As filed with the Securities and
Exchange Commission on March 24, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
S&T BANCORP, INC.
(Exact name of issuer as specified in its charter)
Pennsylvania 25-1434426
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 Philadelphia Street
Indiana, Pennsylvania 15701
(Address of Principal (Zip Code)
Executive Offices)
S&T BANCORP, INC. Amended and Restated 1992
INCENTIVE STOCK PLAN
(Full title of the plan)
Robert E. Rout
Chief Financial Officer
S&T Bancorp, Inc.
800 Philadelphia Street
Indiana, Pennsylvania 15701
(724) 465-4825
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copy to: Robert B. Ott, Esquire
Arnold & Porter
555 Twelfth Street, N.W.
Washington, D.C. 20004
(202) 942-5055
<PAGE>
CALCULATION OF REGISTRATION FEE
[CAPTION]
<TABLE>
Proposed
Title of Maximum Proposed
Securities Amount Offering Aggregate
To Be To Be Price Per Offering Amount of
Registered Registered Share* Price* Fee
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $53.06 $53,060,000 $15,652.70
$2.50 Par Shares
Value
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the Plan.
* Estimated solely for the purpose of calculating the
registration fee pursuant to Securities Act Rule 457(c) and(h),
on the basis of the average of the high and low sale prices of
the registrant's Common Stock on the Nasdaq National Market on
March 18, 1998, which date is within 5 business days prior to the
date of the filing of this Registration Statement, as reported by
The Wall Street Journal.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by S&T Bancorp, Inc. (the
"Corporation" or the "Registrant") with the Securities and
Exchange Commission ("Commission") are hereby incorporated
herein by reference:
(a) the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997;
(b) all other reports filed by the Corporation pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended ("Exchange Act"), subsequent to December 31, 1997; and
(c) the description of the Corporation's Common Stock
contained in the Corporation's Registration Statement pursuant
to Section 12(g) of the Exchange Act, and any amendment or report
filed for the purposes of updating such description.
All documents filed by the Corporation after the date of this
Registration Statement 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 of the Corporation's Common Stock
offered hereby has been sold or which withdraws from registration
such Common Stock then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and be a
part hereof from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference in this Registration Statement 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 or is deemed to be
incorporated by reference in this Registration Statement modifies
or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or so superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements of the Corporation
incorporated by reference in the Corporation's Annual Report
(Form 10-K) at December 31, 1997 and 1996 and for each of the
three years in the period ended December 31, 1997, have been
audited by Ernst & Young, LLP, independent auditors, as
set forth in their report thereon appearing and incorporated by
reference elsewhere herein which, as to the years December 31, 1996
and 1995 are based in part on the report of S.R. Snodgrass,
independent auditors. The financial statements referred to above
are included in reliance upon such reports given upon the authority
of such firms as experts in accounting and auditing.
Arnold & Porter, Washington, D.C., has delivered its legal
opinion that the shares of the Corporation's Common Stock offered
pursuant to the S&T Bancorp, Inc. 1992 Incentive Stock Plan
(the "1992 Plan") have been duly authorized by the Corporation and
that the shares, when issued upon the exercise of stock options or
stock appreciation rights in accordance with their terms, for the
legal consideration of not less than $2.50 per share, will be
validly issued, fully paid and nonassessable, when issued upon the
achievement of the conditions specified in an award of incentive
shares and for the legal consideration of not less than $2.50 per
share, will be validly issued, fully paid and nonassessable and when
issued upon the award of restricted stock, in accordance with
its terms, and for legal consideration of not less than $2.50 per
share, will be validly issued, and upon the lapse of the restrictions
provided under such award will be fully paid and nonassessable.
Item 6. Indemnification of Directors and Officers.
Section 1741 of the Pennsylvania Business Corporation Law of
1988 (PBCL) permits, under certain circumstances, the indemnification
of any person with respect to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, to which such person was or is a party or is threatened
to be made a party by reason of the fact that such person is or was a
representative of the corporation or was serving in a similar
capacity for another enterprise at the request of the corporation.
Section 1743 of the PBCL provides that to the extent that a
representative of the corporation has been successful in
defending any such proceeding, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
With respect to a proceeding by or in the right of the
corporation, Section 1742 of the PBCL provides that such person may be
indemnified against expenses (including attorneys' fees) if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation. The statute further provides,
however, that no indemnification is allowed in such a proceeding if such
person is adjudged liable to the corporation unless, and only to the extent
that, the court in which the action was brought, or the appropriate
Pennsylvania Court of Common Pleas, upon application,
determines that he is entitled to indemnification under the circumstances.
With respect to both third party actions and actions brought by or in
the right of the corporation, the representative may be indemnified
against judgments, fines, and amounts paid in settlement, as well as
expenses, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action, had no
reasonable cause to believe his conduct was unlawful, notwithstanding
the outcome of the proceeding. Except with respect to mandatory
indemnification of expenses to successful defendants as described
in the preceding paragraph or pursuant to a court order, the
indemnification described in this paragraph may be made only
upon a determination in each specific case by majority vote of a quorum
of directors not parties to the proceeding, by written opinion of
independent legal counsel, or by the shareholders, that the defendant
met the applicable standard of conduct described above.
<PAGE>
The Pennsylvania statutes permit a corporation to advance
expenses incurred by a proposed indemnitee in advance of final
disposition of the proceeding provided the indemnitee undertakes
to repay such advanced expenses if it is ultimately determined that
he is not entitled to indemnification. A corporation may
purchase insurance on behalf of an indemnitee against any
liability asserted against him in his designated capacity, whether or
not the corporation itself would be empowered to indemnify him against
such liability.
