or future Parent and Subsidiary as shall be
designated by the Committee and, subject to the provisions of
Section 9, to Non-Employee Directors. The Committee shall from
time to time determine the key employees who shall be granted
Options or Awards under the Plan, the number to be granted under
the Plan, and whether Options granted to each such Employee under
the Plan shall be Incentive and/or Non-Incentive Stock Options.
In selecting Participants and in determining the number of shares
of Common Stock to be granted to each such Participant pursuant
to each Award granted under the Plan, the Committee may consider
the nature of the services rendered by each such Participant,
each such Participant's current and potential contribution to the
Company, and such other factors as the Committee may, in its sole
discretion, deem relevant. Employees who have been granted an
Award may, if otherwise eligible, be granted additional Options
or Awards.
The aggregate fair market value (determined as of the date the
Option is granted) of the Shares with respect to which Incentive
Stock Options are exercisable for the first time by an Employee
during any calendar year shall not exceed $ 100,000.
6. Term of Plan. The Plan shall continue in effect for a term of
ten (10) years from the Effective Date, unless sooner terminated
pursuant to Section 18. No Option shall be granted under the
Plan after ten (10) years from the Effective Date.
7. Terms and Conditions of Incentive Stock Options. Each
Incentive Stock Option may be granted to a Participant pursuant
to the Plan and shall be evidenced by an instrument in such form
as the Committee shall from time to time approve. Each and every
Incentive Stock Option granted pursuant to the Plan shall comply
with, and be subject to, the following terms and conditions:
(a) Option Price.
(i) The price per share at which each Incentive Stock Option
granted under the Plan may be exercised shall not, as to any
particular Incentive Stock Option, be less than the fair market
value of the Common Stock at the time such Incentive Stock Option
is granted. For such purposes, if the Common Stock is traded
otherwise than on a national securities exchange at the time of
the granting of an Option, then the price per share of the
Optioned Stock shall be not less than the mean between the bid
and asked price on the date the Incentive Stock Option is granted
or, if there be no bid and asked price on said date, then on the
next prior business day on which there was a bid and asked price.
If no such bid and asked price is available, then the price per
share shall be determined by the Committee. If the Common Stock
is listed on a national securities exchange at the time of the
granting an Incentive Stock Option, then the price per share
shall be not less than the average of the highest and lowest
selling price on such exchange on the date such Incentive Stock
Option is granted or, if there were no sales on said date, then
the price shall be not less than the mean between the bid and
asked price on such date.
(ii) In the case of an Employee who owns Common Stock
representing more than ten percent (10%) of the outstanding
Common Stock at the time the Incentive Stock Option is granted,
the Incentive Stock Option price shall not be less than one
hundred and ten percent (110%) of the fair market value of the
Common Stock at the time the Incentive Stock Option is granted.
(b) Payment.
Full payment for each share of Common Stock purchased upon the
exercise of any Incentive Stock Option granted under the Plan
shall be made at the time of exercise of each such Incentive
Stock Option and shall be paid in cash (in United States
Dollars), Common Stock or a combination of cash and Common Stock.
Common Stock utilized in full or partial payment of the exercise
price shall be valued at its fair market value at the date of
exercise. The Bank shall accept full or partial payment in
Common Stock only to the extent permitted by applicable law. No
shares of Common Stock shall be issued until full payment
therefor has been received by the Bank, and no Optionee shall
have any of the rights of a shareholder of the Bank until shares
of Common Stock are issued to him.
III-3
(c) Term of Incentive Stock Option. The term of each Incentive
Stock Option granted pursuant to the Plan shall be not more than
ten (10) years from the date each such Incentive Stock Option is
granted, provided that in the case of an Employee who owns stock
representing more than 10% of the Common Stock outstanding at the
time the Incentive Stock Option is granted, the term of the
Incentive Stock Option shall not exceed five (5) years.
(d) Exercise Generally.
Except as otherwise provided in Section 10 hereof, no Incentive
Stock Option may be exercised unless the optionee shall have been
in the employ of the Bank at all times during the period
beginning with the date of grant of any such Incentive Stock
Option and ending on the date three (3) months prior to the date
of exercise of any such Incentive Stock Option. The Committee
may impose additional conditions upon the right of an optionee to
exercise any Incentive Stock Option granted hereunder which are
not inconsistent with the terms of the Plan or the requirements
for qualification as an Incentive Stock Option under Section 422
of the Code.
