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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON AUGUST 15, 1997 REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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AMCORE FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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NEVADA 36-3183870
(State of incorporation) (I.R.S. employer identification number)
501 SEVENTH STREET
ROCKFORD, ILLINOIS 61104
(Address of principal executive offices)(Zip code)
COUNTRY BANK SHARES CORPORATION
1995 NON-QUALIFIED STOCK OPTION AGREEMENTS
(Full title of the plan)
JOHN R. HECHT
SENIOR VICE PRESIDENT &
CHIEF FINANCIAL OFFICER
AMCORE FINANCIAL, INC.
501 SEVENTH STREET
ROCKFORD, ILLINOIS 61104
(815) 968-2241
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered per Share (2) Price (2) Registration Fee (3)
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Common Stock, par value $.33 22,775(4) $10.83 $246,653.25 74.74
per share (1)
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</TABLE>
(1) Including Common Stock Purchase Rights which are attached to and trade with
the Common Stock (the "Rights").
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rules 457(c) and (h) under the Securities Act of 1933, as amended (the "
Securities Act"), based on an exercise price of $10.83 per share
of the Registrant's Common Stock, par value $.33 per share
(3) The registration fee has been calculated pursuant to Section 6(b) of the
Securities Act as follows: one-thirty-third (1/33) of one percent of the
Proposed Maximum Aggregate Offering Price.
(4) Plus such additional number of shares of Common Stock and Rights as may be
issuable pursuant to the antidilution and adjustment provisions of the 1995
Stock Incentive Plan, the 1994 Stock Option Plan for Non-Employee
Directors, the Financial Security Plan and the CBSC 1995 Non-Qualified
Stock Option Agreement.
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PART PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
Not required to be filed with this Registration Statement.
2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
AMCORE Financial, Inc., a Nevada corporation (the
"Registrant"), hereby incorporates the following documents herein by reference:
(a) The Registrant's Annual Report on Form 10-K for
the year ended December 31, 1996;
(b) The Registrant's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1997 and June 30, 1997.
(c) All reports of the Registrant filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1996;
(d) All documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold; and
(e) The description of the Registrant's Common
Stock (including share purchase rights) contained in the Registrant's
Registration Statement for such securities filed pursuant to Section 12 of the
Exchange Act, and any amendments thereto or reports filed for the purpose of
updating such description.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.751 of the General Corporation Law of Nevada (the
"NGCL") empowers a corporation, subject to certain limitations, to indemnify
its directors and officers against expenses (including attorneys' fees,
judgments, fines and certain settlements) actually and reasonably incurred by
them in connection with any suit or proceeding to which they are a party so
long as they acted in good faith and in a manner reasonably believed to be in,
or not opposed to, the best interests of the corporation, and, with respect to
any criminal action or proceeding, so long as they had no reasonable cause to
believe their conduct to have been unlawful. Article Eight of the Registrant's
Articles of Incorporation provides that the Registrant shall indemnify its
directors and its officers, employees and agents, to the fullest extent
permitted by the NGCL.
Section 78.037 of the NGCL permits and Article Eight of the
Registrant's Articles of Incorporation provides that directors and officers
shall have no liability to the Registrant or its stockholders for damages for
breaches of fiduciary duty, except for liability for (i) acts or omissions
involving intentional misconduct, fraud, or a knowing violation of law or (ii)
the payment of dividends in violation of Section 78.300 of the NGCL.
Section 78.752 of the NGCL authorizes the purchase of
indemnification insurance by the Registrant. The Registrant currently
maintains a policy insuring, subject to certain exceptions, its directors and
officers against liabilities which may be incurred by such persons acting in
such capacities.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
2.1 Amended and Restated Agreement and Plan of Merger
between AMCORE Financial, Inc. and Country Bank
Shares Corporation (incorporated by reference to
Annex A to the Proxy Statement/Prospectus of the
Registrant's Registration Statement on Form S-4
(Registration No. 333-27053) filed on May 14, 1997).
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4.1 Amended and Restated Articles of Incorporation of
AMCORE Financial, Inc., as amended on May 1, 1990
(incorporated by reference to Exhibit 23 of the
Registrant's Report on Form 10-K for the year ended
December 31, 1989).
4.2 By-laws of AMCORE Financial, Inc. as amended May 17,
1990 (Incorporated by reference to Exhibit 3.1 of
AMCORE's Annual Report on Form 10-K for the year
ended December 31, 1994).
4.3 Rights Agreement dated February 21, 1996, between
AMCORE Financial, Inc. and Firstar Trust Company
(incorporated by reference to the Registrant's Form
8-K as filed with the Commission on February 28,
1996).
*4.4 Country Bank Shares Corporation 1995 Non-Qualified
Stock Option Agreement dated December 1995 between
Country Bank Shares Corporation and John Michael
Jones.
*4.5 Country Bank Shares Corporation 1995 Non-Qualified
Stock Option Agreement dated December 26, 1995
between Country Bank Shares Corporation and Thomas
D. Heuerman.
*4.6 Country Bank Shares Corporation 1995 Non-Qualified
Stock Option Agreement dated December 27, 1995
between Country Bank Shares Corporation and Wayne W.
Pivotto.
*4.7 Country Bank Shares Corporation, 1995 Non-Qualified
Stock Option Agreement dated December 27, 1995
between Country Bank Shares Corporation and Leon J.
Holschbach.
*5.1 Opinion of Marshall Hill Cassas & de Lipkau regarding
the legality of the securities being registered.
*23.1 Consent of Marshall Hill Cassas & de Lipkau (included
in Exhibit 5.1).
*23.2 Consent of McGladrey & Pullen, LLP.
*24.1 Powers of Attorney by directors and officers of the
Registrant.
---------------------------
*A copy of which is filed herewith.
5
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ITEM 9. REQUIRED UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(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. [Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective 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;
(iv) Notwithstanding the foregoing,
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply to the information required to
be included in a post-effective amendment by those paragraphs if 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
this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
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(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act 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.
(h) 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.
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<PAGE> 8
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 Rockford, State of Illinois, on this 15th day of
August, 1997.
AMCORE FINANCIAL, INC.
By: /s/ Robert J. Meuleman
-----------------------------------------
Robert J. Meuleman
President and Chief Executive Officer
(principal executive officer)
By: /s/ John R. Hecht
-----------------------------------------
John R. Hecht
Senior Vice President and
Chief Financial Officer
(principal financial officer and
principal accounting officer)
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4.4
COUNTRY BANK SHARES CORPORATION
1995 NONQUALIFIED STOCK OPTION AGREEMENT
<PAGE> 2
COUNTRY BANK SHARES CORPORATION
1995 NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into this day of
December, 1995, (date of grant) by and between Country Bank Shares
Corporation, a Wisconsin corporation ("Corporation") and, John
Michael Jones ("Employee").
W I T N E S S E T H :
WHEREAS, Employee has heretofore been employed by Corporation
or by one of Corporation's Banks; and
WHEREAS, Employee and Corporation wish to set forth in this
Agreement the terms and conditions under which Employee will have
an opportunity to purchase capital stock of Corporation under the
Non-Qualified Stock Option Agreement;
NOW, THEREFORE, the parties hereto do mutually agree as
follows:
1. Purchase of Shares.
A. Purchase. On the date first written above, employee is granted
an option to purchase 1,000 shares of Country Bank Shares Corporation
voting common stock with no par value, upon the terms identified herein.
Employee shall on the date of grant of the nonqualified stock option, be
eligible to purchase twenty percent (20%) of the shares granted under the
nonqualified stock option, at an option price of $41.12, per share. On each
subsequent anniversary of the date of the grant of this option, the employee
shall be permitted to exercise an additional twenty percent (20%) of the
granted shares at an option price of $41.12, per share. Upon the ten (10)
year anniversary of the grant of these options, any shares remaining
unexercised will lapse. The options under this Agreement are nontransferable.
B. Closing. The closing of purchases of Shares pursuant to this
Agreement shall occur at the principal offices of Corporation as identified
under Paragraph 7.
C. Payment of Purchase Price. At closing Employee shall deliver to
Corporation the purchase price for the Shares. Employee shall also be
responsible for payment to Corporation all applicable withholding taxes.
Such taxes shall be delivered to Corporation at Closing by the Employee. At
the election of the Employee, Employee may "cash in" shares with Corporation at
the then existing per share Stipulated Value in an amount necessary to pay
applicable withholding taxes arising as a result of the option exercise.
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D. Issuance of Stock Certificate. Corporation shall issue a
certificate for the Shares to Employee. Corporation will not deliver shares of
Common Stock being purchased upon any exercise of this option unless it has
received payment for all applicable withholding taxes or arrangements
satisfactory to Corporation for the payment thereof have been made.
Unless otherwise determined by Corporation, such withholding taxes may be paid
with outstanding shares of Common Stock (including, stock delivered upon
exercise for this option) such stock being valued at the Stipulated Value on
date of exercise. The Employee shall have no rights as a stockholder with
respect to any shares covered by this option until the date of the issuance of
the stock certificate for such shares.
E. Representations and Warranties of Employee. Employee hereby
represents and warrants to Corporation, which warranties and
representations shall be deemed to be made on the date hereof and made again at
the closing of the purchase of shares pursuant to subsection B, above, as
follows:
* Purchase for Investment. Employee is purchasing the shares
hereunder for Employee's own account for investment and not with a view
to, or for resale in connection with, any distribution thereof, and Employee
has such knowledge and experience in financial and business matters that
Employee is capable of evaluating the merits and risks of the investment in the
shares and is able to bear the economic risk of such investment.
F. Status of Shareholder Agreement. Employee acknowledges that
certain shareholders of the Corporation have executed a Shareholder
Agreement which was originally dated January 10, 1990. Employee acknowledges
that any shares which may be issued to him or her pursuant to this 1995
Non-Qualified Stock Option Agreement are not subject to any of the terms,
conditions, rights and restrictions of said January 10, 1990 Shareholder
Agreement or any amendments, revisions or restatements of said Agreement.
G. Legend on Certificates. All certificates representing shares
issued to Employee hereunder shall be endorsed with the following legend:
"The stock represented by this certificate and the disposition thereof
are subject to the terms and conditions set forth in a 1995 Non Qualified Stock
Option Agreement, dated December ___, 1995, a copy of which is on file at the
offices of the issuer in Wisconsin and may be inspected by any person upon
request during normal business hours. No transfer of such securities will be
made on the books of the issuer unless accompanied by evidence of compliance
with the terms of such Agreement."
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Likewise Corporation shall place the above endorsement upon any stock
certificate which it may hereafter issue in the name of any person to whom
shares of Corporation's stock subject to this Agreement are transferred.
H. Per Share Stipulated Value. The per share stipulated value
shall be determined pursuant to Section 6 of the Agreement.
I. Termination. The option shall lapse on the ten (10) year
anniversary of this Agreement.
J. Confidentiality. The conditions of this agreement are of
interest only to the Parties hereto, the Parties agree, as a material
provision of this agreement, not to divulge any of the contents hereof to any
other person or entity, except as required by any Court or governmental agency
with the exception of their accountants, attorneys, bankers and in the case of
Corporation, the Board of Directors (who shall be deemed to be bound by this
provision) , and in the case of Employee, their spouse (who shall be deemed to
be bound by this provision). Should Employee disclose any provisions of this
agreement, at the option of Corporation, all benefits under this agreement,
including those unpaid benefits shall lapse to Corporation and no longer be
available to the Employee.
K. Regulatory Restrictions. All transactions authorized or
envisioned by this agreement, shall be subject to necessary regulatory
approvals under applicable federal or state banking or securities laws,
specifically including, but not limited to, restrictions of the purchase by a
bank holding company of its own capital stock, as set forth in the regulations
of the Federal Reserve Board.
2. General Restriction on Sale or Other Disposition of Shares. Employee
shall not, during his lifetime or upon his death, sell, transfer, give, assign,
pledge or otherwise encumber or divest himself of ownership or control of all or
any part of his Shares of Corporation, or other rights under this agreement,
whether voluntarily or by operation of law (such transactions being hereinafter
referred to individually as a "transfer" or collectively as "transfers"),
except in accordance with the terms of this Agreement.