Pennsylvania law also provides that the above rights shall not
be deemed exclusive of other rights of indemnification or advancement
of expenses under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise. The Corporation's Bylaws
provide for the mandatory indemnification of directors
and officers in accordance with and to the full extent permitted
by the laws of Pennsylvania as in effect at the time of such
indemnification, and permit indemnification of directors and
officers in situations where such indemnification is
not mandatory pursuant to the laws of Pennsylvania. The
Corporation has purchased directors' and officers' liability
insurance covering certain liabilities which may be incurred
by its officers and directors in connection with the
performance of their duties.
As provided in Article 17 of the 1992 Plan, in addition to such
other rights of indemnification as they may have as directors or as
members of the committee responsible for the administration of the
Plan (the"Committee"), the members of the Committee shall be
indemnified by the Corporation against the reasonable expenses,
including attorneys' fees, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding,
or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to
act under or in connection with the 1992 Plan or any
option, stock appreciation right, restricted stock or incentive
shares granted or awarded under the 1992 Plan, and against all
amounts reasonably paid by them in settlement thereof or paid by
them in satisfaction of a judgment in any such action,
suit or proceeding if such members acted in good faith and in a
manner which they believed to be in, and not opposed to, the best
interests of the Corporation.
<PAGE>
The foregoing descriptions are general summaries only.
Reference is made to the full text of the Corporation's
Articles ofIncorporation and Bylaws incorporated herein by reference.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed on the Index of Exhibits on page II-10 of
this Registration Statement are filed herewith or are incorporated
herein by reference to other filings.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration
Statement:
(i) To include any prospectus
required by Section 10(a)(3)
of the Securities Act of 1933,
as amended; (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;
<PAGE>
Provided, however, that paragraphs
(i) and (ii) do not apply if the information
required to be included in a post-effective
amendment by those paragraphs is contained in
periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the
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;
4. 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
that is incorporated by reference in this 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; and
5. 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 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 liability (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 and the Commission
remains of the same opinion, 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, 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 Indiana,
State of Pennsylvania, on the 24th day of March, 1998.
S&T BANCORP, INC.
By: /s/ James C. Miller
James C. Miller
President and
Chief Executive Officer
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the
capacities and on the dates indicated:
KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below hereby constitutes and
appoints James C. Miller, James G. Barone and Robert E. Rout
and each of them (with full power of each of them to act alone),
his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute and file with the Securities and Exchange Commission
(or any other governmental or regulatory authority) a
Registration Statement on Form S-8, and any and all amendments
(including post-effective amendments) thereto, with all exhibits
and any and all documents required to be filed with respect
thereto, relating to 1,000,000 additional shares of
the Corporation's common stock authorized to be issued or sold
pursuant to the Corporation's Amended and Restated 1992 Incentive
Stock Plan, granting unto said attorneys, and each of them, full
power and authority to do and to perform each and every act and
thing requisite and necessary to be done in order to
effectuate the same as fully to all intents and purposes as he
himself might or could do if personally present, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue hereof.
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has, with full power
of substitution and resubstitution, hereunto set his hand as of the
date specified.
Signature Title Date
Principal Officers:
/s/ James C. Miller President and March 16, 1998
James C. Miller Chief Executive Officer
(Principal Executive Officer)
/s/ James G. Barone Executive Vice President and March 16, 1998
James G. Barone Secretary/Treasurer
/s/ Robert E. Rout Senior Vice President and March 16, 1998
Robert E. Rout Chief Financial Officer
(Principal Accounting
Officer)
Directors:
/s/ Thomas A. Brice Director March 16, 1998
Thomas A. Brice
/s/ Forrest L. Brubaker Director March 16, 1998
Forrest L. Brubaker
/s/ James L. Carino Director March 16, 1998
James L. Carino
/s/ John J. Delaney Director March 16, 1998
John J. Delaney
/s/ Robert D. Duggan Director and March 16, 1998
Robert D. Duggan Chairman
/s/ Thomas W. Garges Director March 16, 1998
Thomas W. Garges, Jr.
/s/ William J. Gatti Director March 16, 1998
William J. Gatti
<PAGE>
/s/ Ruth M. Grant Director March 16, 1998
Ruth M. Grant
/s/ Jeffrey Grube Director March 16, 1998
Jeffrey D. Grube
/s/ Herbert L. Hanna Director March 16, 1998
Herbert L. Hanna
/s/ Frank W. Jones Director March 16, 1998
Frank W. Jones
/s/ Joseph A. Kirk Director March 16, 1998
Joseph A. Kirk
/s/ Samuel Levy Director March 16, 1998
Samuel Levy
/s/ James C. Miller President, March 16, 1998
James C. Miller Chief Executive Officer
and Director
/s/ Alan Papernick Director March 16, 1998
Alan Papernick
/s/ W. Parker Ruddock Director March 16, 1998
W. Parker Ruddock
/s/ Myles D. Sampson Director March 16, 1998
Myles D. Sampson
/s/ Charles A.Spadafora Director March 16, 1998
Charles A. Spadafora
/s/ Christine J.Toretti Director March 16, 1998
Christine J. Toretti
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
the Committee which administers the S&T Bancorp, Inc. Amended
and Restated 1992 Incentive Stock Plan has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Indiana,
Commonwealth of Pennsylvania on March 16, 1998.
/s/ Samuel Levy
Samuel Levy, Chairman
/s/ Thomas A. Brice
Thomas A. Brice
/s/ Thomas W. Garges
Thomas W. Garges, Jr.
/s/ Christine J. Torretti
Christine J. Toretti
/s/ W/ Parker Ruddock
W. Parker Ruddock
<PAGE>
INDEX OF EXHIBITS
Exhibit 4.1 Provisions of Articles of Incorporation of S&T
Bancorp, Inc. defining the rights of security
holders, incorporated herein by reference to
Exhibit No. 19 to the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1991
and Exhibit 4.1 to the Corporation's Registration
Statement on Form S-3 filed November 22, 1991,
(File No. 33-44164).