(e) Transferability.
Any Incentive Stock Option granted pursuant to the Plan shall be
exercised during any Optionee's lifetime only by the Optionee to
whom it was granted and shall not be assignable or transferable
otherwise than by will or by the laws of descent and
distribution.
8. Terms and Conditions of Non-Incentive Stock Options. Non-
Incentive Stock Options may be granted only to Participants.
Each Non-Incentive Stock Option granted pursuant to the Plan
shall be evidenced by an instrument in such form as the Committee
shall from time to time approve. Each and every Non-Incentive
Stock Option granted pursuant to the Plan shall comply with and
be subject to the following terms and conditions:
(a) Option Price.
The exercise price per share of Common Stock for each Non-
Incentive Stock Option granted pursuant to the Plan shall be such
price as the Committee may determine, in its sole discretion, but
shall not, as to any particular Non-Incentive Stock Option, be
less than the Fair Market Value of the Common Stock at the time
such Non-Incentive Option is granted.
(b) Payment.
Full payment for each share of Common Stock purchased upon the
exercise of any Non-Incentive Stock Option granted under the Plan
shall be made at the time of exercise of each such Non-Incentive
Stock Option and shall be paid in cash (in United States
Dollars), Common Stock or a combination of cash and Common Stock.
Common Stock utilized in full or partial payment of the exercise
price shall be valued at its fair market value at the date of
exercise. The Bank shall accept full or partial payment in
Common Stock only to the extent permitted by applicable law. No
shares of Common Stock shall be issued until full payment
therefor has been received by the Bank, and no Optionee shall
have any of the rights of a shareholder of the Bank until the
shares of Common Stock are issued to him.
(c) Term.
The term of each Non-Incentive Stock Option granted pursuant to
the Plan shall be not more than ten (10) years from the date each
such Non-Incentive Stock Option is granted, provided that, in the
case of an Employee who owns stock representing more than 10% of
the Common Stock at the time the Incentive Stock Option is
granted, the term of the Non-Incentive Stock Option shall not
exceed five (5) years.
(d) Exercise Generally.
The Committee may impose additional conditions upon the right of
any Participant to exercise any Non-Incentive Stock Option
granted hereunder which are not inconsistent with the terms of
the Plan.
(e) Transferability.
Any Non-Incentive Stock Option granted pursuant to the Plan
shall be exercised during any Optionee's lifetime only by the
Optionee to whom it was granted and shall not be assignable or
transferable otherwise than by will or by the laws of descent and
distribution.
III-4
9. Non-Incentive Stock Options for Non-Employee Directors.
Options shall be granted to Non-Employee Directors in
accordance with the terms and conditions set for-forth herein.
(a) Grant of Options.
Each Non-Employee Director serving on the Board as of April
28, 1993 shall be granted, effective April 28, 1993, Options to
purchase 3,500 shares of Common Stock. To the extent that Options
are then available for issuance under this Plan, each Non-
Employee Director who first becomes a Director after April 28,
1993 shall be granted Options to purchase 3,500 shares of Common
Stock as of the date of such Non-Employee Director's election or
appointment to the Board. The foregoing number of shares shall
be adjusted in accordance with the principles in Section 13 in
the event of the occurrence of an event described therein. All
Options granted to Non-Employee Directors under this Section 9
shall be Non-Incentive Stock Options. Nothing, in this Section 9
shall prevent the Committee from granting Options under Sections
5, 7, and 8 to Directors who are Employees of the Bank.
(b) Exercise Price.
The exercise price of an Option granted pursuant to this
Section 9 shall equal the Fair Market Value of the Common Stock
on the effective date of the Option grant.
(c) Payment.
Full payment for each share of Common Stock purchased upon the
exercise of any Option granted under this Section 9 shall be made
at the time of exercise of each such Option and shall be paid in
cash (in United States Dollars), Common Stock or a combination of
cash and Common Stock. Common Stock utilized in full or partial
payment of the exercise price shall be valued at its fair market
value at the date of exercise.
(d) Term.
Options granted under this Section 9 to a Non-Employee
Director shall have a ten (1O) year term. Notwithstanding, the
foregoing, in the event a Non-Employee Director ceases to be a
Director at any time during such ten-year term, the Option shall
lapse ninety (90) days after said Non-Employee ceases to be a
Director.