3. Third Party Transfers.
A. Offer to Sell. No shareholder shall sell, assign, pledge,
encumber, hypothecate or otherwise transfer or dispose of all or any
portion of his or her stock in the Corporation subject to this Agreement except
in accordance with and subject to the terms of this Agreement, or upon the
prior written consent of the Corporation and all of its shareholders. If
Employee wishes to
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transfer any Shares in Corporation subject to this Agreement, he shall
offer in writing to sell such stock to Corporation. Such offer shall
state the number of shares to be transferred. The offering price of
the Shares shall be the Stipulated Value per share as determined under Section
6, below, and the terms of payment shall be as set forth in Section 7, below.
B. Acceptance of Offer by Corporation. Corporation, must accept
by written notice such offer of sale as to all of the Shares being
offered within thirty (30) days after receipt of written notice of said offer.
Corporation may assign all or any portion of its obligation to accept such
offer to any third party or parties.
C. Rights Upon Sale of All Capital Stock of Corporation.
Notwithstanding anything to the contrary in this Section 3, if all of
the Shareholders of Corporation (other than Employee and any other employee of
Corporation who holds shares of Corporation's capital stock subject to an
agreement substantially similar to this Agreement) sell their common stock in
Corporation in a single transaction or series of related transactions to a
person or persons who are not shareholders of Corporation as of the date hereof
and who, as a result of such sale, become holders of more than fifty-one
percent (51%) of the issued and outstanding common stock of Corporation, and
such person or persons desire to purchase Employee's capital stock, such holder
shall give written notice of such sale or disposition to Employee. Such notice
shall identify the proposed transferee, shall summarize the price, terms of
payment, and other material terms of the proposed disposition. Upon the receipt
of such notice Employee shall sell his Shares of the capital stock of
Corporation to such person or persons on the same terms and conditions and
price per share provided to such other shareholders of Corporation.
D. Sale of Substantially All of the Assets of Corporation.
If all of the shareholders of Corporation (other than Employee and any
other employee of Corporation who holds Shares of Corporation's capital stock
subject to an agreement substantially similar to this Agreement) vote to sell
substantially all of the business assets of Corporation in a single transaction
or a series of related transactions to one (1) or more third party legal
entities, then Employee agrees to abide by such decision and expressly agrees
that he shall be compensated for his Shares upon an orderly dissolution of
Corporation as determined by the majority vote of the shareholders following
such transaction.
4. Mandatory Redemption Upon Termination of Employment.
A. Termination of Employment. Upon the termination of the
employment of Employee with Corporation and with Corporation's Banks
(regardless of the reason for such termination), Corporation shall purchase
from Employee or the personal representative of his
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Estate, as the case may be, and each person who has directly or
indirectly received Shares in Corporation subject to this Agreement from
Employee and Employee, such personal representative and all such persons shall
sell to Corporation, all (but not less than all) such Shares owned by them at a
purchase price equal to the Stipulated Value of each such Share as determined
under Section 6, below, as of the date of such termination of employment,
which purchase price shall be payable pursuant to the applicable payment terms
set forth in Section 7, below.
B. Death. Upon the death of Employee, the estate of such deceased
Employee shall sell and Corporation shall purchase all of the Shares of
Corporation owned by such Shareholder at the time of death at the Stipulated
Value per share as provided in Section 6 of this Agreement and upon the terms
and conditions provided in Section 7 of this Agreement.
C. Total Disability of Employee. After the Continuous Total
Permanent Disability of an Employee ("Continuous Total Permanent
Disability" shall have the same meaning as set forth in any then valid contract
of such employment between Employee and Corporation. If Corporation maintains
no such contract at the time of the alleged disability, "Continuous Total
Permanent Disability" should have the meaning of such term or similar term as
defined in the most recently obtained disability insurance policy, if any,
maintained by Corporation that covers Employee at the time of the alleged
disability, provided, however, in the absence of such definition, "Continuous
Total Permanent Disability" shall mean a mental or physical impairment or
illness, which, in the judgment of the Board of Directors of Corporation,
totally and presumably permanently prevents Employee from fully completing
Employee's normal job responsibilities for Corporation) Corporation shall
purchase and the Employee shall sell all of the Shares of Corporation owned by
the disabled Employee at the Stipulated Value as provided in Section 6 of this
Agreement and upon the terms and conditions provided in Section 7 of this
Agreement.
5. Marital Property.
A. Classification of Shares After Death of a Spouse. After the
death of the spouse ("Deceased Spouse") of Employee, either Corporation or
Employee (Employee as the case may be, hereinafter referred to as the "Surviving
Spouse") may request that the personal representative of the Estate of the
Deceased Spouse petition the Court having jurisdiction over the Estate of the
Deceased Spouse for an order under the Wisconsin Statutes determining the
classification of the Shares of Corporation titled in either the surviving
spouse or deceased spouse for purposes of the Wisconsin Marital Property Law.
Upon receipt of the Court's order, such personal representative shall provide
Corporation and the Surviving Spouse with a true and accurate copy thereof, Such
request shall be made by written notice and the personal
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representative of the Estate of the Deceased Spouse shall take the
actions requested promptly upon receipt of such notice.
B. Right to Purchase Shares upon Death of a Spouse or Dissolution
of Marriage. If the spouse of Employee dies or the marriage of
Employee is dissolved and, as a result of such death or dissolution, title to
or ownership of any interest in any of Employee's Shares in Corporation is
transferred to or confirmed in any person other than Employee, then Employee
shall have the right and option to purchase from the owner or owners thereof
any or all of such Shares transferred to or confirmed in such other persons
(the "Marital Shares"), and, if Employee exercises such option as hereinafter
provided, such owner or owners shall sell their Marital Shares to Employee at
the Stipulated Value per share as determined pursuant to Section 6, below, and
upon the terms set forth in Section 7, below. Such option shall be
exercisable by written notice from Employee to Corporation and the ex-spouse or
the personal representative of the Estate of the ex-spouse at any time within
an Option Exercise Period of (a) eighteen (18) months after the date of the
spouse's death, or (b) in the event of dissolution of the marriage of Employee,
sixty (60) days after the date of entry of any final order, judgment or decree
determining the rights, if any, of the spouse in the Marital Shares (the
"Dissolution Order"). Notwithstanding the foregoing if, as a result of the
death of the Deceased Spouse, a petition for determination of the
classification of Shares of the Surviving Spouse is filed in a court of
competent jurisdiction before expiration of said eighteen (18) month period
after the death of the spouse, then the Option Exercise Period in the event of
such death shall be extended until six (6) months after a final determination
of such classification. For purposes hereof, a determination of the
classification of the Shares of a Surviving Spouse or a Dissolution Order shall
be considered "final" when made by a court of competent jurisdiction, the time
for appeal of the court's decision has elapsed and no appeal has been taken.
C. Corporation's Right to Purchase Shares. If there are
remaining Marital Shares which are not purchased pursuant to subsection
5.B., above, Corporation shall have the right and option, exercisable by
written notice to the ex-spouse or the personal representative of the Estate of
the Deceased Spouse at any time within thirty (30) days after the expiration of
the period for the exercise by Employee of his option under subsection 5.B.,
above, to purchase any or all of such unaccepted remaining Marital Shares at
the Stipulated Value per share thereof as determined pursuant to Section 6,
below, and upon the terms set forth in Section 7, below, and if Corporation
exercises such option, the owner or owners of such remaining Marital Shares
shall sell such remaining Marital Shares which Corporation has elected to
purchase to Corporation at the price and upon the terms set forth above.
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D. Unaccepted Shares. If there continue to be remaining Marital
Shares which are not purchased pursuant to subsections 5.B. or 5.C.,
above, then the transferee or transferees thereof may continue to hold the
shares, subject always to the remaining terms and conditions of this Agreement.
E. Subsequent Events. Employee agrees that if he or she plans
to remarry after the death of his or her spouse or dissolution from his
or her marriage, his or her prospective spouse must sign a counterpart to this
Agreement or, effective upon his or her marriage or remarriage, Corporation
will have a continuing option to buy all the stock owned by him or her
immediately prior to the marriage or remarriage at the price and on the terms
specified in Sections 6 and 7 of this Agreement. Corporation's option
under this section shall continue until exercised or until the execution by the
Employee's spouse of a Counterpart to this Agreement, such new spouse shall be
a "spouse" within the meaning of this Agreement and shall be bound by it as
though an original party.
6. Determination of Per Share Value.
A. Stipulated Value. The "Stipulated Value" per share shall be
calculated annually. The stipulated value shall be the value per share
as fixed by the shareholders at the preceding annual meeting of the Corporation
(the "stock valuation date").
7. Closing and Payment of Redemption or Purchase Price.
A. Time and Place of Closing. The closing of any sale or
redemption pursuant to this Agreement shall occur at the principal
office of Corporation in Wisconsin on such day as Corporation shall select, but
not less than thirty (30) days nor more than ninety (90) days after the
exercise of an option or the occurrence of an event which requires the
redemption, sale or transfer of any of the Shares of Corporation pursuant to
this Agreement. Corporation shall notify Employee or the personal
representative of his Estate (notice to such persons being sufficient notice to
all persons who are required to sell their Shares in Corporation regardless of
whether they have actual or constructive notice or knowledge thereof) in
writing of the exact date and time of closing at least ten (10) days prior to
the date of closing.
B. Transfer of Shares and Payment of Purchase or Redemption Price.
At the closing, the sellers shall deliver to Corporation certificates
evidencing ownership of the Shares subject to the sale or redemption properly
endorsed or with properly executed stock powers and such other instruments or
documents as shall be required by the purchaser in connection with the transfer
of said shares. Effective as of the date of closing, all Shares subject to the
sale or redemption shall be deemed sold or redeemed,
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<PAGE> 9
the seller's certificates relating to the Shares shall be deemed
canceled, the rights of the sellers as shareholders of Corporation shall be
deemed terminated and the Secretary of Corporation shall make appropriate
notification of such facts in the stock transfer records of Corporation
regardless of whether such sellers attend or participate in the closing or
whether such certificates are then delivered as aforesaid. The purchase or
redemption price shall be payable over three (3) equal annual installments of
principal and interest. The first payment due at the closing of the transfer of
the shares provided that any outstanding obligation of the Employee pursuant to
this agreement shall be offset against the balance due the sellers at the time
of closing. Interest shall accrue on the unpaid declining balance of principal
at a rate equal to the minimum rate of interest required to be charged to avoid
imputation of unstated interest under Subsection 483 of the Internal Revenue
Code, as amended, and any successor provision thereto as of the date of
closing. The bank shall have the right to prepay the obligations owing in
whole or in part at any time or times prior to maturity without penalty.
8. Notice. Any notice, offer, acceptance or demand required
or permitted to be given under this Agreement shall be sufficient
if made in writing and sent by registered or certified mail to the
address of Employee or any direct or indirect transferees of Shares
from Employee as the same shall appear on the stock transfer book
of Corporation, or the legal residence or place of business of the
personal representative of any employee or, if in the case of
Corporation, the principal office of Corporation.
9. Action of Shareholders, Directors and Officers. In the
event that Corporation shall be required to or shall have the right
to redeem its Shares under this Agreement, Employee or any
shareholder whose Shares are subject to redemption, or the personal
representative of his Estate, shall take any action necessary to
comply with this agreement.
10. Specific Performance. The parties hereto hereby declare that it is
impossible to measure in money the damages which will accrue to
Corporation, any shareholder, Employee or the personal representative of the
Estate of Employee by reason of any failure to perform any of the obligations
under this Agreement. Therefore, if any party hereto (or the heirs, successors
or assigns thereof) shall institute any action or proceeding to enforce the
provisions hereof, any person (including Corporation) against whom such action
or proceeding is brought hereby waives the claims or defense therein that such
party has or may have an adequate remedy at law, and such persons shall not
urge in any such action or proceeding the claim or defense that such remedy at
law exists.
11. Termination of Agreement. This Agreement shall terminate
upon any of the following events:
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<PAGE> 10
A. Liquidation or dissolution of Corporation.
B. The mutual written consent to its termination by Corporation and
Employee or by Corporation and all parties owning stock from time to time
subject to this Agreement.
12. Insurance. Corporation is hereby granted the right and authority if
it so desires to purchase a policy or policies of insurance on the
life of Employee in such amount or amounts as the Board of Directors of
Corporation in its sole discretion deems appropriate. In the event that
Corporation chooses to exercise its power, Employee agrees to render all
assistance and cooperation as may be necessary to apply for and acquire such
policies of insurance. All such insurance policies shall be listed on a
schedule to be attached hereto and shall be subject to the terms of this
Agreement.