Exhibit 4.2 S&T Bancorp, Inc. Amended and Restated 1992
Incentive Stock Plan, filed herewith.
Exhibit 5 Opinion of Arnold & Porter with respect to the
legality of the Common Stock being registered,
filed herewith.
Exhibit 23.1 Consent of Ernst & Young, Independent Auditors,
filed herewith.
Exhibit 23.2 Consent of Arnold & Porter. Contained in their
opinion filed as Exhibit 5 hereto.
Exhibit 23.3 Consent of S.R. Snodgrass, A.C., Independent Auditors,
filed herewith.
Exhibit 24 Powers of Attorney of certain officers and directors
of the Corporation. Included in the signature pages
of the Registration Statement at page II-7.
<PAGE>
EXHIBIT 5
March 24, 1998
S&T Bancorp, Inc.
800 Philadelphia Street
Indiana, PA 15701
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8
("Registration Statement") of S&T Bancorp, Inc., a Pennsylvania
corporation ("S&T"), with respect to 1,000,000 shares of $2.50
par value common stock of S&T ("S&T Common Stock") which are to
be offered or sold pursuant to the S&T Bancorp, Inc. Amended
and Restated 1992 Incentive Stock Plan (the "Plan").
We have been requested to furnish an opinion to be included
as Exhibit 5 to the Registration Statement. In connection with
rendering the opinions set forth in this letter, we have examined
such corporate records of S&T and have made such investigation of
matters of fact and law and examined such other documents as we
deem necessary for rendering the opinions hereinafter expressed.
The opinions set forth herein are subject to the following
qualifications, which are in addition to any other qualifications
contained herein:
A. We have assumed without verification the genuineness of
all signitures on all documents, the authority of the parties executing
such documents, the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents
submitted to us as copies.
B. The opinions set forth herein are based on existing laws,
ordinances, rules, regulations, court and administrative decisions as
they presently have been interpreted and we can give no assurances that
our opinions would not be different after any change in any of the
foregoing occurring after the date hereof.
C. We have assumed without verification that, with respect to the
minutes of any meetings of the Board of Directors or any committees
thereof of S&T or of the shareholders of S&T that we have examined, due
notice of the meetings was given or duly waived, the minutes accurately
and completely reflect all actions taken at the meetings and a quorum
was present and acting throughout the meetings.
D. We have assumed without verification the accuracy and
completeness of all corporate records made available to us by S&T.
E. We express no opinion as to the effect or application of any
laws or regulations other than the Pennsylvania Business Corporation Law
of 1988 as in effect on this date. As to matters governed by the law
specified in the foregoing sentence, we have relied exclusively on the
latest standard compilation of such statute as reproduced in commonly
accepted unofficial publications available to us. We note that we are
not members of the bar of the Commonwealth of Pennsylvania.
Based upon such examination and investigation and upon the
assumption that there will be no material changes in the documents
we examined and the matters investigated, we are of the opinion
that the shares of S&T Common Stock included in the Registration
Statement have been duly authorized by S&T and that, when issued
upon the excercise of stock options or stock appreciation rights,
in accordance with their terms, for the legal consideration of not
less than $2.50 per share, will be validly issued, fully paid and
nonassessable, when issued upon the achievement of the conditions
specified in an award of incentive shares and for the legal
consideration of not less than $2.50 per share, will be validly issued,
fully paid and nonassessable and when issued upon the award of restricted
stock, in accordance with its terms, and for legal consideration of not
less than $2,50 per share, will be validly issued, and upon the lapse of
the restrictions provided under such award will be fully paid and
nonassessable.
This letter does not address any matters other than those expressly
addressed herein. This letter is given for your sole benefit and use.
No one else is entitled to rely hereupon. This letter speaks only as
of the date hereof. We undertake no responsibility to update or
supplement it after such date.
We consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Arnold & Porter
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Interests of Named Experts and Counsel" in the Registration
Statement on Form S-8 pertaining to the S&T Bancorp, Inc.
Amended and Restated 1992 Incentive Stock Option Plan and to
the incorporation by reference therein of our report dated
January 16, 1998, with respect to the consolidated financial
statements of S&T Bancorp, Inc. and subsidiaries incorporated
by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young
Pittsburgh, Pennsylvania
March 23, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of S&T Bancorp, Inc. on Form S-8 of our report dated February 10, 1997 (as
it relates to the financial statements of Peoples Bank of Unity for the
years ended December 31, 1996 and 1995) appearing in the Annual Report on
Form 10-K of S&T Bancorp, Inc. for the year ended December 31, 1997.
We also consent to the reference to our firm under Item 5 in such
Registration Statement.
/s/ S.R.Snodgrass, A.C.
Wexford, Pennsylvania
March 23, 1998
Exhibit 4.2
S&T BANCORP, INC.
AMENDED AND RESTATED 1992 INCENTIVE STOCK PLAN
1. Definitions
In this Plan, except where the context otherwise
indicates, the following definitions apply:
1.1. "Agreement" means a written agreement
implementing a grant of an Option or Right or an award of
Restricted Stock or Incentive Shares.
1.1. "Board" means the Board of Directors of the
Corporation, but does not include members emeritus of the Board
of Directors.
1.2. "Code" means the Internal Revenue Code of 1986,
as amended.
1.3. "Committee" means the committee of the Board
meeting the standards of Rule 16b-3(c)(2)(i) under the Exchange
Act, or any similar successor rule, appointed by the Board to
administer the Plan. Unless otherwise determined by the Board,
the Compensation Committee of the Board shall be the Committee.
1.4. "Common Stock" means the common stock, par
value $2.50 per share, of the Corporation.
1.5. "Corporation" means S&T Bancorp, Inc.
