<PAGE>
As filed with the Securities and Exchange Commission on December 9, 1994
Registration No. 33-55533
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
POSTEFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------
NORWEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 6711 41-0449260
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
612-667-1234
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Stanley S. Stroup
Executive Vice President and General Counsel Copy to:
Norwest Corporation H. Bernt von Ohlen
Norwest Center Norwest Corporation
Sixth and Marquette Norwest Center
Minneapolis, Minnesota 55479-1026 Sixth and Marquette
612-667-8858 Minneapolis, Minnesota
55479-1026
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
----------------
FIRST NATIONAL BANK OF KERRVILLE 1991 STOCK OPTION PLAN
(Full title of the plan)
----------------
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission by
the Registrant are incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K for the year ended December 31, 1993, as
amended by Form 10-K/A dated May 13, 1994;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1994, June 30, 1994, and September 30, 1994;
(c) Current Reports on Form 8-K dated February 15, 1994, July 21, 1994,
November 1, 1994, and November 15, 1994; and
(d) The descriptions of Norwest Corporation Common Stock and Series A
Junior Participating Preferred Stock Purchase Rights contained in
Registration Statements 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
descriptions.
All reports subsequently filed by the Registrant pursuant to Sections 13(a)
and (c) of the Exchange Act and any definitive proxy or information statements
filed pursuant to Section 14 of the Exchange Act in connection with any
subsequent stockholders' meeting and any reports filed pursuant to Section 15(d)
of the Exchange Act prior to the filing of a posteffective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof. 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 any other
subsequently filed document which 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock to which this Registration
Statement relates has been passed upon by Stanley S. Stroup, Executive Vice
President and General Counsel of the Registrant. At September 30, 1994, Mr.
Stroup was the beneficial owner of 107,193 shares and held options to acquire
207,410 additional shares of Common Stock of the Registrant.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes indemnification
of directors and officers of a Delaware corporation under certain circumstances
against expenses, judgments, and the like in connection with an action, suit, or
proceeding. Article Fourteenth of the Certificate of Incorporation of the
Registrant provides for broad indemnification of directors and officers of the
registrant. The Registrant also maintains insurance coverage relating to
certain liabilities of directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibits:
- ---------
99(b) -- First National Bank of Kerrville 1991 Stock Option Plan.
99(c) -- Form of Nonstatutory Stock Option Agreement.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period, in which offers or sales are being made, a
posteffective 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
posteffective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a posteffective 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;
II-2
<PAGE>
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such posteffective 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 posteffective amendment any of
the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer, or controlling person of the Registrant in the successful defense
of any action, suit, or proceeding) is asserted by such director, officer,
or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<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 posteffective
amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis, State of
Minnesota, on the 9th day of December, 1994.
NORWEST CORPORATION
By: /s/ Richard M. Kovacevich
-----------------------------------------
Richard M. Kovacevich
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this post-
effective amendment to the Registration Statement has been signed on the 9th
day of December, 1994, by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
<S> <C>
/s/ Richard M. Kovacevich President and Chief Executive Officer
- -------------------------- (Principal Executive Officer)
Richard M. Kovacevich
/s/ John T. Thornton Executive Vice President and Chief
- -------------------------- Financial Officer
John T. Thornton (Principal Financial Officer)
/s/ Michael A. Graf Senior Vice President and Controller
- -------------------------- (Principal Accounting Officer)
Michael A. Graf
DAVID A. CHRISTENSEN )
GERALD J. FORD )
PIERSON M. GRIEVE )
N. BERNE HART )
WILLIAM A. HODDER )
GEORGE C. HOWE )
LLOYD P. JOHNSON )
REATHA CLARK KING ) A majority of the
RICHARD M. KOVACEVICH ) Board of Directors*
RICHARD S. LEVITT )
RICHARD D. McCORMICK )
CYNTHIA H. MILLIGAN )
JOHN E. PEARSON )
STEPHEN E. WATSON )
MICHAEL W. WRIGHT )
- --------------------
</TABLE>
*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on his own behalf and on behalf of each of the other directors named
above pursuant to powers of attorney duly executed by such other persons.
/s/ Richard M. Kovacevich
--------------------------
Richard M. Kovacevich
Attorney-in-Fact
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Form of
Number Description Filing
- ------- ------------ ------------
<S> <C> <C>
99(b) First National Bank of Kerrville 1991 Stock Option Electronic
Plan. Transmission
99(c) Form of Nonstatutory Stock Option Agreement. Electronic
Transmission
</TABLE>
<PAGE>
EXHIBIT 99(b)
FIRST NATIONAL BANK OF KERRVILLE
1991 STOCK OPTION PLAN
I. PURPOSE OF THE PLAN
FIRST NATIONAL BANK OF KERRVILLE 1991 STOCK OPTION PLAN (the "Plan") is
intended to provide a means whereby certain employees of First National Bank of
Kerrville, a national bank (the "Company"), may develop a sense of
proprietorship and personal involvement in the development and financial success
of the Company, and to encourage them to remain with and devote their best
efforts to the business of the Company, thereby advancing the interests of the
Company and its shareholders. Accordingly, the Company may grant to certain
employees the option ("Option") to purchase shares of the common stock of the
Company ("Stock"), as hereinafter set forth. Options granted under the Plan may
be either incentive stock options, within the meaning of section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code") ("Incentive Stock
Options"), or options which do not constitute Incentive Stock Options
("Nonstatutory Stock Options").
