Registration No. 33-63157
_________________________________________________________________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 ON
FORM S-8
TO REGISTRATION STATEMENT ON FORM S-4
UNDER THE SECURITIES ACT OF 1933
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FIRST CHARTER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
NORTH CAROLINA 56-1355866
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
22 UNION STREET, NORTH
CONCORD, NORTH CAROLINA 28025
(Address of Principal Executive Offices)
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THE BANK OF UNION CORPORATE EXECUTIVE STOCK PLAN
(Full title of the Plan)
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LAWRENCE M. KIMBROUGH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
FIRST CHARTER CORPORATION
22 UNION STREET, NORTH
CONCORD, NORTH CAROLINA 28025
(Name and Address of Agent For Service)
(704) 786-3300
(Telephone Number, Including Area Code, of Agent For Service)
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COPY TO:
J. RICHARD HAZLETT ANTHONY GAETA, JR.
ANNE F. TEAM WARD AND SMITH, P.A.
SMITH HELMS MULLISS & MOORE, L.L.P. TWO HANOVER SQUARE
POST OFFICE BOX 31247 SUITE 2400
CHARLOTTE, NORTH CAROLINA 28231 RALEIGH, NORTH CAROLINA 27602
(704) 343-2000 (919) 836-1800
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This Post-Effective Amendment No. 1 covers shares of the
Registrant's Common Stock originally registered on the
Registration Statement on Form S-4 to which this is an amendment.
The registration fees in respect of such Common Stock were paid
at the time of the original filing of the Registration Statement
on Form S-4 relating to such Common Stock.
_________________________________________________________________
_________________________________________________________________
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents constituting the Prospectus (the "Prospectus")
of First Charter Corporation (the "Registrant") with respect to
this Registration Statement in accordance with Rule 428
promulgated pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), are kept on file at the offices of the
Registrant. The Registrant will provide without charge to
employees, on the written or oral request of any such person, a
copy of any or all of the documents constituting the Prospectus.
Written requests for such copies should be directed to Robert O.
Bratton, Executive Vice President, First Charter Corporation,
Post Office Box 228, Concord, North Carolina 28026-0228.
Telephone requests may be directed to (704) 786-3300.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference herein and in the Prospectus
constituting a part of this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994;
(b) The Registrant's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1995, June 30, 1995 and
September 30, 1995;
(c) The Registrant's Current Reports on Form 8-K filed
on September 22, 1995 and November 9, 1995; and
(d) The description of the Registrant's Common Stock
contained in its registration statement filed pursuant to Section
12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and any amendment or report filed for the
purpose of updating such description, including the Registrant's
Current Report on Form 8-K filed on November 9, 1995.
All documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the effectiveness of this Registration
Statement and prior to the filing of a post-effective amendment
hereto that either indicates that all securities offered hereto
have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and the Prospectus and to be a part hereof
and thereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration
Statement and the Prospectus to the extent that a statement
contained herein or therein or in any other subsequently filed
document that also is or is 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.
The Registrant will provide without charge to each person to
whom the Prospectus constituting a part of this Registration
Statement is delivered, on the written or oral request of any
such person, a copy of any or all of the documents incorporated
herein and in the Prospectus by reference (other than exhibits to
such documents which are not specifically incorporated by
reference in such documents). Written requests for such copies
should be directed to Robert O. Bratton, Executive Vice
President, First Charter Corporation, Post Office Box 228,
Concord, North Carolina 28026-0228. Telephone requests may be
directed to (704) 786-3300.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Registrant's Common Stock to be issued
in connection with the Plans has been passed upon by Smith Helms
Mulliss & Moore, L.L.P., Charlotte, North Carolina. As of the
date of this Post-Effective Amendment No. 1 on Form S-8, certain
attorneys of Smith Helms Mulliss & Moore, L.L.P., beneficially
owned approximately 7,000 shares of the Registrant's Common
Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
There are no provisions in the Registrant's Restated
Articles of Incorporation, contracts between the Registrant and
its directors and officers or resolutions adopted by the
Registrant relating to indemnification. However, in accordance
with the provisions of the North Carolina Business Corporation
Act (the "Act"), the Registrant's Amended and Restated Bylaws
provide that, in addition to the indemnification of directors and
officers otherwise provided by the Act, the Registrant shall,
under certain circumstances, indemnify its directors, executive
officers and certain other designated officers against any and
all liability and litigation expense, including reasonable
attorneys' fees, arising out of their status or activities as
directors and officers, except for liability or litigation
expense incurred on account of activities that were at the time
known or reasonably should have been known by such director or
officer to be clearly in conflict with the best interests of the
Registrant. Pursuant to such bylaw and as authorized by statute,
the Registrant maintains insurance on behalf of its directors and
officers against liability asserted against such persons in such
capacity whether or not such directors or officers have the right
to indemnification pursuant to the bylaw or otherwise. In
addition, the Registrant's Restated Articles of Incorporation
prevent the recovery by the Registrant or any of its shareholders
of monetary damages against its directors.