1.6. "Date of Exercise" means the date on which the
Corporation receives notice of the exercise of an Option or
Right in accordance with the terms of Article 9.
1.7. "Date of Grant" means the date on which an Option
or Right is granted or Restricted Stock or Incentive Shares are
awarded by the Committee.
1.8. "Director" means a member of the Board of the
Corporation.
1.9. "Employee" means any person determined by the
Committee to be an employee of the Corporation or a Subsidiary,
including an Employee Director.
1.10. "Employee Director" means a Director who is an
Employee of the Corporation.
1.11. "Exchange Act" means the Securities Exchange
Act of 1934, as amended.
<PAGE>1
1.12. "Fair Market Value" of a share of Common Stock
means the amount equal to the fair market value of a share of
Common Stock determined pursuant to a reasonable method adopted
by the Committee in good faith for such purpose. Unless and
until the Committee has adopted another method, the fair market
value of a share of Common Stock shall equal the average of the
high and low sales prices on the date such fair market value is
to be determined, as reported by the National Association of
Securities Dealers Automated Quotation System's National Market
System ("NASDAQ"), or if there are no sales of Common Stock
reportedly thereby on such date, the average of the
high and low sales prices for shares of Common Stock reported by
NASDAQ on the nearest trading date preceding such date.
1.13. "Grantee" means an Employee to whom Restricted
Stock has been awarded pursuant to Article 11 or Incentive
Shares have been awarded pursuant to Article 12.
1.14. "Incentive Shares" means Shares awarded
pursuant to the provisions of Article 12.
1.15. "Incentive Stock Option" means an Option granted
under the Plan that qualifies as an incentive stock option under
section 422 of the Code and that the Corporation designates as
such in the Agreement granting the Option.
1.16. "Nonstatutory Stock Option" means an Option
granted under the Plan that is not an Incentive Stock Option.
1.17. "Option" means an option to purchase Shares
granted under the Plan in accordance with the terms of Article 6
or Article 7.
1.18. "Option Period" means the period during which an
Option may be exercised.
1.19. "Option Price" means the price per Share at which
an Option may be exercised. The Option Price shall be
determined by the Committee, but in no event shall the
Option Price of an Incentive Stock Option be less than
the greater of the Fair Market Value per Share determined
as of the Date of Grant or the par value
of a Share.
1.20. "Optionee" means an Employee or Director to
whom an Option or Right has been granted.
1.21. "Outside Director" means a Director who is not an
Employee Director.
1.22. "Outside Director Program" means that portion of
the Plan under which grants are made to Directors, other than
Employee Directors.
<PAGE>2
1.23. "Performance Goals" means performance goals
established by the Committee which may be based on earnings or
earnings growth, sales, return on assets, equity or investment,
regulatory compliance, satisfactory internal or external audits,
improvement of financial ratings, achievement of balance sheet
or income statement objectives, or any other objective goals
established by the Committee, and may be absolute in their terms
or measured against or in relationship to other companies
comparably, similarly or otherwise situated. Such performance
standards may be particular to an employee or the department, branch,
Subsidiary or other division in which he or she works, or may be
based on the performance of the Corporation generally, and may
cover such period as may be specified by the Committee.
1.24. "Plan" means the Amended and Restated S&T
Bancorp, Inc. 1992 Incentive Stock Plan.
1.25. "Related Option" means the Option in connection
with which, or by amendment to which, a specified Right is
granted.
1.26. "Related Right" means the Right granted in
connection with, or by amendment to, a specified Option.
1.27. "Restricted Stock" means Shares awarded
pursuant to the provisions of Article 11.
1.28. "Right" means a stock appreciation right granted
under the Plan in accordance with the terms of Article 8.
1.29. "Right Period" means the period during which a
Right may be exercised.
1.30. "Share" means a share of authorized but unissued
Common Stock or a reacquired share of Common Stock.
1.31. "Subsidiary" means a corporation at least 50% of
the total combined voting power of all classes of stock of which
is owned by the Corporation, either directly or through one or
more other Subsidiaries.
2. Purpose
The Plan is intended to assist in attracting and retaining
Employees and Directors of outstanding ability and to promote
the identification of their interests with those of the
shareholders of the Corporation.
<PAGE>3
3. Administration
The Plan shall be administered by the Committee. In
addition to any other powers granted to the Committee, it shall
have the following powers, subject to the express provisions of
the Plan:
3.1. To determine in its discretion the Employees to
whom Options or Rights shall be granted and to whom Restricted
Stock or Incentive Shares shall be awarded, the number of Shares
to be subject to each Option, Right, Restricted Stock or
Incentive Share award, and the terms upon which Options or
Rights granted to Employees may be acquired and exercised
and the terms and conditions of Restricted Stock and
Incentive Share awards;
3.2. To determine all other terms and provisions of each
Agreement with an Employee, which need not be identical;
3.3. Without limiting the generality of the foregoing, to
provide in its discretion in an Agreement with an Employee:
(i) For an agreement by the Optionee or Grantee
to render services to the Corporation or a Subsidiary upon such
terms and conditions as may be specified in the Agreement,
provided that the Committee shall not have the power to commit
the Corporation or any Subsidiary to employ or otherwise retain
any Optionee or Grantee;
(ii) For restrictions on the transfer, sale or other
disposition of Shares issued to the Optionee upon the exercise
of an Option or Right, for other restrictions permitted by
Article 11 with respect to Restricted Stock or for conditions
with respect to the issuance of Incentive Shares;
(iii) For an agreement by the Optionee or Grantee
to resell to the Corporation, under specified conditions, Shares
issued upon the exercise of an Option or Right or awarded as
Restricted Stock or Incentive Shares; and
(iv) For the payment of the Option Price upon the
exercise of an Option otherwise than in cash, including without
limitation by delivery of shares of Common Stock (other than
Restricted Stock) valued at Fair Market Value on the Date of
Exercise of the Option, or a combination of cash and shares of
Common Stock, or for the payment in part of the Option Price
with a promissory note in accordance with the terms of
Section 9.2; and
(v) For the right of the Optionee to surrender his
or her Option (or a portion thereof) and to receive upon such
surrender that number of shares having an aggregate Fair Market
Value as of the date of surrender equal to the product of (i)
the excess of the Fair Market Value of one share of Common Stock as
of such surrender date over the Option Price with respect to
such surrendered Option (or portion thereof), multiplied by (ii) the
number of shares covered by the Option or portion thereof
surrendered. No fractional shares shall be issued upon such
surrender. Cash shall be paid in lieu of any such fractional
share in an amount equal to the product of such fraction multiplied
by the Fair Market Value of one share of Common Stock on the date of
surrender. Any such surrender shall be treated as an exercise
of such Option or portion thereof for purposes of this Plan. No
such surrender may be made before the Option is exercisable.