13. Miscellaneous.
A. Additional Shares of Stock. The provisions of this Agreement
shall apply with respect to any additional shares of stock of
Corporation which Employee shall hereafter or heretofore acquire whether by
purchase, gift, stock dividend, stock split, recapitalization, reorganization
or otherwise.
B. Personal Representatives. For purposes of this Agreement, the
personal representative of the Estate of Employee or a transferee of
Employee shall be that person or persons and/or corporation or corporations
duly appointed by the court exercising jurisdiction over the administration of
such Employee's or transferee's Estate in the state in which he is domiciled at
the time of his death. Any right, duty or obligation which devolves upon or
incurs to the benefit of a personal representative or by the special
administrator of the Estate of the deceased or by a Trustee or other
distributee in possession of stock of Corporation which is includable in said
Estate.
C. Use of Words. The use of words of the masculine gender is
intended to include, wherever appropriate, the feminine or neuter
gender and vice versa. The use of words of the singular is intended to
include, wherever appropriate, the plural and vice versa.
D. Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
successors and assigns.
E. No Right to Employment. Nothing in this Agreement shall confer
upon Employee any right to continue in the employ of Corporation or any
subsidiary thereof, or to abridge in any way the right of Corporation to
terminate the employment of Employee at any time.
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<PAGE> 11
F. Governing Law. This Agreement and all questions arising in
connection herewith shall be governed by the internal laws of Wisconsin.
G. Compliance With Law. Notwithstanding anything to the contrary
herein contained, no transfer whatsoever may be made except if made in
compliance with all applicable laws, including but not limited to, state and
federal securities laws. Corporation's obligation to transfer shares under this
Agreement shall be subject to its receipt, upon Corporation's request and at
its expense, of an unqualified opinion of its counsel as to compliance with
securities and other applicable laws.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement at Mt. Horeb, Wisconsin, on the day, month and year first above
written.
COMPANY:
Attest: COUNTRY BANK SHARES CORPORATION
/s/ Thomas D. Heuerman, Secretary By: /s/ Neal H. Brunner, President
- --------------------------------- ---------------------------
THOMAS D. HEUERMAN, SECRETARY NEAL H. BRUNNER
(SEAL) Employee:
/s/ John Michael Jones
----------------------------
JOHN MICHAEL JONES
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<PAGE> 12
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Agreement and that I
understand its contents. I am aware that by its provisions my spouse agrees to
sell all shares of stock of COUNTRY BANK SHARES CORPORATION held by my spouse
on this date, or hereafter acquired, upon the occurrence of certain events. I
am further aware that included in such sale shall be any interest I have in
any such shares (including without limitation any right or interest by
operation of the Wisconsin Marital Property Laws or by operation of any other
law) and such interest of any of my heirs, legatees or other transferees. I
hereby consent to such sale, approve the provisions of the Agreement, agree to
sell any interest I may have in such shares as required by the Agreement and
agree that those shares and my interest in them are subject to the provisions
of the Agreement. I further covenant and agree that I will take no action at
any time to hinder the operation of the Agreement as to those shares or any
interest which I or my transferees have in them.
Date: 12-31 , 1995. SPOUSE:
-------- /s/ Kathleen O'Connor Jones
---------------------------
<PAGE> 1
4.5
COUNTRY BANK SHARES CORPORATION
1995 NONQUALIFIED STOCK OPTION AGREEMENT
<PAGE> 2
COUNTRY BANK SHARES CORPORATION
1995 NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into this 26th day of
December, 1995, (date of grant) by and between Country Bank Shares
Corporation, a Wisconsin corporation ("Corporation") and, Thomas D. Heuerman
("Employee").
W I T N E S S E T H :
WHEREAS, Employee has heretofore been employed by Corporation
or by one of Corporation's Banks; and
WHEREAS, Employee and Corporation wish to set forth in this
Agreement the terms and conditions under which Employee will have
an opportunity to purchase capital stock of Corporation under the
Non-Qualified Stock Option Agreement;
NOW, THEREFORE, the parties hereto do mutually agree as
follows:
1. Purchase of Shares.
A. Purchase. On the date first written above, employee is granted
an option to purchase 2,000 shares of Country Bank Shares Corporation
voting common stock with no par value, upon the terms identified herein.
Employee shall on the date of grant of the nonqualified stock option, be
eligible to purchase twenty percent (20%) of the shares granted under the
nonqualified stock option, at an option price of $41.12, per share. On each
subsequent anniversary of the date of the grant of this option, the employee
shall be permitted to exercise an additional twenty percent (20%) of the
granted shares at an option price of $41.12, per share. Upon the ten (10)
year anniversary of the grant of these options, any shares remaining
unexercised will lapse. The options under this Agreement are nontransferable.
B. Closing. The closing of purchases of Shares pursuant to this
Agreement shall occur at the principal offices of Corporation as identified
under Paragraph 7.
C. Payment of Purchase Price. At closing Employee shall deliver to
Corporation the purchase price for the Shares. Employee shall also be
responsible for payment to Corporation all applicable withholding taxes.
Such taxes shall be delivered to Corporation at Closing by the Employee. At
the election of the Employee, Employee may "cash in" shares with Corporation at
the then existing per share Stipulated Value in an amount necessary to pay
applicable withholding taxes arising as a result of the option exercise.
-2-
<PAGE> 3
D. Issuance of Stock Certificate. Corporation shall issue a
certificate for the Shares to Employee. Corporation will not deliver shares of
Common Stock being purchased upon any exercise of this option unless it has
received payment for all applicable withholding taxes or arrangements
satisfactory to Corporation for the payment thereof have been made.
Unless otherwise determined by Corporation, such withholding taxes may be paid
with outstanding shares of Common Stock (including, stock delivered upon
exercise for this option) such stock being valued at the Stipulated Value on
date of exercise. The Employee shall have no rights as a stockholder with
respect to any shares covered by this option until the date of the issuance of
the stock certificate for such shares.
E. Representations and Warranties of Employee. Employee hereby
represents and warrants to Corporation, which warranties and
representations shall be deemed to be made on the date hereof and made again at
the closing of the purchase of shares pursuant to subsection B, above, as
follows:
* Purchase for Investment. Employee is purchasing the shares
hereunder for Employee's own account for investment and not with a view
to, or for resale in connection with, any distribution thereof, and Employee
has such knowledge and experience in financial and business matters that
Employee is capable of evaluating the merits and risks of the investment in the
shares and is able to bear the economic risk of such investment.
F. Status of Shareholder Agreement. Employee acknowledges that
certain shareholders of the Corporation have executed a Shareholder
Agreement which was originally dated January 10, 1990. Employee acknowledges
that any shares which may be issued to him or her pursuant to this 1995
Non-Qualified Stock Option Agreement are not subject to any of the terms,
conditions, rights and restrictions of said January 10, 1990 Shareholder
Agreement or any amendments, revisions or restatements of said Agreement.
G. Legend on Certificates. All certificates representing shares
issued to Employee hereunder shall be endorsed with the following legend:
"The stock represented by this certificate and the disposition thereof
are subject to the terms and conditions set forth in a 1995 Non Qualified Stock
Option Agreement, dated December 26, 1995, a copy of which is on file at the
offices of the issuer in Wisconsin and may be inspected by any person upon
request during normal business hours. No transfer of such securities will be
made on the books of the issuer unless accompanied by evidence of compliance
with the terms of such Agreement."
-3-
<PAGE> 4
Likewise Corporation shall place the above endorsement upon any stock
certificate which it may hereafter issue in the name of any person to whom
shares of Corporation's stock subject to this Agreement are transferred.
H. Per Share Stipulated Value. The per share stipulated value
shall be determined pursuant to Section 6 of the Agreement.
I. Termination. The option shall lapse on the ten (10) year
anniversary of this Agreement.
J. Confidentiality. The conditions of this agreement are of
interest only to the Parties hereto, the Parties agree, as a material
provision of this agreement, not to divulge any of the contents hereof to any
other person or entity, except as required by any Court or governmental agency
with the exception of their accountants, attorneys, bankers and in the case of
Corporation, the Board of Directors (who shall be deemed to be bound by this
provision) , and in the case of Employee, their spouse (who shall be deemed to
be bound by this provision). Should Employee disclose any provisions of this
agreement, at the option of Corporation, all benefits under this agreement,
including those unpaid benefits shall lapse to Corporation and no longer be
available to the Employee.
K. Regulatory Restrictions. All transactions authorized or
envisioned by this agreement, shall be subject to necessary regulatory
approvals under applicable federal or state banking or securities laws,
specifically including, but not limited to, restrictions of the purchase by a
bank holding company of its own capital stock, as set forth in the regulations
of the Federal Reserve Board.
2. General Restriction on Sale or Other Disposition of Shares. Employee
shall not, during his lifetime or upon his death, sell, transfer, give, assign,
pledge or otherwise encumber or divest himself of ownership or control of all or
any part of his Shares of Corporation, or other rights under this agreement,
whether voluntarily or by operation of law (such transactions being hereinafter
referred to individually as a "transfer" or collectively as "transfers"),
except in accordance with the terms of this Agreement.
3. Third Party Transfers.
A. Offer to Sell. No shareholder shall sell, assign, pledge,
encumber, hypothecate or otherwise transfer or dispose of all or any
portion of his or her stock in the Corporation subject to this Agreement except
in accordance with and subject to the terms of this Agreement, or upon the
prior written consent of the Corporation and all of its shareholders. If
Employee wishes to
-4-
<PAGE> 5
transfer any Shares in Corporation subject to this Agreement, he shall
offer in writing to sell such stock to Corporation. Such offer shall
state the number of shares to be transferred. The offering price of
the Shares shall be the Stipulated Value per share as determined under Section
6, below, and the terms of payment shall be as set forth in Section 7, below.
B. Acceptance of Offer by Corporation. Corporation, must accept
by written notice such offer of sale as to all of the Shares being
offered within thirty (30) days after receipt of written notice of said offer.
Corporation may assign all or any portion of its obligation to accept such
offer to any third party or parties.
C. Rights Upon Sale of All Capital Stock of Corporation.
Notwithstanding anything to the contrary in this Section 3, if all of
the Shareholders of Corporation (other than Employee and any other employee of
Corporation who holds shares of Corporation's capital stock subject to an
agreement substantially similar to this Agreement) sell their common stock in
Corporation in a single transaction or series of related transactions to a
person or persons who are not shareholders of Corporation as of the date hereof
and who, as a result of such sale, become holders of more than fifty-one
percent (51%) of the issued and outstanding common stock of Corporation, and
such person or persons desire to purchase Employee's capital stock, such holder
shall give written notice of such sale or disposition to Employee. Such notice
shall identify the proposed transferee, shall summarize the price, terms of
payment, and other material terms of the proposed disposition. Upon the receipt
of such notice Employee shall sell his Shares of the capital stock of
Corporation to such person or persons on the same terms and conditions and
price per share provided to such other shareholders of Corporation.
D. Sale of Substantially All of the Assets of Corporation.
If all of the shareholders of Corporation (other than Employee and any
other employee of Corporation who holds Shares of Corporation's capital stock
subject to an agreement substantially similar to this Agreement) vote to sell
substantially all of the business assets of Corporation in a single transaction
or a series of related transactions to one (1) or more third party legal
entities, then Employee agrees to abide by such decision and expressly agrees
that he shall be compensated for his Shares upon an orderly dissolution of
Corporation as determined by the majority vote of the shareholders following
such transaction.
4. Mandatory Redemption Upon Termination of Employment.
A. Termination of Employment. Upon the termination of the
employment of Employee with Corporation and with Corporation's Banks
(regardless of the reason for such termination), Corporation shall purchase
from Employee or the personal representative of his
-5-
<PAGE> 6
Estate, as the case may be, and each person who has directly or
indirectly received Shares in Corporation subject to this Agreement from
Employee and Employee, such personal representative and all such persons shall
sell to Corporation, all (but not less than all) such Shares owned by them at a
purchase price equal to the Stipulated Value of each such Share as determined
under Section 6, below, as of the date of such termination of employment,
which purchase price shall be payable pursuant to the applicable payment terms
set forth in Section 7, below.
B. Death. Upon the death of Employee, the estate of such deceased
Employee shall sell and Corporation shall purchase all of the Shares of
Corporation owned by such Shareholder at the time of death at the Stipulated
Value per share as provided in Section 6 of this Agreement and upon the terms
and conditions provided in Section 7 of this Agreement.