In addition to the above-described provisions, Sections
55-8-50 through 55-8-58 of the Act contain provisions prescribing
the extent to which directors and officers shall or may be
indemnified. Section 55-8-51 of the Act permits a corporation,
with certain exceptions, to indemnify a current or former
director against liability if (i) he conducted himself in good
faith, (ii) he reasonably believed (x) that his conduct in his
official capacity with the corporation was in its best interests
and (y) in all other cases his conduct was at least not opposed
to the corporation's best interests, and (iii) in the case of any
criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful. A corporation may not indemnify a current
or former director in connection with a proceeding by or in the
right of the corporation in which the director was adjudged
liable to the corporation or in connection with a proceeding
charging improper personal benefit to him in which he was
adjudged liable on such basis. The above standard of conduct is
determined by the Board of Directors or a committee thereof or
special legal counsel or the shareholders as prescribed in
Section 55-8-55.
Sections 55-8-52 and 55-8-56 of the Act require a
corporation to indemnify a director or officer in the defense of
any proceeding to which he was a party because of his capacity as
a director or officer against reasonable expenses when he is
wholly successful in his defense, unless the articles of
incorporation provide otherwise. Upon application, the court may
order indemnification of the director or officer if he is
adjudged fairly and reasonably so entitled under Section 55-8-54.
Section 55-8-56 allows a corporation to indemnify and advance to
an officer, employee or agent who is not a director to the same
extent as a director or as otherwise set forth in the
corporation's articles of incorporation or bylaws or by a
resolution of the board of directors.
In addition, Section 55-8-57 permits a corporation to
provide for indemnification of directors, officers, employees or
agents, in its articles of incorporation or bylaws or by contract
or resolution, against liability in various proceedings and to
purchase and maintain insurance policies on behalf of these
individuals.
THE FOREGOING IS ONLY A GENERAL SUMMARY OF CERTAIN ASPECTS
OF NORTH CAROLINA LAW DEALING WITH INDEMNIFICATION OF DIRECTORS
AND OFFICERS AND DOES NOT PURPORT TO BE COMPLETE. IT IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE RELEVANT STATUTES
CONTAINING DETAILED SPECIFIC PROVISIONS REGARDING THE
CIRCUMSTANCES UNDER WHICH AND THE PERSON FOR WHOSE BENEFIT
INDEMNIFICATION SHALL OR MAY BE MADE AND ACCORDINGLY ARE
INCORPORATED HEREIN BY REFERENCE AS EXHIBIT 99.2.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by
reference in this Registration Statement.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
5.1 Opinion of Smith Helms Mulliss & Moore, L.L.P. as to
legality of securities.*
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Smith Helms Mulliss & Moore, L.L.P.
(included in Exhibit 5.1).
24.1 Power of Attorney and Certified Resolutions.*
99.1 The Bank of Union Corporate Executive Stock Plan.
99.2 Provisions of North Carolina law relating to
indemnification of directors and officers (incorporated herein by
reference to Exhibit 99.2 of First Charter's Registration
Statement on Form S-8, Registration No. 33-60951).
____________________
* Previously filed as an exhibit to the Registrant's
Registration Statement on Form S-4 to which this is
Post-Effective Amendment No. 1.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(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 end 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 a 20% 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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the Registration Statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the 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.
(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) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act 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 Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than 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 Securities Act and will be governed by the final adjudication
of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Concord, State of North Carolina, on January 4, 1996.