II. ADMINISTRATION
The Plan shall be administered by the Company's Board of Directors (the
"Board") or by a committee appointed by the Board (the "Committee"). A majority
of the members of the Board or all members of the Committee shall not be
eligible, and shall not at any time within one year prior to their appointment
to the Board or the Committee have been eligible, to participate in the Plan or
in any other stock plan of the Company or any of its affiliates. The Board or
the Committee shall have sole authority to select the individuals who are to be
granted Options from among those eligible hereunder and to establish the number
of shares which may be issued under each Option. The Board or the Committee is
authorized to interpret the Plan and may from time to time adopt such rules and
regulations, consistent with the provision of the Plan, as it may deem advisable
to carry out the Plan. All decisions made by the Board or the Committee in
selecting the individuals to whom Options shall be granted, in establishing the
number of shares which may be issued under each Option, and in construing the
provision of the Plan shall be final.
<PAGE>
III. OPTION AGREEMENTS
Each Option shall be evidenced by an Option Agreement and shall
contain such terms and conditions, and may be exercisable for such periods, as
may be approved by the Board. The terms and conditions of the respective Option
Agreements need not be identical. Each Option and all rights granted thereunder
shall not be transferable other than by will or the laws of descent and
distribution, and shall be exercisable during the optionee's lifetime only by
the optionee or the optionee's guardian or legal representative.
IV. ELIGIBILITY OF OPTIONEE
Options may be granted only to individuals who are key employees
(including officers and directors who are also key employees) of the Company or
any parent or subsidiary corporation (as defined in section 424 of the Code) of
the Company at the time the Option is granted. Options may be granted to the
same individual on more than on occasion. No Incentive Stock Option shall be
granted to an individual if, at the time the Option is granted, such individual
owns stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of its parent or subsidiary corporation,
within the meaning of section 422(b)(6) of the Code, unless (i) at the time such
Option is granted the option price is at least 110% of the fair market value of
the Stock subject to the Option and (ii) such Option by its terms is not
exercisable after the expiration of five years from the date of grant. To the
extent that the aggregate fair market value (determined at the time the
respective Incentive Stock Option is granted) of stock with respect to which
Incentive Stock Options granted after 1986 are exercisable for the first time by
an individual during any calendar year under all incentive stock option plans of
the Company and its parent and subsidiary corporations exceeds $100,000, such
Incentive Stock Options shall be treated as options which do not constitute
Incentive Stock Options. The Board shall determine, in accordance with
applicable provisions of the Code and Treasury Regulations, which of an
optionee's Incentive Stock Option will not constitute Incentive Stock Options
because of such limitation and shall notify the optionee of such determination
as soon as practicable after such determination.
<PAGE>
V. SHARES SUBJECT TO THE PLAN
The aggregate number of shares which may be issued under Options
granted under the Plan shall not exceed _________ shares of Stock. Such shares
may consist of authorized but unissued shares of Stock or previously issued
shares of Stock reacquired by the Company. Any of such shares which remain
unissued and which are not subject to outstanding Options at the termination of
the Plan shall cease to be subject to the Plan, but until termination of the
Plan, the Company shall at all times make available a sufficient number of
shares to meet the requirements of the Plan. Should any Option hereunder expire
or terminate prior to its exercise in full, the shares theretofore subject to
such Option may again be subject to an Option granted under the Plan. The
aggregate number of shares which may be issued under the Plan shall be adjusted
to reflect a change in the capitalization of the Company such as a stock
dividend or stock split. Exercise of an Option in any manner shall result in a
decrease in the number of shares of Stock which may thereafter be available,
both for purposes of the Plan and for sale to any one individual, by the number
of shares as to which the Option is exercised. Separate stock certificates
shall be issued by the Company for those shares acquired pursuant to the
exercise of an Incentive Stock Option and for those shares acquired pursuant to
the exercise of a Nonstatutory Stock Option.
VI. OPTION PRICE
The purchase price of Stock issued under each Option shall be
determined by the Board, but in the case of an Incentive Stock Option shall not
be less than the fair market value (as determined by the Board) of the Stock
subject to the Option on the date the Option is granted.
VII. TERM OF PLAN
The Plan shall be effective upon the date of its adoption by the
Board, provided the Plan is approved by the shareholders of the Company within
twelve months thereafter. Except with respect to Options then outstanding, if
not sooner terminated under the provision of Paragraph IX, the Plan shall
terminate upon and no further Options shall be granted after the expiration of
ten years from the date of its adoption by the Board.