(e) Exercise.
Each Option granted under this Section 9 to a Non-Employee
Director shall become exercisable in full on the effective date
of the grant.
(f) Amendment.
The provisions of this Section 9 shall not be amended more
than once in any six-month period other than to comport with
Changes in the Internal Revenue Code, the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder.
10. Effect of Termination of Employment, Disability or Death
on Incentive Stock Options.
(a) Termination of Employment.
In the event that any Optionee's employment by the Bank shall
terminate for any reason, other than Permanent and Total
Disability (as such term is defined in Section 22(e)(3) of the
Code) or death or except for termination by the Bank for reason
other than Termination For Just Cause, as defined in Section 2,
all of any such Optionee's Incentive Stock Options, and all of
any such Optionee's rights to purchase or receive shares of
Common Stock pursuant thereto, as the case may be, shall
automatically terminate on the date of such termination of
employment. However, no termination of an optionee's Incentive
Stock Options shall occur after a termination of employment if
not a Termination For Just Cause except upon the earlier of (i)
the respective expiration dates of any such Incentive Stock
Options or (ii) the expiration of not more than three (3) months
after the date of such termination of employment, but only if,
and to the extent that, the Optionee was entitled to exercise any
such Incentive Stock Options at the date of such termination of
employment. The Committee may, but is not required, to provide
an Optionee up to three months after his or her voluntary
termination of employment to exercise options, but only if and to
the extent that the Optionee was entitled to exercise any such
Incentive Stock Options at the date of termination of employment.
In the event that a subsidiary ceases to be a
III-5
subsidiary of the Bank, the employment of all of its employees
who are not immediately thereafter employees of the Bank shall be
deemed to terminate upon the date such subsidiary so ceases to be
a subsidiary of the Bank.
(b) Disability.
In the event that any Optionee's employment by the Bank shall
terminate as the result of the Permanent and Total disability of
such Optionee, such Optionee may exercise any Incentive Stock
Options granted to him pursuant to the Plan at any time prior to
the earlier of (i) the respective expiration dates of any such
Incentive Stock Options or (ii) the date which is one (1) year
after the date of such termination of employment, but only if,
and to the extent that, the Optionee was entitled to exercise any
such Incentive Stock Options at the date of such termination of
employment.
(c) Death.
In the event of the death of any Optionee, any Incentive Stock
Options granted to any such Optionee may be exercised by the
person or persons to whom the Optionee's rights under any such
Incentive Stock Options pass by will or by the laws of descent
and distribution (including the Optionee's estate during the
period of administration) at any time prior to the earlier of (i)
the respective expiration dates of any such Incentive Stock
Options or (ii) the date which is one (1) year after the date of
death of such Optionee, but only if, and to the extent that, the
Optionee was entitled to exercise any such Incentive Stock
Options at the date of death. For purposes of this Section
10(c), any Incentive Stock Option held by an Optionee shall be
considered exercisable at the date of his death if the only
unsatisfied condition precedent to the exercisability of such
Incentive Stock Option at the date of death is the passage of a
specified period of time.
(d) Incentive Stock Options Deemed Exercisable.
For purposes of Section 10(a), 10(b) and 10(c) above, any
Incentive Stock Option held by any Optionee shall be considered
exercisable at the date of the termination of his employment if
any such Incentive Stock Option would have been exercisable at
such date of termination of employment. Any exercise of any
Incentive Stock Option granted pursuant to the Plan is considered
exercisable pursuant to this Section 10(d).
(e) Termination of Incentive Stock Options.
To the extent that any Incentive Stock Option granted under
the Plan to any Optionee whose employment by the Bank terminates
shall not have been exercised within the applicable period set
forth in this Section 10, any such Incentive Stock Option, and
all rights to purchase or receive shares of Common Stock
pursuant thereto, as the case may be, shall terminate on the last
day of the applicable period.
11. Effect of Termination of Employment, Disability or Death on
Non-Incentive Stock Options. The terms and conditions of Non-
Incentive Stock Options relating to the effect of the termination
of an Optionee's employment, disability of an Optionee or his
death shall be such terms and conditions as the Committee shall,
in its sole discretion, determine at the time of termination.