<PAGE>4
3.4. To construe and interpret the Agreements and the
Plan;
3.5. To require, whether or not provided for in the
pertinent Agreement, of any person exercising an Option or Right
or acquiring Restricted Stock or Incentive Shares, at the time
of such exercise or acquisition, the making of any representations
or agreements which the Committee may deem necessary or advisable
in order to comply with the securities laws of the United States
or of any state;
3.6. To provide for satisfaction of an Optionee's or
Grantee's tax liabilities arising in connection with the Plan
through, without limitation, retention by the Corporation of shares of
Common Stock otherwise issuable on the exercise of a
Nonstatutory Stock Option or Right or pursuant to an award of
Incentive Shares or through delivery of Common Stock to the
Corporation by the Optionee or Grantee under such terms and
conditions as the Committee deems appropriate; and
3.7. To make all other determinations and take all other
actions necessary or advisable for the administration of the
Plan.
Any determinations or actions made or taken by the Committee
pursuant to this Article shall be binding and final.
4. Eligibility
Options, Rights, Restricted Stock and Incentive Shares
may be granted or awarded only to Employees, provided, however,
that Outside Directors may receive Nonstatutory Stock Options in
accordance with the provisions of Article 7 and provided
further, that the members of the Committee are not eligible
to receive Options (except for Nonstatutory Stock Options
in accordance with the provisions of Article 7), Rights,
Restricted Stock or Incentive Shares.
5. Stock Subject to the Plan
5.1. The maximum number of Shares that may be issued
under the Plan is 1,600,000 shares.
5.2. If an Option or Right expires or terminates for any
reason (other than termination by virtue of the exercise of a
Related Option or Related Right, as the case may be) without
having been fully exercised, if Shares of Restricted Stock
are forfeited or if Incentive Shares are not issued or are
forfeited, the unissued or forfeited Shares which had been
subject to the Agreement relating thereto shall become available
for the grant of other Options and Rights or for the award of
additional Restricted Stock or Incentive Shares.
<PAGE>5
5.3. The Shares issued upon the exercise of a Right (or,
if cash is payable in connection with such exercise, that number
of Shares having a Fair Market Value equal to the cash payable upon
such exercise), shall be charged against the number of Shares
issuable under the Plan and shall not become available for the
grant of other Options and Rights for the award of Restricted
Stock or Incentive Shares. If the Right referred to in the preceding
sentence is a Related Right, the Shares subject to the Related
Option, to the extent not charged against the number of Shares
subject to the Plan in accordance with this Section 5.3, shall
become available for the grant of other Options or Rights or for
the award of additional Restricted Stock or Incentive Shares.
6. Options
6.1. The Committee is hereby authorized to grant
Nonstatutory Stock Options and Incentive Stock Options to
Employees. Nonstatutory Stock Options also may be granted to
Outside Directors, pursuant to Article 7.
6.2. All Agreements granting Options to Employees
shall contain a statement that the Option is intended to be
either (i) a Nonstatutory Stock Option or (ii) an Incentive
Stock Option.
6.3. The Option Period for Options granted to Employees shall
be determined by the Committee and specifically
set forth in the Agreement, provided, however, that an Option
shall not be exercisable before six months from the Date of Grant
(except that this limitation need not apply in the event of the
death or disability of the Optionee within the six-month period) or
after ten years from the Date of Grant.
6.4. All Incentive Stock Options granted under the Plan
shall comply with the provisions of the Code governing incentive
stock options and with all other applicable rules and
regulations.
6.5. The maximum number of Shares of Common Stock
with respect to which Options may be granted to any Employee
under this Plan during its term is 200,000 Shares. In no event
shall the Option Price of an Option be less than the Fair Market Value
of a Share of Common Stock on the Date of Grant.
6.6. All other terms of Options granted under the Plan
shall be determined by the Committee in its sole discretion.
<PAGE>6
7. Outside Director Program
7.1. The Outside Director Program shall be a formula
plan under which Outside Directors shall be granted Nonstatutory
Stock Options, but only in accordance with the provisions set
forth in this Article 7.