C. Total Disability of Employee. After the Continuous Total
Permanent Disability of an Employee ("Continuous Total Permanent
Disability" shall have the same meaning as set forth in any then valid contract
of such employment between Employee and Corporation. If Corporation maintains
no such contract at the time of the alleged disability, "Continuous Total
Permanent Disability" should have the meaning of such term or similar term as
defined in the most recently obtained disability insurance policy, if any,
maintained by Corporation that covers Employee at the time of the alleged
disability, provided, however, in the absence of such definition, "Continuous
Total Permanent Disability" shall mean a mental or physical impairment or
illness, which, in the judgment of the Board of Directors of Corporation,
totally and presumably permanently prevents Employee from fully completing
Employee's normal job responsibilities for Corporation) Corporation shall
purchase and the Employee shall sell all of the Shares of Corporation owned by
the disabled Employee at the Stipulated Value as provided in Section 6 of this
Agreement and upon the terms and conditions provided in Section 7 of this
Agreement.
5. Marital Property.
A. Classification of Shares After Death of a Spouse. After the
death of the spouse ("Deceased Spouse") of Employee, either Corporation or
Employee (Employee as the case may be, hereinafter referred to as the "Surviving
Spouse") may request that the personal representative of the Estate of the
Deceased Spouse petition the Court having jurisdiction over the Estate of the
Deceased Spouse for an order under the Wisconsin Statutes determining the
classification of the Shares of Corporation titled in either the surviving
spouse or deceased spouse for purposes of the Wisconsin Marital Property Law.
Upon receipt of the Court's order, such personal representative shall provide
Corporation and the Surviving Spouse with a true and accurate copy thereof, Such
request shall be made by written notice and the personal
-6-
<PAGE> 7
representative of the Estate of the Deceased Spouse shall take the
actions requested promptly upon receipt of such notice.
B. Right to Purchase Shares upon Death of a Spouse or Dissolution
of Marriage. If the spouse of Employee dies or the marriage of
Employee is dissolved and, as a result of such death or dissolution, title to
or ownership of any interest in any of Employee's Shares in Corporation is
transferred to or confirmed in any person other than Employee, then Employee
shall have the right and option to purchase from the owner or owners thereof
any or all of such Shares transferred to or confirmed in such other persons
(the "Marital Shares"), and, if Employee exercises such option as hereinafter
provided, such owner or owners shall sell their Marital Shares to Employee at
the Stipulated Value per share as determined pursuant to Section 6, below, and
upon the terms set forth in Section 7, below. Such option shall be
exercisable by written notice from Employee to Corporation and the ex-spouse or
the personal representative of the Estate of the ex-spouse at any time within
an Option Exercise Period of (a) eighteen (18) months after the date of the
spouse's death, or (b) in the event of dissolution of the marriage of Employee,
sixty (60) days after the date of entry of any final order, judgment or decree
determining the rights, if any, of the spouse in the Marital Shares (the
"Dissolution Order"). Notwithstanding the foregoing if, as a result of the
death of the Deceased Spouse, a petition for determination of the
classification of Shares of the Surviving Spouse is filed in a court of
competent jurisdiction before expiration of said eighteen (18) month period
after the death of the spouse, then the Option Exercise Period in the event of
such death shall be extended until six (6) months after a final determination
of such classification. For purposes hereof, a determination of the
classification of the Shares of a Surviving Spouse or a Dissolution Order shall
be considered "final" when made by a court of competent jurisdiction, the time
for appeal of the court's decision has elapsed and no appeal has been taken.
C. Corporation's Right to Purchase Shares. If there are
remaining Marital Shares which are not purchased pursuant to subsection
5.B., above, Corporation shall have the right and option, exercisable by
written notice to the ex-spouse or the personal representative of the Estate of
the Deceased Spouse at any time within thirty (30) days after the expiration of
the period for the exercise by Employee of his option under subsection 5.B.,
above, to purchase any or all of such unaccepted remaining Marital Shares at
the Stipulated Value per share thereof as determined pursuant to Section 6,
below, and upon the terms set forth in Section 7, below, and if Corporation
exercises such option, the owner or owners of such remaining Marital Shares
shall sell such remaining Marital Shares which Corporation has elected to
purchase to Corporation at the price and upon the terms set forth above.
-7-
<PAGE> 8
D. Unaccepted Shares. If there continue to be remaining Marital
Shares which are not purchased pursuant to subsections 5.B. or 5.C.,
above, then the transferee or transferees thereof may continue to hold the
shares, subject always to the remaining terms and conditions of this Agreement.
E. Subsequent Events. Employee agrees that if he or she plans
to remarry after the death of his or her spouse or dissolution from his
or her marriage, his or her prospective spouse must sign a counterpart to this
Agreement or, effective upon his or her marriage or remarriage, Corporation
will have a continuing option to buy all the stock owned by him or her
immediately prior to the marriage or remarriage at the price and on the terms
specified in Sections 6 and 7 of this Agreement. Corporation's option
under this section shall continue until exercised or until the execution by the
Employee's spouse of a Counterpart to this Agreement, such new spouse shall be
a "spouse" within the meaning of this Agreement and shall be bound by it as
though an original party.
6. Determination of Per Share Value.
A. Stipulated Value. The "Stipulated Value" per share shall be
calculated annually. The stipulated value shall be the value per share
as fixed by the shareholders at the preceding annual meeting of the Corporation
(the "stock valuation date").
7. Closing and Payment of Redemption or Purchase Price.
A. Time and Place of Closing. The closing of any sale or
redemption pursuant to this Agreement shall occur at the principal
office of Corporation in Wisconsin on such day as Corporation shall select, but
not less than thirty (30) days nor more than ninety (90) days after the
exercise of an option or the occurrence of an event which requires the
redemption, sale or transfer of any of the Shares of Corporation pursuant to
this Agreement. Corporation shall notify Employee or the personal
representative of his Estate (notice to such persons being sufficient notice to
all persons who are required to sell their Shares in Corporation regardless of
whether they have actual or constructive notice or knowledge thereof) in
writing of the exact date and time of closing at least ten (10) days prior to
the date of closing.
B. Transfer of Shares and Payment of Purchase or Redemption Price.
At the closing, the sellers shall deliver to Corporation certificates
evidencing ownership of the Shares subject to the sale or redemption properly
endorsed or with properly executed stock powers and such other instruments or
documents as shall be required by the purchaser in connection with the transfer
of said shares. Effective as of the date of closing, all Shares subject to the
sale or redemption shall be deemed sold or redeemed,
-8-
<PAGE> 9
the seller's certificates relating to the Shares shall be deemed
canceled, the rights of the sellers as shareholders of Corporation shall be
deemed terminated and the Secretary of Corporation shall make appropriate
notification of such facts in the stock transfer records of Corporation
regardless of whether such sellers attend or participate in the closing or
whether such certificates are then delivered as aforesaid. The purchase or
redemption price shall be payable over three (3) equal annual installments of
principal and interest. The first payment due at the closing of the transfer of
the shares provided that any outstanding obligation of the Employee pursuant to
this agreement shall be offset against the balance due the sellers at the time
of closing. Interest shall accrue on the unpaid declining balance of principal
at a rate equal to the minimum rate of interest required to be charged to avoid
imputation of unstated interest under Subsection 483 of the Internal Revenue
Code, as amended, and any successor provision thereto as of the date of
closing. The bank shall have the right to prepay the obligations owing in
whole or in part at any time or times prior to maturity without penalty.
8. Notice. Any notice, offer, acceptance or demand required
or permitted to be given under this Agreement shall be sufficient
if made in writing and sent by registered or certified mail to the
address of Employee or any direct or indirect transferees of Shares
from Employee as the same shall appear on the stock transfer book
of Corporation, or the legal residence or place of business of the
personal representative of any employee or, if in the case of
Corporation, the principal office of Corporation.
9. Action of Shareholders, Directors and Officers. In the
event that Corporation shall be required to or shall have the right
to redeem its Shares under this Agreement, Employee or any
shareholder whose Shares are subject to redemption, or the personal
representative of his Estate, shall take any action necessary to
comply with this agreement.
10. Specific Performance. The parties hereto hereby declare that it is
impossible to measure in money the damages which will accrue to
Corporation, any shareholder, Employee or the personal representative of the
Estate of Employee by reason of any failure to perform any of the obligations
under this Agreement. Therefore, if any party hereto (or the heirs, successors
or assigns thereof) shall institute any action or proceeding to enforce the
provisions hereof, any person (including Corporation) against whom such action
or proceeding is brought hereby waives the claims or defense therein that such
party has or may have an adequate remedy at law, and such persons shall not
urge in any such action or proceeding the claim or defense that such remedy at
law exists.
11. Termination of Agreement. This Agreement shall terminate
upon any of the following events:
-9-
<PAGE> 10
A. Liquidation or dissolution of Corporation.
B. The mutual written consent to its termination by Corporation and
Employee or by Corporation and all parties owning stock from time to time
subject to this Agreement.
12. Insurance. Corporation is hereby granted the right and authority if
it so desires to purchase a policy or policies of insurance on the
life of Employee in such amount or amounts as the Board of Directors of
Corporation in its sole discretion deems appropriate. In the event that
Corporation chooses to exercise its power, Employee agrees to render all
assistance and cooperation as may be necessary to apply for and acquire such
policies of insurance. All such insurance policies shall be listed on a
schedule to be attached hereto and shall be subject to the terms of this
Agreement.
13. Miscellaneous.
A. Additional Shares of Stock. The provisions of this Agreement
shall apply with respect to any additional shares of stock of
Corporation which Employee shall hereafter or heretofore acquire whether by
purchase, gift, stock dividend, stock split, recapitalization, reorganization
or otherwise.
B. Personal Representatives. For purposes of this Agreement, the
personal representative of the Estate of Employee or a transferee of
Employee shall be that person or persons and/or corporation or corporations
duly appointed by the court exercising jurisdiction over the administration of
such Employee's or transferee's Estate in the state in which he is domiciled at
the time of his death. Any right, duty or obligation which devolves upon or
incurs to the benefit of a personal representative or by the special
administrator of the Estate of the deceased or by a Trustee or other
distributee in possession of stock of Corporation which is includable in said
Estate.
C. Use of Words. The use of words of the masculine gender is
intended to include, wherever appropriate, the feminine or neuter
gender and vice versa. The use of words of the singular is intended to
include, wherever appropriate, the plural and vice versa.
D. Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
successors and assigns.
E. No Right to Employment. Nothing in this Agreement shall confer
upon Employee any right to continue in the employ of Corporation or any
subsidiary thereof, or to abridge in any way the right of Corporation to
terminate the employment of Employee at any time.
-10-
<PAGE> 11
F. Governing Law. This Agreement and all questions arising in
connection herewith shall be governed by the internal laws of Wisconsin.
G. Compliance With Law. Notwithstanding anything to the contrary
herein contained, no transfer whatsoever may be made except if made in
compliance with all applicable laws, including but not limited to, state and
federal securities laws. Corporation's obligation to transfer shares under this
Agreement shall be subject to its receipt, upon Corporation's request and at
its expense, of an unqualified opinion of its counsel as to compliance with
securities and other applicable laws.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement at Mt. Horeb, Wisconsin, on the day, month and year first above
written.
COMPANY:
Attest: COUNTRY BANK SHARES CORPORATION
/s/ Thomas D. Heuerman, Secretary By: /s/ Neal H. Brunner, President
- --------------------------------- ---------------------------
THOMAS D. HEUERMAN, SECRETARY NEAL H. BRUNNER
(SEAL) Employee:
/s/ Thomas D. Heuerman
----------------------------
THOMAS D. HEUERMAN
-11-
<PAGE> 12
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Agreement and that I
understand its contents. I am aware that by its provisions my spouse agrees to
sell all shares of stock of COUNTRY BANK SHARES CORPORATION held by my spouse
on this date, or hereafter acquired, upon the occurrence of certain events. I
am further aware that included in such sale shall be any interest I have in
any such shares (including without limitation any right or interest by
operation of the Wisconsin Marital Property Laws or by operation of any other
law) and such interest of any of my heirs, legatees or other transferees. I
hereby consent to such sale, approve the provisions of the Agreement, agree to
sell any interest I may have in such shares as required by the Agreement and
agree that those shares and my interest in them are subject to the provisions
of the Agreement. I further covenant and agree that I will take no action at
any time to hinder the operation of the Agreement as to those shares or any
interest which I or my transferees have in them.