12. Stock Appreciation Rights. A Stock Appreciation Right
shall, upon its exercise, entitle the Participant to whom such
Stock Appreciation Right was granted to receive a number of
Shares or cash or combination thereof, as the Committee in its
discretion shall determine, the aggregate value of which (i.e.,
the sum of the amount of cash and/or the fair market value of
such Shares on the date of exercise) shall equal (as nearly as
possible, it being understood that the Bank shall not issue any
fractional shares) the amount by which the fair market value per
Share on the date of such exercise shall exceed the exercise
price of such Stock Appreciation Right, multiplied by the number
of Shares with respect of which such Stock Appreciation Right
shall have been exercised. A Stock Appreciation Right may be
related to an Option or may be granted independently of any
Option as the Committee shall determine whether and to what
extent a Related Stock Appreciation Right shall be granted with
respect thereto; provided, however and notwithstanding any other
provision of the Plan, that if the Related Option is an Incentive
Stock Option, the Related Stock Appreciation Right shall satisfy
all the restrictions and limitations of Section 7 hereof as if
such Related Stock Appreciation Right were an Incentive Stock
Option. Upon the exercise or termination of a Related Option,
any Related Stock Appreciation Right shall terminate to the
extent of the Shares with respect to which the Related Option was
exercised or terminated.
III-6
13. Recapitalization, Merger, Consolidation, Change in
Control and Similar Transactions.
(a) Adjustment.
Subject to any required action by the shareholders of the
Bank, the aggregate number of shares of Common Stock for which
stock options may be granted hereunder, the number of shares of
Common Stock covered by each outstanding stock option, and the
exercise price per share of Common Stock of each such stock
option, shall all be proportionately adjusted for any increase or
decrease in the number of issued and outstanding shares of Common
Stock resulting from a subdivision or consolidation of shares or
the payment of a stock dividend (but only on the Common Stock) or
any other increase or decrease in the number of such shares of
Common Stock effected without the receipt of consideration by the
Bank.
(b) Change in Control.
In the event of a change in control of the Bank, the Optionee
at his option may receive on the date immediately prior to the
consummation of such change in control, in lieu of stock, cash in
an amount equal to the aggregate difference between the exercise
price per share and the market price per share of the stock
underlying such outstanding options on the date immediately prior
to the consummation of such change in control of the Bank. For
purposes of this Section, "change in control" shall mean: the
acquisition of the "beneficial ownership" (as that term is
defined in Rule 13d-3 of the General Rules and Regulations under
the Securities Exchange Act of 1934) of ten (10) percent or more
of the voting securities of the Bank by any person or by persons
acting as a group within the meaning of Section 13(d) of the
Securities Exchange Act of 1934; provided, however, that for the
purposes of the Option Plan no change in control shall be deemed
to have occurred if prior to the acquisition of, or offer to
acquire 10 percent or more of the voting securities of the Bank
the full Board of Directors of the Bank shall have adopted by not
less than a two-thirds vote a resolution specifically approving
such acquisition or offer. The term "person" refers to an
individual or a corporation, partnership, trust, association,
joint venture, pool, syndicate, sole proprietorship,
unincorporated organization or any form of entity not
specifically listed herein.
(c) Extraordinary Corporate Action.
Subject to any required action by the shareholders of the
Bank, in the event of any Change in Control, recapitalization,
merger, consolidation, exchange of shares, spin-off,
reorganization, tender offer, liquidation or other extraordinary
corporate action or event, the Committee, in its sole discretion,
shall have the power, prior or subsequent to such action or event
to:
(i) appropriately adjust the number of shares of Common
Stock subject to each stock option, the exercise price per
share of Common Stock, and the consideration to be given or
received by the Bank upon the exercise of any outstanding
Option;
(ii) cancel any or all previously granted Options,
provided that appropriate consideration is paid to the
Optionee in connection therewith; and/or
(iii) make such other adjustments in connection with
the Plan as the Committee, in its sole discretion, deems
necessary, desirable, appropriate or advisable; provided,
however, that no action shall be taken by the Committee which
would cause Incentive Stock Options granted pursuant to the
Plan to fail to meet the requirements of Section 422 of the
Code, or that shall materially decrease the Optionee's
benefits under the plan without the consent of the holder of
the Option, except as otherwise permitted under Section 18
hereof.