FIRST CHARTER CORPORATION
By:/S/ LAWRENCE M. KIMBROUGH
*
___________________________
Lawrence M. Kimbrough
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/LAWRENCE M. KIMBROUGH President, January 4, 1996
_____________________ Chief Executive
Lawrence M. Kimbrough Officer and Director
(Principal Executive
Officer)
/s/ROBERT O. BRATTON Executive January 4, 1996
_____________________ Vice President
Robert O. Bratton (Principal Financial and
Principal Accounting
Officer)
_____________________ Director January __, 1996
William R. Black
JANE B. BROWN* Director January 4, 1996
_____________________
Jane B. Brown
GRADY S. CARPENTER* Director January 4, 1996
_____________________
Grady S. Carpenter
MICHAEL R. COLTRANE* Director January 4, 1996
_____________________
Michael R. Coltrane
J. ROY DAVIS* Director January 4, 1996
_____________________
J. Roy Davis
J. KNOX HILLMAN, JR.* Director January 4, 1996
_____________________
J. Knox Hillman, Jr.
BRANSON C. JONES* Director January 4, 1996
_____________________
Branson C. Jones
D.C. LINN, JR.* Director January 4, 1996
_____________________
D.C. Linn, Jr.
ROBERT F. LOWRANCE* Director January 4, 1996
_____________________
Robert F. Lowrance
HUGH H. MORRISON* Director January 4, 1996
_____________________
Hugh H. Morrison
T. DAVID PROPST* Director January 4, 1996
_____________________
T. David Propst
ROBERT L. WALL* Director January 4, 1996
_____________________
Robert L. Wall
JAMES B. WIDENHOUSE* Director January 4, 1996
_____________________
James B. Widenhouse
* By: /S/ LAWRENCE M. KIMBROUGH
_________________________
Lawrence M. Kimbrough
Attorney-in-Fact
EXHIBIT 23.1
CONSENT OF KPMG PEAT MARWICK LLP
BOARD OF DIRECTORS
FIRST CHARTER CORPORATION
We consent to the incorporation by reference in the
Post-Effective Amendment No. 1 on Form S-8 to the Registration
Statement on Form S-4 of First Charter Corporation of our
report on the consolidated financial statements included
in the 1994 Annual Report to Shareholders of First Charter
Corporation which is incorporated by reference in the 1994
Form 10-K of First Charter Corporation. Our report refers
to a change in the method of accounting for investments and
a change in the method of accounting for income taxes in 1993.
KPMG PEAT MARWICK LLP
Charlotte, North Carolina
January 3, 1996
THE BANK OF UNION CORPORATE EXECUTIVE STOCK PLAN
ARTICLE I
The Plan
1.1. Name. This plan shall be known as "The Bank of Union
Executive Stock Plan."
1.2. Purpose. The purpose of the Plan is to advance the
interests of the Bank and its shareholders by affording to key
management employees of the Bank and its Subsidiaries an
opportunity to acquire or increase their proprietary interest in
the Bank by the grant to such employees of Options under the
terms set forth herein by thus encouraging such employees to
become owners of Bank shares, the Bank seeks to motivate, retain,
and attract those highly competent individuals upon whose
judgment, initiative, leadership, and continued efforts the
success of the Bank in large measure depends.
1.3. Effective Date. The Plan shall become effective upon
ratification by the Board of Directors pursuant to the approval
given by the subscribers in the Offering Circular paragraph
entitled "Stock Options," a copy of the Offering Circular being
attached hereto.
ARTICLE II
Participants
Any officer or other key management employee of the Bank or
its Subsidiaries shall be eligible to participate in the Plan;
provided, however, that no member of the Committee shall be
eligible to participate. The Committee may grant Options to any
eligible employee ln accordance with such determinations as the
Committee from time to time in its sole discretion shall make.
ARTICLE III
Administration
3.1. Duties and Powers of Committee. The Plan shall be
administered by the Committee. Subject to the express provisions
of the Plan, the Committee shall have sole discretion and
authority to determine from among eligible employees those to
whom and the time or times at which Options may be granted and
the number of shares of Stock to be subject to each Option;
provided the number of shares designated in the Offering Circular
to H. Clark Goodwin and David McGuirt shall be complied with.
Subject to the express provisions of the Plan, and subject to the
provisions of the Offering Circular entitled "Stock Options," the
Committee shall also have complete authority to interpret the
Plan, to prescribe, amend, and rescind rules and regulations
relating to it, to determine the details and provisions of each
Stock Option Agreement, and to make all other determinations
necessary or advisable in the administration of the Plan.
3.2. Majority rule. A majority of the members of the
Committee shall constitute a quorum, and any action taken by a
majority present at a meeting at which a quorum is present or any
action taken without a meeting evidenced by a writing executed by
a majority of the whole Committee shall constitute the action of
the Committee.