Date: 12-26 , 1995. SPOUSE:
-------- /s/ Karen L. Heuerman
--------------------------
<PAGE> 1
4.6
COUNTRY BANK SHARES CORPORATION
1995 NONQUALIFIED STOCK OPTION AGREEMENT
<PAGE> 2
COUNTRY BANK SHARES CORPORATION
1995 NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into this 27th day of
December, 1995, (date of grant) by and between Country Bank Shares
Corporation, a Wisconsin corporation ("Corporation") and, Wayne W. Pivotto
("Employee").
W I T N E S S E T H :
WHEREAS, Employee has heretofore been employed by Corporation
or by one of Corporation's Banks; and
WHEREAS, Employee and Corporation wish to set forth in this
Agreement the terms and conditions under which Employee will have
an opportunity to purchase capital stock of Corporation under the
Non-Qualified Stock Option Agreement;
NOW, THEREFORE, the parties hereto do mutually agree as
follows:
1. Purchase of Shares.
A. Purchase. On the date first written above, employee is granted
an option to purchase 1,500 shares of Country Bank Shares Corporation
voting common stock with no par value, upon the terms identified herein.
Employee shall on the date of grant of the nonqualified stock option, be
eligible to purchase twenty percent (20%) of the shares granted under the
nonqualified stock option, at an option price of $41.12, per share. On each
subsequent anniversary of the date of the grant of this option, the employee
shall be permitted to exercise an additional twenty percent (20%) of the
granted shares at an option price of $41.12, per share. Upon the ten (10)
year anniversary of the grant of these options, any shares remaining
unexercised will lapse. The options under this Agreement are nontransferable.
B. Closing. The closing of purchases of Shares pursuant to this
Agreement shall occur at the principal offices of Corporation as identified
under Paragraph 7.
C. Payment of Purchase Price. At closing Employee shall deliver to
Corporation the purchase price for the Shares. Employee shall also be
responsible for payment to Corporation all applicable withholding taxes.
Such taxes shall be delivered to Corporation at Closing by the Employee. At
the election of the Employee, Employee may "cash in" shares with Corporation at
the then existing per share Stipulated Value in an amount necessary to pay
applicable withholding taxes arising as a result of the option exercise.
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<PAGE> 3
D. Issuance of Stock Certificate. Corporation shall issue a
certificate for the Shares to Employee. Corporation will not deliver shares of
Common Stock being purchased upon any exercise of this option unless it has
received payment for all applicable withholding taxes or arrangements
satisfactory to Corporation for the payment thereof have been made.
Unless otherwise determined by Corporation, such withholding taxes may be paid
with outstanding shares of Common Stock (including, stock delivered upon
exercise for this option) such stock being valued at the Stipulated Value on
date of exercise. The Employee shall have no rights as a stockholder with
respect to any shares covered by this option until the date of the issuance of
the stock certificate for such shares.
E. Representations and Warranties of Employee. Employee hereby
represents and warrants to Corporation, which warranties and
representations shall be deemed to be made on the date hereof and made again at
the closing of the purchase of shares pursuant to subsection B, above, as
follows:
* Purchase for Investment. Employee is purchasing the shares
hereunder for Employee's own account for investment and not with a view
to, or for resale in connection with, any distribution thereof, and Employee
has such knowledge and experience in financial and business matters that
Employee is capable of evaluating the merits and risks of the investment in the
shares and is able to bear the economic risk of such investment.
F. Status of Shareholder Agreement. Employee acknowledges that
certain shareholders of the Corporation have executed a Shareholder
Agreement which was originally dated January 10, 1990. Employee acknowledges
that any shares which may be issued to him or her pursuant to this 1995
Non-Qualified Stock Option Agreement are not subject to any of the terms,
conditions, rights and restrictions of said January 10, 1990 Shareholder
Agreement or any amendments, revisions or restatements of said Agreement.
G. Legend on Certificates. All certificates representing shares
issued to Employee hereunder shall be endorsed with the following legend:
"The stock represented by this certificate and the disposition thereof
are subject to the terms and conditions set forth in a 1995 Non Qualified Stock
Option Agreement, dated December 27, 1995, a copy of which is on file at the
offices of the issuer in Wisconsin and may be inspected by any person upon
request during normal business hours. No transfer of such securities will be
made on the books of the issuer unless accompanied by evidence of compliance
with the terms of such Agreement."
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<PAGE> 4
Likewise Corporation shall place the above endorsement upon any stock
certificate which it may hereafter issue in the name of any person to whom
shares of Corporation's stock subject to this Agreement are transferred.
H. Per Share Stipulated Value. The per share stipulated value
shall be determined pursuant to Section 6 of the Agreement.
I. Termination. The option shall lapse on the ten (10) year
anniversary of this Agreement.
J. Confidentiality. The conditions of this agreement are of
interest only to the Parties hereto, the Parties agree, as a material
provision of this agreement, not to divulge any of the contents hereof to any
other person or entity, except as required by any Court or governmental agency
with the exception of their accountants, attorneys, bankers and in the case of
Corporation, the Board of Directors (who shall be deemed to be bound by this
provision) , and in the case of Employee, their spouse (who shall be deemed to
be bound by this provision). Should Employee disclose any provisions of this
agreement, at the option of Corporation, all benefits under this agreement,
including those unpaid benefits shall lapse to Corporation and no longer be
available to the Employee.
K. Regulatory Restrictions. All transactions authorized or
envisioned by this agreement, shall be subject to necessary regulatory
approvals under applicable federal or state banking or securities laws,
specifically including, but not limited to, restrictions of the purchase by a
bank holding company of its own capital stock, as set forth in the regulations
of the Federal Reserve Board.
2. General Restriction on Sale or Other Disposition of Shares. Employee
shall not, during his lifetime or upon his death, sell, transfer, give, assign,
pledge or otherwise encumber or divest himself of ownership or control of all or
any part of his Shares of Corporation, or other rights under this agreement,
whether voluntarily or by operation of law (such transactions being hereinafter
referred to individually as a "transfer" or collectively as "transfers"),
except in accordance with the terms of this Agreement.
3. Third Party Transfers.
A. Offer to Sell. No shareholder shall sell, assign, pledge,
encumber, hypothecate or otherwise transfer or dispose of all or any
portion of his or her stock in the Corporation subject to this Agreement except
in accordance with and subject to the terms of this Agreement, or upon the
prior written consent of the Corporation and all of its shareholders. If
Employee wishes to
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<PAGE> 5
transfer any Shares in Corporation subject to this Agreement, he shall
offer in writing to sell such stock to Corporation. Such offer shall
state the number of shares to be transferred. The offering price of
the Shares shall be the Stipulated Value per share as determined under Section
6, below, and the terms of payment shall be as set forth in Section 7, below.
B. Acceptance of Offer by Corporation. Corporation, must accept
by written notice such offer of sale as to all of the Shares being
offered within thirty (30) days after receipt of written notice of said offer.
Corporation may assign all or any portion of its obligation to accept such
offer to any third party or parties.
C. Rights Upon Sale of All Capital Stock of Corporation.
Notwithstanding anything to the contrary in this Section 3, if all of
the Shareholders of Corporation (other than Employee and any other employee of
Corporation who holds shares of Corporation's capital stock subject to an
agreement substantially similar to this Agreement) sell their common stock in
Corporation in a single transaction or series of related transactions to a
person or persons who are not shareholders of Corporation as of the date hereof
and who, as a result of such sale, become holders of more than fifty-one
percent (51%) of the issued and outstanding common stock of Corporation, and
such person or persons desire to purchase Employee's capital stock, such holder
shall give written notice of such sale or disposition to Employee. Such notice
shall identify the proposed transferee, shall summarize the price, terms of
payment, and other material terms of the proposed disposition. Upon the receipt
of such notice Employee shall sell his Shares of the capital stock of
Corporation to such person or persons on the same terms and conditions and
price per share provided to such other shareholders of Corporation.
D. Sale of Substantially All of the Assets of Corporation.
If all of the shareholders of Corporation (other than Employee and any
other employee of Corporation who holds Shares of Corporation's capital stock
subject to an agreement substantially similar to this Agreement) vote to sell
substantially all of the business assets of Corporation in a single transaction
or a series of related transactions to one (1) or more third party legal
entities, then Employee agrees to abide by such decision and expressly agrees
that he shall be compensated for his Shares upon an orderly dissolution of
Corporation as determined by the majority vote of the shareholders following
such transaction.
4. Mandatory Redemption Upon Termination of Employment.
A. Termination of Employment. Upon the termination of the
employment of Employee with Corporation and with Corporation's Banks
(regardless of the reason for such termination), Corporation shall purchase
from Employee or the personal representative of his
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<PAGE> 6
Estate, as the case may be, and each person who has directly or
indirectly received Shares in Corporation subject to this Agreement from
Employee and Employee, such personal representative and all such persons shall
sell to Corporation, all (but not less than all) such Shares owned by them at a
purchase price equal to the Stipulated Value of each such Share as determined
under Section 6, below, as of the date of such termination of employment,
which purchase price shall be payable pursuant to the applicable payment terms
set forth in Section 7, below.
B. Death. Upon the death of Employee, the estate of such deceased
Employee shall sell and Corporation shall purchase all of the Shares of
Corporation owned by such Shareholder at the time of death at the Stipulated
Value per share as provided in Section 6 of this Agreement and upon the terms
and conditions provided in Section 7 of this Agreement.
C. Total Disability of Employee. After the Continuous Total
Permanent Disability of an Employee ("Continuous Total Permanent
Disability" shall have the same meaning as set forth in any then valid contract
of such employment between Employee and Corporation. If Corporation maintains
no such contract at the time of the alleged disability, "Continuous Total
Permanent Disability" should have the meaning of such term or similar term as
defined in the most recently obtained disability insurance policy, if any,
maintained by Corporation that covers Employee at the time of the alleged
disability, provided, however, in the absence of such definition, "Continuous
Total Permanent Disability" shall mean a mental or physical impairment or
illness, which, in the judgment of the Board of Directors of Corporation,
totally and presumably permanently prevents Employee from fully completing
Employee's normal job responsibilities for Corporation) Corporation shall
purchase and the Employee shall sell all of the Shares of Corporation owned by
the disabled Employee at the Stipulated Value as provided in Section 6 of this
Agreement and upon the terms and conditions provided in Section 7 of this
Agreement.
5. Marital Property.
A. Classification of Shares After Death of a Spouse. After the
death of the spouse ("Deceased Spouse") of Employee, either Corporation or
Employee (Employee as the case may be, hereinafter referred to as the "Surviving
Spouse") may request that the personal representative of the Estate of the
Deceased Spouse petition the Court having jurisdiction over the Estate of the
Deceased Spouse for an order under the Wisconsin Statutes determining the
classification of the Shares of Corporation titled in either the surviving
spouse or deceased spouse for purposes of the Wisconsin Marital Property Law.
Upon receipt of the Court's order, such personal representative shall provide
Corporation and the Surviving Spouse with a true and accurate copy thereof, Such
request shall be made by written notice and the personal
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<PAGE> 7
representative of the Estate of the Deceased Spouse shall take the
actions requested promptly upon receipt of such notice.
B. Right to Purchase Shares upon Death of a Spouse or Dissolution
of Marriage. If the spouse of Employee dies or the marriage of
Employee is dissolved and, as a result of such death or dissolution, title to
or ownership of any interest in any of Employee's Shares in Corporation is
transferred to or confirmed in any person other than Employee, then Employee
shall have the right and option to purchase from the owner or owners thereof
any or all of such Shares transferred to or confirmed in such other persons
(the "Marital Shares"), and, if Employee exercises such option as hereinafter
provided, such owner or owners shall sell their Marital Shares to Employee at
the Stipulated Value per share as determined pursuant to Section 6, below, and
upon the terms set forth in Section 7, below. Such option shall be
exercisable by written notice from Employee to Corporation and the ex-spouse or
the personal representative of the Estate of the ex-spouse at any time within
an Option Exercise Period of (a) eighteen (18) months after the date of the
spouse's death, or (b) in the event of dissolution of the marriage of Employee,
sixty (60) days after the date of entry of any final order, judgment or decree
determining the rights, if any, of the spouse in the Marital Shares (the
"Dissolution Order"). Notwithstanding the foregoing if, as a result of the
death of the Deceased Spouse, a petition for determination of the
classification of Shares of the Surviving Spouse is filed in a court of
competent jurisdiction before expiration of said eighteen (18) month period
after the death of the spouse, then the Option Exercise Period in the event of
such death shall be extended until six (6) months after a final determination
of such classification. For purposes hereof, a determination of the
classification of the Shares of a Surviving Spouse or a Dissolution Order shall
be considered "final" when made by a court of competent jurisdiction, the time
for appeal of the court's decision has elapsed and no appeal has been taken.