Except as expressly provided in Sections 13(a) and 13(b)
hereof, no Optionee shall have any rights by reason of the
occurrence of any of the events described in this Section 13.
(d) Acceleration.
The Committee shall at all times have the power to accelerate
the exercise date of Options previously granted under the Plan.
14. Time of Granting Options. The date of grant of an
Option under the Plan shall, for all purposes, be the date on
which the Committee makes the determination of granting such
Option. Notice of the determination
III-7
shall be given to each Employee to whom an Option is so granted
within a reasonable time after the date of such grant.
15. Effective Date. The Plan shall become effective upon
the completion of the Bank's conversion from mutual to stock
form. Options may be granted prior to ratification of the Plan
by the stockholders if the exercise of such Options is subject to
such stockholder ratification.
16. Approval by Stockholders. The Plan shall be approved by
stockholders of the Bank within twelve (12) months before or
after the date it becomes effective.
17. Modification of Options. At any time and from time to
time, the Board may authorize the Committee to direct the
execution of an instrument providing for the modification of any
outstanding Option, provided no such modification, extension or
renewal shall confer on the holder of said Option any right or
benefit which could not be conferred on him by the grant of a new
Option at such time, or shall not materially decrease the
Optionee's benefits under the Option without the consent of the
holder of the Option, except as otherwise permitted under Section
18 hereof.
18. Amendment and Termination of the Plan.
(a) Action by the Board.
The Board may alter, suspend or discontinue the Plan, except
that no action of the Board may increase (other than as provided
in Section 13) the maximum number of shares permitted to be
optioned under the Plan, materially increase the benefits
accruing to participants under the Plan or materially modify the
requirements for eligibility for participation in the Plan unless
such action of the Board shall be subject to approval or
ratification by the shareholders of the Bank. However, such
alteration, suspension or discontinuance of the Plan shall not
affect any options already granted and still outstanding under
the provisions hereof.
(b) Change in Applicable Law.
Notwithstanding any other provision contained in the Plan, in
the event of a change in any federal or state law, rule or
regulation which would make the exercise of all or part of any
previously granted Incentive and/or Non-Incentive Stock Option
unlawful or subject the Bank to any penalty, the Committee may
restrict any such exercise without the consent of the Optionee or
other holder thereof in order to comply with any such law, rule
or regulation or to avoid any such penalty.
19. Conditions Upon Issuance of Shares. Shares shall not be
issued with respect to any Option granted under the Plan unless
the issuance and delivery of such Shares shall comply with all
relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities law and
the requirements of any stock exchange upon which the Shares may
then be listed.
The inability of the Bank to obtain from any regulatory body
or authority deemed by the Bank's counsel to be necessary to the
lawful issuance and sale of any Shares hereunder shall relieve
the Bank of any liability in respect of the non-issuance or sale
of such Shares.
As a condition to the exercise of an Option, the Bank may
require the person exercising the Option to make such
representations and warranties as may be necessary to assure the
availability of an exemption from the registration requirements
of federal or state securities law.
20. Reservation of Shares. During the term of the Plan, the
Bank will reserve and keep available a number of Shares
sufficient to satisfy the requirements of the Plan.
21. Unsecured Obligation. No Participant under the Plan
shall have any interest in any fund or special asset of the Bank
by reason of the Plan or the grant of any Incentive or Non-
Incentive Stock Option to him under the Plan. No trust fund
shall be created in connection with the Plan or any grant of any
Incentive or Non-Incentive Stock Option hereunder and there shall
be no required funding of amounts which may become payable to any
Participant.
22. Withholding Tax. The Bank shall have the right to
deduct from all amounts paid in cash with respect to the exercise
of a Stock Appreciation Right under the Plan any taxes required
by law to be withheld with respect to such cash payments. Where
a Participant or other person is entitled to receive Shares
pursuant to the exercise
III-8
of any Option or Stock Appreciation Right pursuant to the Plan,
the Bank shall have the right to require the Participant or such
other person to pay the Bank the amount of any taxes which the
Bank is required to withhold with respect to such Shares, or, in
lieu thereof, to retain, or sell without notice a number of such
Shares sufficient to cover the amount required to be withheld.
23. Governing Law. The Plan shall be governed by and
construed in accordance with the laws of the State of South
Carolina.
III-9