7.2. Nonstatutory Stock Options shall be granted to
Outside Directors as follows:
(i) Commencing on December 19, 1994, and on
the third Monday in December of each succeeding year (or the
next business day if such date is a non-business day) (the
"Automatic Grant Date"), each Outside Director shall be
granted a Nonstatutory Stock Option to purchase 2,500 Shares
at an Option Price equal to the Fair Market Value of the
Shares on such date, which date shall be the Date of Grant;
provided that the exercisability of such Nonstatutory Stock
Options shall be conditioned upon approval of this Plan by
the shareholders of the Corporation; and provided further,
that if any such Outside Director has not served as a
Director of the Corporation continuously since the last
Automatic Grant Date, the Nonstatutory Stock Option granted
pursuant to this Section 7.2(i) shall be for a
number of Shares (rounded to the nearest whole Share) equal to
2,500 multiplied by a fraction, the numerator of which shall be
the number of days since the last Automatic Grant Date that such
person has served as a Director of the Corporation, and the
denominator of which shall be 365; and
(ii) Nonstatutory Stock Options granted under this
Article 7 shall vest six months from the Date of Grant and may
be exercised by the Optionee at any time after vesting and prior to
the termination of the Nonstatutory Stock Option; provided, however,
that any Nonstatutory Stock Option granted prior to the approval
of this Plan by the shareholders of the Corporation shall vest
six months from the date of such shareholder approval. Nonstatutory
Stock Options granted pursuant to this Article 7 shall terminate
upon the earlier to occur of (A) 10 years from the date of Grant
or (B) one year from the date on which such Optionee ceases to be a
member of the Board or, if such Optionee ceases to be a member
of the Board by reason of retirement, disability, death or removal
from such position without cause, five years from the date on which
such Optionee ceases to be a member of the Board. Nonstatutory Stock
Options are not transferable except to the extent provided in
Article 10 hereof. Exercise of Nonstatutory Stock Options may
be made only in writing delivered to the Corporation accompanied by
payment of the Option Price.
7.3. In the event of any change in the capitalization of
the Corporation by reason of stock dividends, split-ups,
mergers, recapitalizations, combinations, exchanges of shares
or the like, the Nonstatutory Stock Options granted pursuant to
Section 7.2 above shall be for such number of Shares and at an
Option Price as shall be adjusted in accordance with Article 13 hereof.
<PAGE>7
7.4. If on any Date of Grant of Nonstatutory Stock
Options to Outside Directors there is an insufficient number of
Shares available for such grants to Outside Directors, the
number of Shares subject to each grant shall be reduced to the
greatest whole number of Shares arrived at by dividing the remaining
Shares available for such grants by the number of Outside Directors
eligible for such grants.
8. Rights
8.1. The Committee is hereby authorized to grant Rights
to Employees.
8.2. A Right may be granted under the Plan:
(i) In connection with, and at the same time as,
the grant of an Option under the Plan;
(ii) By amendment of an outstanding
Nonstatutory Stock Option granted under the Plan; or
(iii) Independently of any Option granted under
the Plan.
A Right granted under clause (i) or (ii) of the preceding
sentence is a Related Right. A Related Right may, in the
Committee's discretion, apply to all or a portion of the Shares
subject to the Related Option.
8.3. A Right may be exercised in whole or in part as
provided in the Agreement, and, subject to the provisions of the
Agreement, entitles its Optionee to receive, without any payment
to the Corporation (other than required income tax withholding
amounts), either cash or that number of Shares (equal to the
highest whole number of Shares), or a combination thereof, in
an amount or having a Fair Market Value determined as of the Date of
Exercise not to exceed the number of Shares subject to the
portion of the Right exercised multiplied by an amount equal to the
excess of (i) the Fair Market Value of a share of Common Stock on the
Date of Exercise of the Right over (ii) either (A) the Fair Market
Value of a share of Common Stock on the Date of Grant of the
Right if it is not a Related Right, or (B) the Option Price as
provided in the Related Option if the Right is a Related Right.
8.4. The Right Period shall be determined by the
Committee and specifically set forth in the Agreement, provided,
however:
(i) A Right may not be exercised until the
expiration of six months from the Date of Grant (except that
this limitation need not apply in the event of the death or
disability of the Optionee within the six-month period);
(ii) A Right will expire no later than the earlier of
(A) ten years from the Date of Grant, or (B) in the case of a
Related Right, the expiration of the Related Option;
<PAGE>8
(iii) A Right may be exercised only when the Fair
Market Value of a share of Common Stock exceeds either (A) the
Fair Market Value of a share of Common Stock on the Date of
Grant of the Right if it is not a Related Right, or (B) the
Option Price as provided in the Related Option if the Right is a
Related Right; and
(iv) A Right that is a Related Right to an
Incentive Stock Option may be exercised only when and to the
extent the Related Option is exercisable.
8.5. The exercise, in whole or in part, of a Related Right
shall cause a reduction in the number of Shares subject to the
Related Option equal to the number of Shares with respect to
which the Related Right is exercised. Similarly, the exercise, in
whole or in part, of a Related Option shall cause a reduction in the
number of Shares subject to the Related Right equal to the number of
Shares with respect to which the Related Option is exercised.
8.6. Rights granted under the Plan (other than cash-only
Rights) shall comply with the requirements of Rule 16b-3(e)
under the Exchange Act during the term of this Plan. Should any
provision of this Article 8 necessary for that purpose at the
date of adoption of this Plan by the Board no longer be necessary to
comply with the requirements of Rule 16b-3(e) or should any
additional provisions be necessary for this Article 8 to comply
with the requirements of Rule 16b-3(e), the Board or the Committee
may amend this Plan to delete, add to or modify the provisions
of the Plan accordingly. The Company intends to comply, if and to
the extent applicable, with the public information and reporting
requirements of Rule 16b-3(e)(1); however, the Company's
failure for any reason whatsoever to comply with such
requirements or with any other requirements of Rule 16b-3, and
any resultant unavailability of Rule 16b-3(e) to Optionees shall
not impose any liability on the Company to any Optionee or any
other party.
8.7. To the extent required by Rule 16b-3(e) under the
Exchange Act or otherwise provided in the Agreement, the
Committee shall have sole discretion to consent to or disapprove
the election of any Optionee to receive cash in full or partial
settlement of a Right. In cases where an election of settlement
in cash must be consented to by the Committee, the Committee may
consent to, or disapprove, such election at any time after such
election, or within such period for taking action as is
specified in the election, and failure to give consent shall be
disapproval. Consent may be given in whole or as to a portion of
the Right surrendered by the Optionee. If the election to receive
cash is disapproved in whole or in part, the Right shall be deemed to
have been exercised for Shares, or, if so specified in the notice of
exercise and election, not to have been exercised to the extent
the election to receive cash is disapproved.