C. Corporation's Right to Purchase Shares. If there are
remaining Marital Shares which are not purchased pursuant to subsection
5.B., above, Corporation shall have the right and option, exercisable by
written notice to the ex-spouse or the personal representative of the Estate of
the Deceased Spouse at any time within thirty (30) days after the expiration of
the period for the exercise by Employee of his option under subsection 5.B.,
above, to purchase any or all of such unaccepted remaining Marital Shares at
the Stipulated Value per share thereof as determined pursuant to Section 6,
below, and upon the terms set forth in Section 7, below, and if Corporation
exercises such option, the owner or owners of such remaining Marital Shares
shall sell such remaining Marital Shares which Corporation has elected to
purchase to Corporation at the price and upon the terms set forth above.
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<PAGE> 8
D. Unaccepted Shares. If there continue to be remaining Marital
Shares which are not purchased pursuant to subsections 5.B. or 5.C.,
above, then the transferee or transferees thereof may continue to hold the
shares, subject always to the remaining terms and conditions of this Agreement.
E. Subsequent Events. Employee agrees that if he or she plans
to remarry after the death of his or her spouse or dissolution from his
or her marriage, his or her prospective spouse must sign a counterpart to this
Agreement or, effective upon his or her marriage or remarriage, Corporation
will have a continuing option to buy all the stock owned by him or her
immediately prior to the marriage or remarriage at the price and on the terms
specified in Sections 6 and 7 of this Agreement. Corporation's option
under this section shall continue until exercised or until the execution by the
Employee's spouse of a Counterpart to this Agreement, such new spouse shall be
a "spouse" within the meaning of this Agreement and shall be bound by it as
though an original party.
6. Determination of Per Share Value.
A. Stipulated Value. The "Stipulated Value" per share shall be
calculated annually. The stipulated value shall be the value per share
as fixed by the shareholders at the preceding annual meeting of the Corporation
(the "stock valuation date").
7. Closing and Payment of Redemption or Purchase Price.
A. Time and Place of Closing. The closing of any sale or
redemption pursuant to this Agreement shall occur at the principal
office of Corporation in Wisconsin on such day as Corporation shall select, but
not less than thirty (30) days nor more than ninety (90) days after the
exercise of an option or the occurrence of an event which requires the
redemption, sale or transfer of any of the Shares of Corporation pursuant to
this Agreement. Corporation shall notify Employee or the personal
representative of his Estate (notice to such persons being sufficient notice to
all persons who are required to sell their Shares in Corporation regardless of
whether they have actual or constructive notice or knowledge thereof) in
writing of the exact date and time of closing at least ten (10) days prior to
the date of closing.
B. Transfer of Shares and Payment of Purchase or Redemption Price.
At the closing, the sellers shall deliver to Corporation certificates
evidencing ownership of the Shares subject to the sale or redemption properly
endorsed or with properly executed stock powers and such other instruments or
documents as shall be required by the purchaser in connection with the transfer
of said shares. Effective as of the date of closing, all Shares subject to the
sale or redemption shall be deemed sold or redeemed,
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<PAGE> 9
the seller's certificates relating to the Shares shall be deemed
canceled, the rights of the sellers as shareholders of Corporation shall be
deemed terminated and the Secretary of Corporation shall make appropriate
notification of such facts in the stock transfer records of Corporation
regardless of whether such sellers attend or participate in the closing or
whether such certificates are then delivered as aforesaid. The purchase or
redemption price shall be payable over three (3) equal annual installments of
principal and interest. The first payment due at the closing of the transfer of
the shares provided that any outstanding obligation of the Employee pursuant to
this agreement shall be offset against the balance due the sellers at the time
of closing. Interest shall accrue on the unpaid declining balance of principal
at a rate equal to the minimum rate of interest required to be charged to avoid
imputation of unstated interest under Subsection 483 of the Internal Revenue
Code, as amended, and any successor provision thereto as of the date of
closing. The bank shall have the right to prepay the obligations owing in
whole or in part at any time or times prior to maturity without penalty.
8. Notice. Any notice, offer, acceptance or demand required
or permitted to be given under this Agreement shall be sufficient
if made in writing and sent by registered or certified mail to the
address of Employee or any direct or indirect transferees of Shares
from Employee as the same shall appear on the stock transfer book
of Corporation, or the legal residence or place of business of the
personal representative of any employee or, if in the case of
Corporation, the principal office of Corporation.
9. Action of Shareholders, Directors and Officers. In the
event that Corporation shall be required to or shall have the right
to redeem its Shares under this Agreement, Employee or any
shareholder whose Shares are subject to redemption, or the personal
representative of his Estate, shall take any action necessary to
comply with this agreement.
10. Specific Performance. The parties hereto hereby declare that it is
impossible to measure in money the damages which will accrue to
Corporation, any shareholder, Employee or the personal representative of the
Estate of Employee by reason of any failure to perform any of the obligations
under this Agreement. Therefore, if any party hereto (or the heirs, successors
or assigns thereof) shall institute any action or proceeding to enforce the
provisions hereof, any person (including Corporation) against whom such action
or proceeding is brought hereby waives the claims or defense therein that such
party has or may have an adequate remedy at law, and such persons shall not
urge in any such action or proceeding the claim or defense that such remedy at
law exists.
11. Termination of Agreement. This Agreement shall terminate
upon any of the following events:
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<PAGE> 10
A. Liquidation or dissolution of Corporation.
B. The mutual written consent to its termination by Corporation and
Employee or by Corporation and all parties owning stock from time to time
subject to this Agreement.
12. Insurance. Corporation is hereby granted the right and authority if
it so desires to purchase a policy or policies of insurance on the
life of Employee in such amount or amounts as the Board of Directors of
Corporation in its sole discretion deems appropriate. In the event that
Corporation chooses to exercise its power, Employee agrees to render all
assistance and cooperation as may be necessary to apply for and acquire such
policies of insurance. All such insurance policies shall be listed on a
schedule to be attached hereto and shall be subject to the terms of this
Agreement.
13. Miscellaneous.
A. Additional Shares of Stock. The provisions of this Agreement
shall apply with respect to any additional shares of stock of
Corporation which Employee shall hereafter or heretofore acquire whether by
purchase, gift, stock dividend, stock split, recapitalization, reorganization
or otherwise.
B. Personal Representatives. For purposes of this Agreement, the
personal representative of the Estate of Employee or a transferee of
Employee shall be that person or persons and/or corporation or corporations
duly appointed by the court exercising jurisdiction over the administration of
such Employee's or transferee's Estate in the state in which he is domiciled at
the time of his death. Any right, duty or obligation which devolves upon or
incurs to the benefit of a personal representative or by the special
administrator of the Estate of the deceased or by a Trustee or other
distributee in possession of stock of Corporation which is includable in said
Estate.
C. Use of Words. The use of words of the masculine gender is
intended to include, wherever appropriate, the feminine or neuter
gender and vice versa. The use of words of the singular is intended to
include, wherever appropriate, the plural and vice versa.
D. Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
successors and assigns.
E. No Right to Employment. Nothing in this Agreement shall confer
upon Employee any right to continue in the employ of Corporation or any
subsidiary thereof, or to abridge in any way the right of Corporation to
terminate the employment of Employee at any time.
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<PAGE> 11
F. Governing Law. This Agreement and all questions arising in
connection herewith shall be governed by the internal laws of Wisconsin.
G. Compliance With Law. Notwithstanding anything to the contrary
herein contained, no transfer whatsoever may be made except if made in
compliance with all applicable laws, including but not limited to, state and
federal securities laws. Corporation's obligation to transfer shares under this
Agreement shall be subject to its receipt, upon Corporation's request and at
its expense, of an unqualified opinion of its counsel as to compliance with
securities and other applicable laws.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement at Monlello, Wisconsin, on the day, month and year first above
written.
COMPANY:
Attest: COUNTRY BANK SHARES CORPORATION
/s/ Thomas D. Heuerman, Secretary By: /s/ Neal H. Brunner, President
- --------------------------------- ---------------------------
THOMAS D. HEUERMAN, SECRETARY NEAL H. BRUNNER
(SEAL) Employee:
/s/ Wayne W. Pivotto
----------------------------
WAYNE W. PIVOTTO
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<PAGE> 12
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Agreement and that I
understand its contents. I am aware that by its provisions my spouse agrees to
sell all shares of stock of COUNTRY BANK SHARES CORPORATION held by my spouse
on this date, or hereafter acquired, upon the occurrence of certain events. I
am further aware that included in such sale shall be any interest I have in
any such shares (including without limitation any right or interest by
operation of the Wisconsin Marital Property Laws or by operation of any other
law) and such interest of any of my heirs, legatees or other transferees. I
hereby consent to such sale, approve the provisions of the Agreement, agree to
sell any interest I may have in such shares as required by the Agreement and
agree that those shares and my interest in them are subject to the provisions
of the Agreement. I further covenant and agree that I will take no action at
any time to hinder the operation of the Agreement as to those shares or any
interest which I or my transferees have in them.
Date: 12-27 , 1995. SPOUSE:
-------- /s/ Janice G. Pivotto
--------------------------
<PAGE> 1
4.7
COUNTRY BANK SHARES CORPORATION
1995 NONQUALIFIED STOCK OPTION AGREEMENT
<PAGE> 2
COUNTRY BANK SHARES CORPORATION
1995 NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into this 27th day of
December, 1995, (date of grant) by and between Country Bank Shares
Corporation, a Wisconsin corporation ("Corporation") and, Leon J.
Holschbach ("Employee").
W I T N E S S E T H :
WHEREAS, Employee has heretofore been employed by Corporation
or by one of Corporation's Banks; and
WHEREAS, Employee and Corporation wish to set forth in this
Agreement the terms and conditions under which Employee will have
an opportunity to purchase capital stock of Corporation under the
Non-Qualified Stock Option Agreement;
NOW, THEREFORE, the parties hereto do mutually agree as
follows:
1. Purchase of Shares.
A. Purchase. On the date first written above, employee is granted
an option to purchase 1,500 shares of Country Bank Shares Corporation
voting common stock with no par value, upon the terms identified herein.
Employee shall on the date of grant of the nonqualified stock option, be
eligible to purchase twenty percent (20%) of the shares granted under the
nonqualified stock option, at an option price of $41.12, per share. On each
subsequent anniversary of the date of the grant of this option, the employee
shall be permitted to exercise an additional twenty percent (20%) of the
granted shares at an option price of $41.12, per share. Upon the ten (10)
year anniversary of the grant of these options, any shares remaining
unexercised will lapse. The options under this Agreement are nontransferable.
B. Closing. The closing of purchases of Shares pursuant to this
Agreement shall occur at the principal offices of Corporation as identified
under Paragraph 7.
C. Payment of Purchase Price. At closing Employee shall deliver to
Corporation the purchase price for the Shares. Employee shall also be
responsible for payment to Corporation all applicable withholding taxes.
Such taxes shall be delivered to Corporation at Closing by the Employee. At
the election of the Employee, Employee may "cash in" shares with Corporation at
the then existing per share Stipulated Value in an amount necessary to pay
applicable withholding taxes arising as a result of the option exercise.
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<PAGE> 3
D. Issuance of Stock Certificate. Corporation shall issue a
certificate for the Shares to Employee. Corporation will not deliver shares of
Common Stock being purchased upon any exercise of this option unless it has
received payment for all applicable withholding taxes or arrangements
satisfactory to Corporation for the payment thereof have been made.
Unless otherwise determined by Corporation, such withholding taxes may be paid
with outstanding shares of Common Stock (including, stock delivered upon
exercise for this option) such stock being valued at the Stipulated Value on
date of exercise. The Employee shall have no rights as a stockholder with
respect to any shares covered by this option until the date of the issuance of
the stock certificate for such shares.