3.3. Bank Assistance. The Bank shall supply full and
timely information to the Committee on all matters relating to
eligible employees, their employment, death, retirement,
disability or other termination of employment and such other
pertinent facts as the Committee may require. The Bank shall
furnish the Committee with such clerical and other assistance as
is necessary in the performance of its duties.
ARTICLE IV
Shares of Stock Subject to Plan
4.1. Limitations. Subject to adjustment pursuant to the
provisions of Section 4.3 hereof, the number of Shares of Stock
which may be issued and sold hereunder shall not exceed 60,000
shares.
4.2. Options granted under plan. Shares of Stock with
respect to which an Option granted hereunder shall have been
exercised shall not again be available for Option hereunder. If
Options granted hereunder shall terminate for any reason without
being wholly exercised, new Options may be granted hereunder
covering the number of shares to which such Option termination
relates.
4.3. Antidilution. In the event that the outstanding
shares of Stock hereafter are changed into or exchanged for a
different number or kind of shares or other securities of the
Bank or of another corporation by reason of merger,
consolidation, other reorganization, recapitalization,
reclassification, combination of shares, stock spilt-up, or stock
dividend:
(a) The aggregate number and kind of shares subject to
Options which may be granted hereunder shall be
adjusted appropriately;
(b) Rights under outstanding Options granted hereunder,
both as to the number of subject shares and the Option
price, shall be adjusted appropriately;
(c) Where dissolution or liquidation or acquisition of the
Bank or any merger or combination in which the Bank is
not a surviving corporation is involved, each
outstanding Option granted hereunder shall terminate,
and upon such happening, the Optionee shall then become
fully vested and have the rights immediately prior to
such dissolution, liquidation, merger, acquisition or
combination, to exercise his Option in whole or in part
to the extent that it shall not have been exercised.
The foregoing adjustments and the manner of application of
the foregoing provisions, except for the fully vested provision,
shall be determined solely by the Committee, and any such
adjustment may provide for the elimination of fractional share
interests.
ARTICLE V
Options
5.1. Option Grant and agreement. Each Option granted
hereunder shall be evidenced by minutes of a meeting or the
written consent of the Committee and by a written Stock Option
Agreement dated as of the date of grant and executed by the Bank
and the Optionee, which Agreement shall set forth such terms and
conditions as may be determined by the Committee consistent with
the Plan.
5.2. Option Price. The per share Option price of the Stock
subject to each Option shall be determined by the Committee, but
the per share price shall not be less than the Fair Market Value
of the Stock on the date the Option is granted.
5.3. Option Period. Each Option granted hereunder must be
granted within five (5) years from the effective date of the
Plan. The period for the exercise of each Option shall be
determined by the Committee, but in no instance shall such period
exceed five (5) years from the date of grant of the Option.
5.4. Option exercise.
(a) Option granted hereunder may not be exercised
unless and until the Optionee shall have been or
remained in the employ of the Bank or its
Subsidiaries for one (1) year from and after the
date such Option was granted, except as otherwise
provided in Section 5.6 hereof and Section 4.3(c)
hereof.
(b) Options may be exercised in whole at any time, or
in part from time to time with respect to whole
shares only, within the period permitted for the
exercise thereof, and shall be exercised by
written notice of intent to exercise the Option
with respect to a specified number of shares
delivered to the Bank at its principal office in
the State of North Carolina, and payment in full
to the Bank at said office of the amount of the
Option price for the number of shares of Stock
with respect to which the Option is then being
exercised. In addition to and at the time of
payment of the Option price, Optionee shall pay to
the Bank in cash the full amount of all federal
and state withholding or other employment taxes
applicable to the taxable income of such Optionee
resulting from such exercise.
5.5. Nontransferability of Option. No Option shall be
transferred by an Optionee otherwise than by will or the laws of
descent and distribution. During the lifetime of an Optionee the
Option shall be exercisable only by him.
5.6. Effect of death or other termination of employment.
(a) If, prior to a date one year from the date an
Option shall have been granted, the Optionee's
employment with the Bank or its Subsidiaries shall
be terminated by the Bank or Subsidiary with or
without cause, or by the act of the Optionee, the
Optionee's right to exercise such Option shall
terminate and all rights hereunder shall cease;
provided, however, that if the Optionee shall die,
retire, or become permanently and totally
disabled, as determined in accordance with
applicable Bank personnel policies, prior to a
date one year from the date an Option shall have
been granted, such Option shall become exercisable
in full on the date of such death, retirement, or
disability and, in the case of retirement or
disability, such Option shall remain exercisable
for six months after the date of such retirement
or disability.