8.8. The maximum number of Shares of Common Stock
with respect to which Rights may be granted to any Employee
under this Plan during its term is 200,000 Shares.
<PAGE>9
9. Exercise
9.1. An Option or Right may, subject to the provisions
of the Agreement under which it was granted, be exercised in
whole or in part by the delivery to the Corporation of written
notice of the exercise, in such form as the Committee may
prescribe, accompanied, in the case of an Option, by full
payment for the Shares with respect to which the Option is
exercised, unless and to the extent that the Committee agreed
in the Agreement in which an Option was granted to accept a
promissory note as provided in Section 9.2 hereof.
9.2. To the extent permitted by applicable law, the
Committee may agree in the Agreement in which an Option is
granted to an Employee to accept as partial payment for the
Shares a promissory note of the Optionee evidencing his or her
obligation to make future cash payment thereof; provided, however,
that in no event may the Committee accept a promissory note for
an amount in excess of the difference between the aggregate Option Price
and the par value of the Shares. Promissory notes made pursuant to
this Section 9.2 shall be payable as determined by the
Committee, shall be secured by a pledge of the Shares and shall bear
interest at a rate fixed by the Committee.
10. Nontransferability
Options, Rights, Incentive Shares granted or awarded
under the Plan shall not be transferable otherwise than (A) by
will or the laws of descent and distribution, or (B) pursuant to a
qualified domestic relations order as defined in section 414(p)
of the Code, and an Option or Right may be exercised during his or
her lifetime only by the Optionee or, in the event of his or her
legal disability, by his or her legal representative. A Related Right
is transferable only when the Related Option is transferable and
only with the Related Option and under the same conditions.
11. Restricted Stock Awards
11.1. The Committee is hereby authorized to award
Shares of Restricted Stock to Employees.
11.2. Restricted Stock awards under the Plan shall
consist of Shares that are restricted against transfer, subject
to forfeiture, and subject to such other terms and conditions
intended to further the purposes of the Plan as may be determined by the
Committee. Such terms and conditions may provide, in the
discretion of the Committee, for the vesting of such awards to
be contingent upon the achievement of one or more specified
Performance Goals.
11.3. Restricted Stock awards shall be evidenced by
Agreements containing provisions setting forth the terms and
conditions governing such awards. Each such Agreement shall
contain the following:
<PAGE>10
(i) Prohibitions against the sale, assignment,
transfer, exchange, pledge, hypothecation, or other encumbrance
of (A) the Shares awarded as Restricted Stock under the Plan, (B)
the right to vote the Shares, or (C) the right to receive dividends
thereon in each case during the restriction period applicable to
the Shares; provided, however, that the Grantee shall have all the
other rights of a shareholder including, but not limited to, the right
to receive dividends and the right to vote the Shares;
(ii) At least one term, condition or restriction
constituting a "substantial risk of forfeiture" as defined in
section 83(c) of the Code;
(iii) Such other terms, conditions and restrictions
as the Committee in its discretion may specify (including,
without limitation, provisions creating additional substantial risks of
forfeiture);
(iv) A requirement that each certificate
representing Shares of Restricted Stock shall be deposited with
the Corporation, or its designee, and shall bear the following
legend:
"This certificate and the shares of stock
represented hereby are subject to the terms and
conditions (including the risks of forfeiture and
restrictions against transfer) contained in the Amended
and Restated S&T Bancorp, Inc. 1992 Incentive Stock
Plan, and an Agreement entered into between the
registered owner and S&T Bancorp, Inc. Release from
such terms and conditions shall be made only in
accordance with the provisions of the Plan and the
Agreement, a copy of each of which is on file in the
office of the Secretary of S&T Bancorp, Inc."
(v) The applicable period or periods of any
terms, conditions or restrictions applicable to the Restricted
Stock, provided, however, that the Committee in its discretion may
accelerate the expiration of the applicable restriction period
with respect to any part or all of the Shares awarded to a Grantee;
and
(vi) The terms and conditions upon which any
restrictions upon Shares of Restricted Stock awarded under the
Plan shall lapse and new certificates free of the foregoing
legend shall be issued to the Grantee or his or her legal
representative.
11.4. The Committee may include in an Agreement a
requirement that in the event of a Grantee's termination of
employment for any reason prior to the lapse of restrictions,
all Shares of Restricted Stock shall be forfeited by the Grantee to
the Corporation without payment of any consideration by the
Corporation, and neither the Grantee nor any successors, heirs,
assigns or personal representatives of the Grantee shall
thereafter have any further rights or interest in the Shares or
certificates.
<PAGE>11
11.5. The maximum number of Shares of Restricted
Stock that may be awarded to any Employee under this Plan during
its term is 200,000 Shares.
12. Incentive Share Awards
12.1. The Committee is hereby authorized to award
Incentive Shares to Employees.
12.2. Incentive Shares shall be Shares that shall be
issued at such times, subject to achievement of such Performance
Goals or other goals and on such other terms and conditions as
the Committee shall deem appropriate and specify in the Agreement
relating thereto.
12.3. The maximum number of Incentive Shares that
may be awarded to any Employee under this Plan during its term
is 200,000 Shares.
13. Capital Adjustments
The number and class of Shares subject to each
outstanding Option or Right or Restricted Stock or Incentive
Share award, the Option Price and the aggregate number and class of
Shares for which grants or awards thereafter may be made shall
be subject to reflect such events as stock dividends, stock splits,
adoption of stock rights plans, recapitalizations, mergers,
consolidations or reorganizations of or by the Corporation. The
adjustments made with respect to Nonstatutory Stock Options
granted pursuant to Article 7 hereof shall be equivalent to the
treatment accorded to holders of Common Stock.