E. Representations and Warranties of Employee. Employee hereby
represents and warrants to Corporation, which warranties and
representations shall be deemed to be made on the date hereof and made again at
the closing of the purchase of shares pursuant to subsection B, above, as
follows:
* Purchase for Investment. Employee is purchasing the shares
hereunder for Employee's own account for investment and not with a view
to, or for resale in connection with, any distribution thereof, and Employee
has such knowledge and experience in financial and business matters that
Employee is capable of evaluating the merits and risks of the investment in the
shares and is able to bear the economic risk of such investment.
F. Status of Shareholder Agreement. Employee acknowledges that
certain shareholders of the Corporation have executed a Shareholder
Agreement which was originally dated January 10, 1990. Employee acknowledges
that any shares which may be issued to him or her pursuant to this 1995
Non-Qualified Stock Option Agreement are not subject to any of the terms,
conditions, rights and restrictions of said January 10, 1990 Shareholder
Agreement or any amendments, revisions or restatements of said Agreement.
G. Legend on Certificates. All certificates representing shares
issued to Employee hereunder shall be endorsed with the following legend:
"The stock represented by this certificate and the disposition thereof
are subject to the terms and conditions set forth in a 1995 Non Qualified Stock
Option Agreement, dated December 27, 1995, a copy of which is on file at the
offices of the issuer in Wisconsin and may be inspected by any person upon
request during normal business hours. No transfer of such securities will be
made on the books of the issuer unless accompanied by evidence of compliance
with the terms of such Agreement."
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<PAGE> 4
Likewise Corporation shall place the above endorsement upon any stock
certificate which it may hereafter issue in the name of any person to whom
shares of Corporation's stock subject to this Agreement are transferred.
H. Per Share Stipulated Value. The per share stipulated value
shall be determined pursuant to Section 6 of the Agreement.
I. Termination. The option shall lapse on the ten (10) year
anniversary of this Agreement.
J. Confidentiality. The conditions of this agreement are of
interest only to the Parties hereto, the Parties agree, as a material
provision of this agreement, not to divulge any of the contents hereof to any
other person or entity, except as required by any Court or governmental agency
with the exception of their accountants, attorneys, bankers and in the case of
Corporation, the Board of Directors (who shall be deemed to be bound by this
provision) , and in the case of Employee, their spouse (who shall be deemed to
be bound by this provision). Should Employee disclose any provisions of this
agreement, at the option of Corporation, all benefits under this agreement,
including those unpaid benefits shall lapse to Corporation and no longer be
available to the Employee.
K. Regulatory Restrictions. All transactions authorized or
envisioned by this agreement, shall be subject to necessary regulatory
approvals under applicable federal or state banking or securities laws,
specifically including, but not limited to, restrictions of the purchase by a
bank holding company of its own capital stock, as set forth in the regulations
of the Federal Reserve Board.
2. General Restriction on Sale or Other Disposition of Shares. Employee
shall not, during his lifetime or upon his death, sell, transfer, give, assign,
pledge or otherwise encumber or divest himself of ownership or control of all or
any part of his Shares of Corporation, or other rights under this agreement,
whether voluntarily or by operation of law (such transactions being hereinafter
referred to individually as a "transfer" or collectively as "transfers"),
except in accordance with the terms of this Agreement.
3. Third Party Transfers.
A. Offer to Sell. No shareholder shall sell, assign, pledge,
encumber, hypothecate or otherwise transfer or dispose of all or any
portion of his or her stock in the Corporation subject to this Agreement except
in accordance with and subject to the terms of this Agreement, or upon the
prior written consent of the Corporation and all of its shareholders. If
Employee wishes to
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<PAGE> 5
transfer any Shares in Corporation subject to this Agreement, he shall
offer in writing to sell such stock to Corporation. Such offer shall
state the number of shares to be transferred. The offering price of
the Shares shall be the Stipulated Value per share as determined under Section
6, below, and the terms of payment shall be as set forth in Section 7, below.
B. Acceptance of Offer by Corporation. Corporation, must accept
by written notice such offer of sale as to all of the Shares being
offered within thirty (30) days after receipt of written notice of said offer.
Corporation may assign all or any portion of its obligation to accept such
offer to any third party or parties.
C. Rights Upon Sale of All Capital Stock of Corporation.
Notwithstanding anything to the contrary in this Section 3, if all of
the Shareholders of Corporation (other than Employee and any other employee of
Corporation who holds shares of Corporation's capital stock subject to an
agreement substantially similar to this Agreement) sell their common stock in
Corporation in a single transaction or series of related transactions to a
person or persons who are not shareholders of Corporation as of the date hereof
and who, as a result of such sale, become holders of more than fifty-one
percent (51%) of the issued and outstanding common stock of Corporation, and
such person or persons desire to purchase Employee's capital stock, such holder
shall give written notice of such sale or disposition to Employee. Such notice
shall identify the proposed transferee, shall summarize the price, terms of
payment, and other material terms of the proposed disposition. Upon the receipt
of such notice Employee shall sell his Shares of the capital stock of
Corporation to such person or persons on the same terms and conditions and
price per share provided to such other shareholders of Corporation.
D. Sale of Substantially All of the Assets of Corporation.
If all of the shareholders of Corporation (other than Employee and any
other employee of Corporation who holds Shares of Corporation's capital stock
subject to an agreement substantially similar to this Agreement) vote to sell
substantially all of the business assets of Corporation in a single transaction
or a series of related transactions to one (1) or more third party legal
entities, then Employee agrees to abide by such decision and expressly agrees
that he shall be compensated for his Shares upon an orderly dissolution of
Corporation as determined by the majority vote of the shareholders following
such transaction.
4. Mandatory Redemption Upon Termination of Employment.
A. Termination of Employment. Upon the termination of the
employment of Employee with Corporation and with Corporation's Banks
(regardless of the reason for such termination), Corporation shall purchase
from Employee or the personal representative of his
-5-
<PAGE> 6
Estate, as the case may be, and each person who has directly or
indirectly received Shares in Corporation subject to this Agreement from
Employee and Employee, such personal representative and all such persons shall
sell to Corporation, all (but not less than all) such Shares owned by them at a
purchase price equal to the Stipulated Value of each such Share as determined
under Section 6, below, as of the date of such termination of employment,
which purchase price shall be payable pursuant to the applicable payment terms
set forth in Section 7, below.
B. Death. Upon the death of Employee, the estate of such deceased
Employee shall sell and Corporation shall purchase all of the Shares of
Corporation owned by such Shareholder at the time of death at the Stipulated
Value per share as provided in Section 6 of this Agreement and upon the terms
and conditions provided in Section 7 of this Agreement.
C. Total Disability of Employee. After the Continuous Total
Permanent Disability of an Employee ("Continuous Total Permanent
Disability" shall have the same meaning as set forth in any then valid contract
of such employment between Employee and Corporation. If Corporation maintains
no such contract at the time of the alleged disability, "Continuous Total
Permanent Disability" should have the meaning of such term or similar term as
defined in the most recently obtained disability insurance policy, if any,
maintained by Corporation that covers Employee at the time of the alleged
disability, provided, however, in the absence of such definition, "Continuous
Total Permanent Disability" shall mean a mental or physical impairment or
illness, which, in the judgment of the Board of Directors of Corporation,
totally and presumably permanently prevents Employee from fully completing
Employee's normal job responsibilities for Corporation) Corporation shall
purchase and the Employee shall sell all of the Shares of Corporation owned by
the disabled Employee at the Stipulated Value as provided in Section 6 of this
Agreement and upon the terms and conditions provided in Section 7 of this
Agreement.
5. Marital Property.
A. Classification of Shares After Death of a Spouse. After the
death of the spouse ("Deceased Spouse") of Employee, either Corporation or
Employee (Employee as the case may be, hereinafter referred to as the "Surviving
Spouse") may request that the personal representative of the Estate of the
Deceased Spouse petition the Court having jurisdiction over the Estate of the
Deceased Spouse for an order under the Wisconsin Statutes determining the
classification of the Shares of Corporation titled in either the surviving
spouse or deceased spouse for purposes of the Wisconsin Marital Property Law.
Upon receipt of the Court's order, such personal representative shall provide
Corporation and the Surviving Spouse with a true and accurate copy thereof, Such
request shall be made by written notice and the personal
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<PAGE> 7
representative of the Estate of the Deceased Spouse shall take the
actions requested promptly upon receipt of such notice.
B. Right to Purchase Shares upon Death of a Spouse or Dissolution
of Marriage. If the spouse of Employee dies or the marriage of
Employee is dissolved and, as a result of such death or dissolution, title to
or ownership of any interest in any of Employee's Shares in Corporation is
transferred to or confirmed in any person other than Employee, then Employee
shall have the right and option to purchase from the owner or owners thereof
any or all of such Shares transferred to or confirmed in such other persons
(the "Marital Shares"), and, if Employee exercises such option as hereinafter
provided, such owner or owners shall sell their Marital Shares to Employee at
the Stipulated Value per share as determined pursuant to Section 6, below, and
upon the terms set forth in Section 7, below. Such option shall be
exercisable by written notice from Employee to Corporation and the ex-spouse or
the personal representative of the Estate of the ex-spouse at any time within
an Option Exercise Period of (a) eighteen (18) months after the date of the
spouse's death, or (b) in the event of dissolution of the marriage of Employee,
sixty (60) days after the date of entry of any final order, judgment or decree
determining the rights, if any, of the spouse in the Marital Shares (the
"Dissolution Order"). Notwithstanding the foregoing if, as a result of the
death of the Deceased Spouse, a petition for determination of the
classification of Shares of the Surviving Spouse is filed in a court of
competent jurisdiction before expiration of said eighteen (18) month period
after the death of the spouse, then the Option Exercise Period in the event of
such death shall be extended until six (6) months after a final determination
of such classification. For purposes hereof, a determination of the
classification of the Shares of a Surviving Spouse or a Dissolution Order shall
be considered "final" when made by a court of competent jurisdiction, the time
for appeal of the court's decision has elapsed and no appeal has been taken.
C. Corporation's Right to Purchase Shares. If there are
remaining Marital Shares which are not purchased pursuant to subsection
5.B., above, Corporation shall have the right and option, exercisable by
written notice to the ex-spouse or the personal representative of the Estate of
the Deceased Spouse at any time within thirty (30) days after the expiration of
the period for the exercise by Employee of his option under subsection 5.B.,
above, to purchase any or all of such unaccepted remaining Marital Shares at
the Stipulated Value per share thereof as determined pursuant to Section 6,
below, and upon the terms set forth in Section 7, below, and if Corporation
exercises such option, the owner or owners of such remaining Marital Shares
shall sell such remaining Marital Shares which Corporation has elected to
purchase to Corporation at the price and upon the terms set forth above.
-7-
<PAGE> 8
D. Unaccepted Shares. If there continue to be remaining Marital
Shares which are not purchased pursuant to subsections 5.B. or 5.C.,
above, then the transferee or transferees thereof may continue to hold the
shares, subject always to the remaining terms and conditions of this Agreement.
E. Subsequent Events. Employee agrees that if he or she plans
to remarry after the death of his or her spouse or dissolution from his
or her marriage, his or her prospective spouse must sign a counterpart to this
Agreement or, effective upon his or her marriage or remarriage, Corporation
will have a continuing option to buy all the stock owned by him or her
immediately prior to the marriage or remarriage at the price and on the terms
specified in Sections 6 and 7 of this Agreement. Corporation's option
under this section shall continue until exercised or until the execution by the
Employee's spouse of a Counterpart to this Agreement, such new spouse shall be
a "spouse" within the meaning of this Agreement and shall be bound by it as
though an original party.
6. Determination of Per Share Value.
A. Stipulated Value. The "Stipulated Value" per share shall be
calculated annually. The stipulated value shall be the value per share
as fixed by the shareholders at the preceding annual meeting of the Corporation
(the "stock valuation date").
7. Closing and Payment of Redemption or Purchase Price.
A. Time and Place of Closing. The closing of any sale or
redemption pursuant to this Agreement shall occur at the principal
office of Corporation in Wisconsin on such day as Corporation shall select, but
not less than thirty (30) days nor more than ninety (90) days after the
exercise of an option or the occurrence of an event which requires the
redemption, sale or transfer of any of the Shares of Corporation pursuant to
this Agreement. Corporation shall notify Employee or the personal
representative of his Estate (notice to such persons being sufficient notice to
all persons who are required to sell their Shares in Corporation regardless of
whether they have actual or constructive notice or knowledge thereof) in
writing of the exact date and time of closing at least ten (10) days prior to
the date of closing.