(b) If, on or after one year from the date an Option
shall have been granted, an Optionee's employment
with the Bank or its Subsidiaries shall be
terminated for any reason other than death, the
Optionee shall have the right, during the period
ending six months after such termination, to
exercise such Option to the extent that it was
exercisable at the date of such termination of
employment and shall not have been exercised.
(c) If an Optionee shall die while in the employ of
the Bank or its Subsidiaries or within three
months after termination of such employment, the
executor or administrator of the estate of the
decedent or the person or persons to whom an
Option granted hereunder shall have been validly
transferred by the executor or the administrator
pursuant to will or the laws of descent and
distribution shall have the right, during the
period exceeding one year after the date of the
Optionee's death, to exercise the Optionee's
Option to the extent that it was exercisable at
the date of termination of employment by death or
otherwise and shall not have been exercised.
(d) No transfer of an Option by the Optionee by will
or by the laws of descent and distribution shall
be effective to bind the Bank unless the Bank
shall have been furnished with written notice
thereof and an authenticated copy of the will
and/or such other evidence as the Committee may
deem necessary to establish the validity of the
transfer and the acceptance by the transferee or
transferees of the terms and conditions of such
Options.
5.7. Rights as shareholder. An Optionee or a transferee of
an Option shall have no rights as a shareholder with respect to
any shares subject to such Option prior to the purchase of such
shares by exercise of such Option as provided herein.
ARTICLE VI
Stock Certificates
The Bank shall not be required to issue or deliver any
certificate for shares of Stock purchased upon the exercise of
any Option granted hereunder or any portion thereof, or purchased
as restricted Stock pursuant to a Restricted Stock Purchase
Agreement executed hereunder, prior to fulfillment of all of the
following conditions:
(a) The admission of such shares to listing on all
stock exchanges on which the Stock is then listed,
if any;
(b) The completion of any registration or other
qualification of such shares under any federal or
state law or under the rulings or regulations of
the Securities and Exchange Commission or any
other governmental regulatory body, which the
Committee shall in its sole discretion deem
necessary or advisable;
(c) The obtaining of any approval or other clearance
from any federal or state governmental agency
which the Committee shall ln its sole discretion
determine to be necessary or advisable, and
(d) The lapse of such reasonable period of time
following the exercise of the Option or the
purchase of the restricted Stock as the Committee
from time to time may establish for reasons of
administrative convenience.
ARTICLE VII
Terminations Amendment and Modification of Plan
The Board may at any time, upon recommendation of the
Committee, terminate, and may at any time and from time to time
and in any respect amend or modify, the Plan; provided, however,
that no such action of the Board without approval of the
shareholders of the Bank may:
(a) Increase the total number of shares of Stock
subject to the Plan except as contemplated in
Section 4.3 hereof;
(b) Change the restricted Stock purchase price or the
manner of determining the Option price;
(c) Withdraw the administration of the Plan from the
Committee; or
(d) Permit any person while a member of the Committee
to be eligible to receive or hold an Option under
the Plan; and
provided further, that no termination, amendment, or modification
of the Plan shall in any manner affect any Option heretofore
granted under the Plan without the consent of the Optionee or
transferee of the Option.
ARTICLE VIII
Miscellaneous
8.1. Employment. Nothing in the Plan or in any Option
granted hereunder or in any Stock Option Agreement or Restricted
Stock Purchase Agreement relating thereto shall confer upon any
employee the right to continue in the employ of the Bank or any
Subsidiary.
8.2. Other compensation plans. The adoption of the Plan
shall not affect any other stock option or incentive or other
compensation plans in effect for the Bank or any Subsidiary, nor
shall the Plan preclude the Bank from establishing any other
forms of incentive or other compensation for employees of the
Bank or any Subsidiary.
8.3 Plan binding on successors. The Plan shall be binding
upon the successors and assigns of the Bank.
8 4. Singular, plural; gender. Whenever used hereunder,
nouns in the singular shall include the plural and the masculine
pronoun shall include the feminine gender.
8.5. Headings, etc., no part of Plan. Headings of Articles
and Sections hereof are inserted for convenience and reference;
they constitute no part of the Plan.
Ratified and approved by the Board of Directors of the BANK
OF UNION, this ___ day of _____________, 1985.
___________________________________
Secretary