14. Termination or Amendment
The Board shall have the power to terminate the Plan
and to amend it in any respect, provided that, after the Plan
has been approved by the shareholders of the Corporation, the Board
may not, without the approval of the shareholders of the
Corporation if such approval is then required by applicable law
or in order for the Plan to continue to satisfy the requirements of
Rule 16b-3 under the Exchange Act, amend the Plan so as to
increase the number of Shares that may be issued under the Plan
(except as provided in Article 13), to modify materially the
requirements as to eligibility for participation in the Plan, to
change the class of persons eligible to receive Incentive Stock
Options, or to increase materially the benefits accruing to participants
under the Plan. No amendment to the Outside Director Program shall be
made more frequently than once every six months, other than to
comport with changes in the Code or the rules thereunder. No
termination or amendment of the Plan shall, without his or her
consent, adversely affect the rights or obligations of any
Optionee or Grantee.
<PAGE>12
15. Modification, Extension and Renewal of Options, Rights,
Restricted Stock and Incentive Shares
Subject to the terms and conditions and within the
limitations of the Plan, the Committee may modify, extend or
renew outstanding Options and Rights, or accept the surrender of
outstanding options, rights and performance units (to the extent
not theretofore exercised) granted under the Plan or under any other
plan of the Corporation, a Subsidiary or a company or similar
entity acquired by the Corporation or a Subsidiary, and authorize the
granting of new Options and Rights pursuant to the Plan in
substitution therefor (to the extent not theretofore exercised),
and the substituted Options or Rights may specify a lower exercise
price than the surrendered options, rights and performance units, a
longer term than the surrendered options, rights and performance units
or have any other provisions that are authorized by the Plan.
Subject to the terms and conditions and within the limitations of the
Plan, the Committee may modify the terms of any outstanding Agreement
providing for awards of Restricted Stock or Incentive Shares.
Notwithstanding the foregoing, however, no modification of an
Option or Right granted under the Plan, or an award of
Restricted Stock or Incentive Shares, shall, without the consent of the
Optionee, or Grantee, alter or impair any of the Optionee's or
Grantee's rights or obligations.
16. Effectiveness of the Plan
The Plan and any amendments requiring shareholder
approval pursuant to Article 14 are subject to approval by vote
of the shareholders of the Corporation within 12 months after their
adoption by the Board. Subject to that approval, the Plan and
any amendments are effective on the date on which they are adopted
by the Board. Options, Rights, Restricted Stock and Incentive
Shares may be granted or awarded prior to shareholder approval of the
Plan or amendments, but each such Option, Right, Restricted
Stock or Incentive Share grant or award shall be subject to the
approval of the Plan or amendments by the shareholders. Except to the
extent required to satisfy the requirements of Rule 16b-3 under
the Exchange Act, the date on which any Option, Right, Restricted
Stock or Incentive Shares granted or awarded prior to
shareholder approval of the Plan or amendment is granted or awarded shall be
the Date of Grant for all purposes as if the Option, Right,
Restricted Stock or Incentive Shares had not been subject to
approval. No Option or Right may be exercised prior to such
shareholder approval, and any Restricted Stock or Incentive
Shares awarded shall be forfeited if such shareholder approval is not
obtained.
<PAGE>13
17. Term of the Plan
Unless sooner terminated by the Board pursuant to
Article 14, the Plan shall terminate on the date ten years after
its adoption by the Board, and no Options or Rights, Restricted
Stock or Incentive Shares may be granted or awarded after termination.
The termination shall not affect the validity of any Option,
Right, Restricted Stock or Incentive Shares outstanding on the date of
termination.
18. Indemnification of Committee
In addition to such other rights of indemnification as they
may have as Directors or as members of the Committee, the
members of the Committee shall be indemnified by the Corporation
against the reasonable expenses, including attorneys' fees,
actually and reasonably incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any
action taken or failure to act under or in connection with the Plan or
any Option, Right, Restricted Stock or Incentive Shares granted or
awarded hereunder, and against all amounts reasonably paid by
them in settlement thereof or paid by them in satisfaction of a
judgment in any such action, suit or proceeding, if such members
acted in good faith and in a manner which they believed to be
and not opposed to, the best interests of the Corporation.
19. General Provisions
19.1. The establishment of the Plan shall not confer
upon any Employee or Director any legal or equitable right
against the Corporation, any Subsidiary or the Committee, except as
expressly provided in the Plan.
19.2. The Plan does not constitute inducement or
consideration for the employment of any Employee or the service
of any Director, nor is it a contract between the Corporation or
any Subsidiary and any Employee or Director. Participation in the
Plan shall not give an Employee or Director any right to be retained
in the service of the Corporation or any Subsidiary.
19.3. The Corporation and its Subsidiaries may assume
options, warrants, or rights to purchase stock issued or granted
by other corporations whose stock or assets shall be acquired by
the Corporation or its Subsidiaries, or which shall be merged into
or consolidated with the Corporation. Neither the adoption of this
Plan, nor its submission to the shareholders, shall be taken to
impose any limitations on the powers of the Corporation or its
affiliates to issue, grant, or assume options, warrants, rights,
or restricted stock, otherwise than under this Plan, or to adopt
other stock option or restricted stock plans or to impose any
requirement of shareholder approval upon the same.
19.4. The interests of any Employee or Director under
the Plan are not subject to the claims of creditors and may not,
in any way, be assigned, alienated or encumbered except as provided
in Article 11.
19.5. The Plan shall be governed, construed and
administered in accordance with the laws of Pennsylvania and the
intention of the Corporation that Incentive Stock Options
granted under the Plan qualify as such under section 422 of the Code.
<PAGE>14