B. Transfer of Shares and Payment of Purchase or Redemption Price.
At the closing, the sellers shall deliver to Corporation certificates
evidencing ownership of the Shares subject to the sale or redemption properly
endorsed or with properly executed stock powers and such other instruments or
documents as shall be required by the purchaser in connection with the transfer
of said shares. Effective as of the date of closing, all Shares subject to the
sale or redemption shall be deemed sold or redeemed,
-8-
<PAGE> 9
the seller's certificates relating to the Shares shall be deemed
canceled, the rights of the sellers as shareholders of Corporation shall be
deemed terminated and the Secretary of Corporation shall make appropriate
notification of such facts in the stock transfer records of Corporation
regardless of whether such sellers attend or participate in the closing or
whether such certificates are then delivered as aforesaid. The purchase or
redemption price shall be payable over three (3) equal annual installments of
principal and interest. The first payment due at the closing of the transfer of
the shares provided that any outstanding obligation of the Employee pursuant to
this agreement shall be offset against the balance due the sellers at the time
of closing. Interest shall accrue on the unpaid declining balance of principal
at a rate equal to the minimum rate of interest required to be charged to avoid
imputation of unstated interest under Subsection 483 of the Internal Revenue
Code, as amended, and any successor provision thereto as of the date of
closing. The bank shall have the right to prepay the obligations owing in
whole or in part at any time or times prior to maturity without penalty.
8. Notice. Any notice, offer, acceptance or demand required
or permitted to be given under this Agreement shall be sufficient
if made in writing and sent by registered or certified mail to the
address of Employee or any direct or indirect transferees of Shares
from Employee as the same shall appear on the stock transfer book
of Corporation, or the legal residence or place of business of the
personal representative of any employee or, if in the case of
Corporation, the principal office of Corporation.
9. Action of Shareholders, Directors and Officers. In the
event that Corporation shall be required to or shall have the right
to redeem its Shares under this Agreement, Employee or any
shareholder whose Shares are subject to redemption, or the personal
representative of his Estate, shall take any action necessary to
comply with this agreement.
10. Specific Performance. The parties hereto hereby declare that it is
impossible to measure in money the damages which will accrue to
Corporation, any shareholder, Employee or the personal representative of the
Estate of Employee by reason of any failure to perform any of the obligations
under this Agreement. Therefore, if any party hereto (or the heirs, successors
or assigns thereof) shall institute any action or proceeding to enforce the
provisions hereof, any person (including Corporation) against whom such action
or proceeding is brought hereby waives the claims or defense therein that such
party has or may have an adequate remedy at law, and such persons shall not
urge in any such action or proceeding the claim or defense that such remedy at
law exists.
11. Termination of Agreement. This Agreement shall terminate
upon any of the following events:
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<PAGE> 10
A. Liquidation or dissolution of Corporation.
B. The mutual written consent to its termination by Corporation and
Employee or by Corporation and all parties owning stock from time to time
subject to this Agreement.
12. Insurance. Corporation is hereby granted the right and authority if
it so desires to purchase a policy or policies of insurance on the
life of Employee in such amount or amounts as the Board of Directors of
Corporation in its sole discretion deems appropriate. In the event that
Corporation chooses to exercise its power, Employee agrees to render all
assistance and cooperation as may be necessary to apply for and acquire such
policies of insurance. All such insurance policies shall be listed on a
schedule to be attached hereto and shall be subject to the terms of this
Agreement.
13. Miscellaneous.
A. Additional Shares of Stock. The provisions of this Agreement
shall apply with respect to any additional shares of stock of
Corporation which Employee shall hereafter or heretofore acquire whether by
purchase, gift, stock dividend, stock split, recapitalization, reorganization
or otherwise.
B. Personal Representatives. For purposes of this Agreement, the
personal representative of the Estate of Employee or a transferee of
Employee shall be that person or persons and/or corporation or corporations
duly appointed by the court exercising jurisdiction over the administration of
such Employee's or transferee's Estate in the state in which he is domiciled at
the time of his death. Any right, duty or obligation which devolves upon or
incurs to the benefit of a personal representative or by the special
administrator of the Estate of the deceased or by a Trustee or other
distributee in possession of stock of Corporation which is includable in said
Estate.
C. Use of Words. The use of words of the masculine gender is
intended to include, wherever appropriate, the feminine or neuter
gender and vice versa. The use of words of the singular is intended to
include, wherever appropriate, the plural and vice versa.
D. Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
successors and assigns.
E. No Right to Employment. Nothing in this Agreement shall confer
upon Employee any right to continue in the employ of Corporation or any
subsidiary thereof, or to abridge in any way the right of Corporation to
terminate the employment of Employee at any time.
-10-
<PAGE> 11
F. Governing Law. This Agreement and all questions arising in
connection herewith shall be governed by the internal laws of Wisconsin.
G. Compliance With Law. Notwithstanding anything to the contrary
herein contained, no transfer whatsoever may be made except if made in
compliance with all applicable laws, including but not limited to, state and
federal securities laws. Corporation's obligation to transfer shares under this
Agreement shall be subject to its receipt, upon Corporation's request and at
its expense, of an unqualified opinion of its counsel as to compliance with
securities and other applicable laws.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement at Clinton, Wisconsin, on the day, month and year first above
written.
COMPANY:
Attest: COUNTRY BANK SHARES CORPORATION
/s/ Thomas D. Heuerman, Secretary By: /s/ Neal H. Brunner, President
- --------------------------------- ------------------------------
THOMAS D. HEUERMAN, SECRETARY NEAL H. BRUNNER
(SEAL) Employee:
/s/ Leon J. Holschbach
----------------------------
LEON J. HOLSCHBACH
-11-
<PAGE> 12
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Agreement and that I
understand its contents. I am aware that by its provisions my spouse agrees to
sell all shares of stock of COUNTRY BANK SHARES CORPORATION held by my spouse
on this date, or hereafter acquired, upon the occurrence of certain events. I
am further aware that included in such sale shall be any interest I have in
any such shares (including without limitation any right or interest by
operation of the Wisconsin Marital Property Laws or by operation of any other
law) and such interest of any of my heirs, legatees or other transferees. I
hereby consent to such sale, approve the provisions of the Agreement, agree to
sell any interest I may have in such shares as required by the Agreement and
agree that those shares and my interest in them are subject to the provisions
of the Agreement. I further covenant and agree that I will take no action at
any time to hinder the operation of the Agreement as to those shares or any
interest which I or my transferees have in them.
Date: 12-27 , 1995. SPOUSE:
-------- /s/ Debra M. Holschbach
--------------------------
<PAGE> 1
[MARSHALL HILL CASSAS and de LIPKAU]
Exhibit 5.1
August 15, 1997
AMCORE Financial, Inc.
501 Seventh Street
Rockford, Illinois 61104
Re: AMCORE Financial, Inc.
Registration Statement on Form S-8
----------------------------------
Gentlemen:
We are acting as special counsel to AMCORE Financial, Inc., a
Nevada corporation (the "Registrant"), in connection with the preparation of
the above-referenced Registration Statement on Form S-8 (the "Registration
Statement"), to be filed by the Registrant with the Securities and Exchange
Commission (the "Commission") on August 15, 1997. The Registration Statement
relates to the registration under the Securities Act of 1933, as amended (the
"Act"), of up to 22,775 shares (the "Shares") of Common Stock, par value $.33
per share, which may be issued from time to time pursuant to the Country Bank
Shares Corporation 1995 Non-Qualified Stock Option Agreements (the "Option
Agreements").
This opinion is delivered in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of
(i) the Amended and Restated Articles of
Incorporation of the Registrant, as amended May 1, 1990,
(ii) the By-laws of the Registrant as presently in
effect,
(iii) certain resolutions of the Board of Directors
of the Registrant relating to the adoption of the Option Agreements and the
issuance of the Shares,
<PAGE> 2
AMCORE Financial, Inc.
August 15, 1997
Page 2
(iv) The Option Agreements,
(v) the Amended and Restated Agreement and Plan of
Merger between AMCORE Financial, Inc. and Country Bank Shares Corporation
providing for the assumption of the Option Agreements,
(v) the Registration Statement, and
(vi) such other documents as we have deemed necessary
or appropriate as the basis for the opinions set forth below.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to any facts material to this opinion
which we did not independently establish or verify, we have relied upon the
Registration Statement and statements and representations of officers and other
representatives of the Registrant and others.
Members of our firm are admitted to the practice of law in the
State of Nevada, and we express no opinion as to the laws of any other
jurisdiction.
Based upon and subject to the foregoing, we are of the opinion
that, under Nevada law, when (i) the Registration Statement becomes effective,
(ii) the Shares are issued pursuant to the terms of the 1995 Option Agreements
and (iii) certificates representing the Shares are duly executed,
countersigned, registered and delivered, the Shares will be duly authorized,
validly issued, fully paid and non-assessable.
This opinion is limited to matters governed by the laws of the
State of Nevada, excluding any Nevada State "blue sky" laws. We hereby
consent to the filing of this opinion with the Commission as Exhibit 5.1 to
the Registration Statement. We also consent to the reference to our firm under
the caption "Interests of Named Experts and Counsel" in the Registration
Statement. In giving this consent, we do not thereby admit that we are
included in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission. This opinion is
expressed as of the date hereof unless otherwise expressly stated and we
disclaim any undertaking to advise you of the facts stated or assumed herein or
any subsequent changes in applicable law.
Very truly yours,
MARSHALL HILL CASSAS & DE LIPKAU
By /s/ John P. Fowler
-----------------------
John P. Fowler
<PAGE> 1
EXHIBIT 23.2
Consent of McGladrey & Pullen, LLP Independent Auditors
We consent to the incorporation by reference in this Registration Statement on
Form S-8, pertaining to the Country Bank Shares Corporation 1995 Non-Qualified
Stock Option Agreements, of our report, dated as of January 20, 1997, with
respect to the consolidated financial statements and schedules of AMCORE
Financial, Inc. included in its Annual Report on Form 10-K for the year ended
December 31, 1996 filed with the Securities and Exchange Commission.
McGLADREY & PULLEN, LLP
Rockford, Illinois
August 15, 1997
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of AMCORE Financial, Inc., a Nevada corporation, which is about to
file Registration Statement on Form S-8 with the Securities and Exchange
Commission, Washington, D.C., 20549 under the Securities Act of 1933, as
amended, for the issuance of shares of Common Stock, par value $.33 per share,
upon the exercise of options, stock appreciation rights, performance units,
restricted stock awards, stock bonus awards and such other awards under the
1995 Country Bank Shares Corporation Non-Qualified Stock Option Agreements
hereby constitutes and appoints ROBERT J. MEULEMAN and JOHN R. HECHT, and each
of them, his true and lawful attorney-in-fact and agents with full power of
substitution and resubstitution, from them and in their name, place and stead,
in any and all capacities, to sign the Registrant's Registration Statement on
Form S-8 and other documents in connection therewith with the Securities and
Exchange Commission, granting unto the attorneys-in-fact and agents, and each
of them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as they might or could do in person, thereby ratifying and
confirming all that said attorney-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, know that the undersigned as a director or officer has
hereunto set his hand as of this 15th day of August, 1997.
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert J. Meuleman Director, President and Chief Executive August 15,
- ---------------------------------- Officer (principal executive officer) 1997
(Robert J. Meuleman)
/s/ John R. Hecht Senior Vice President and Chief Financial August 15,
- ---------------------------------- Officer (principal financial officer and 1997
(John R. Hecht) principal accounting officer)
/s/ Milton R. Brown Director August 15,
- ---------------------------------- 1997
(Milton R. Brown)
/s/ Lawrence E. Gloyd Director August 15,
- ---------------------------------- 1997
(Lawrence E. Gloyd)
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C>
/s/ William R. McManaman Director August 15,
- ---------------------------------- 1997
(William R. McManaman)
/s/ Jack D. Ward Director August 15,
- ---------------------------------- 1997
(Jack D. Ward, Esq.)
/s/ Richard C. Dell Director August 15,
- ---------------------------------- 1997
(Richard C. Dell)
/s/ Robert A. Doyle Director August 15,
- ---------------------------------- 1997
(Robert A. Doyle)
</TABLE>