<PAGE>
VIII. RECAPITALIZATION OR REORGANIZATION
(a) The existence of the Plan and the Options granted hereunder shall
not affect in any way the right or power of the Board or the shareholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or its business, any merger or
consolidation of the Company, any issue of debt or equity securities ahead of or
affecting Stock or the rights thereof, the dissolution or liquidation of the
Company or any sale, lease, exchange or other disposition of all or any part of
its assets or business, or any other corporate act or proceeding.
(b) The shares with respect to which Options may be granted are
shares of Stock as presently constituted, but if, and whenever, prior to the
expiration of an Option theretofore granted, the Company shall effect a
subdivision or consolidation of shares of Stock or the payment of a stock
dividend on Stock without receipt of consideration by the Company, the number of
shares of Stock with respect to which such Option may thereafter be exercised
(i) in the event of an increase in the number of outstanding shares shall be
proportionately increased, and the purchase price per share shall be
proportionately reduced, and (ii) in the event of a reduction in the number of
outstanding shares shall be proportionately reduced, and the purchase price per
share shall be proportionately increased.
(c) If the Company recapitalizes or otherwise changes its capital
structure, thereafter upon any exercise of an Option theretofore granted the
optionee shall be entitled to purchase under such Option, in lieu of the number
of shares of Stock as to which such Option shall then be exercisable, the number
and class of shares of stock and securities to which the optionee would have
been entitled pursuant to the terms of the recapitalization if, immediately
prior to such recapitalization, the optionee had been the holder of record of
the number of shares of Stock as to which such Option is then exercisable. If
(i) the Company shall not be the surviving entity in any merger or consolidation
(or survives only as a subsidiary of another entity), (ii) the Company is to
dispose of all or substantially all of its assets to any other person or entity
(other than a wholly-owned subsidiary), (iii) the Company is to be liquidated,
(iv) any person or entity (including a "group" as contemplated by Section
13(d)(3) of the Securities Exchange Act of 1934 (the "1934 Act"), not having
such ownership at the time of adoption of this Plan, acquires or gains ownership
or control (including, without limitation, power to vote) of more than 50% of
the outstanding shares of Stock, (v) as a result of or in connection with a
contested election of directors, the persons who
<PAGE>
were directors of the Company before such election shall cease to constitute a
majority of the Board (each such event is referred to herein as a "Corporate
Change"), then effective as of a date selected by the Board within (a) ten days
after the approval by the shareholders of the Company of such merger,
consolidation, disposition or liquidation or such election of directors or (b)
thirty days of such change of control, the Board (which for purposes of the
Corporate Changes described in (iv) and (v) above shall be the Board as
constituted prior to the occurrence of such Corporate Change), acting in its
sole discretion without the consent or approval of any optionee and
notwithstanding any other provision of the Plan, shall effect one or more of the
following alternatives, which may vary among individual optionees: (1)
accelerate the time at which Options then outstanding may be exercised so that
such Options may be exercised in full for a limited period of time on or before
a specified date (before or after such Corporate Change) fixed by the Board,
after which specified date all unexercised Options and all rights of optionees
thereunder shall terminate, (2) require the mandatory surrender to the Company
by selected optionees of some or all of the outstanding Options held by such
optionees (irrespective or whether such Options are then exercisable under the
provisions of the Plan) as of a date, before or after such Corporate Change,
specified by the Board, in which event the Board shall thereupon cancel such
Options and the Company shall pay to each optionee an amount of cash equal to
the excess of the amount calculated in Subparagraph (d) below (the "Change of
Control Value") of the shares subject to such Option over the aggregate option
price of such shares, (3) make such adjustments to Options then outstanding as
the Board deems appropriate to reflect such Corporation Change (provided,
however, that the Board, in its sole discretion, may determine that no
adjustment is necessary to Options then outstanding), or (4) provide that
thereafter upon any exercise of an Option theretofore granted the optionee shall
be entitled to purchase under such Option, in lieu of the number of shares of
Stock as to which such Option shall then be exercisable, the number and class of
shares of stock or other securities or property to which the optionee would have
been entitled pursuant to such merger, consolidation, disposition or liquidation
if, immediately prior to such merger, consolidation, disposition or liquidation,
the optionee had been the holder of record of the number of shares of Stock as
to which such Option is then exercisable.
(d) For the purposes of clause (2) in Subparagraph (c) above, the
Change of Control Value shall equal the amount determined in clause (i), (ii) or
(iii), whichever is applicable, as follows: (i) the per share price offered to
shareholders of the Company in any such merger, consolidation, disposition or
liquidation
<PAGE>
transaction, (ii) the price per share offered to shareholders of the Company in
any tender offer or exchange offer pursuant to which a Corporate Change takes
place, or (iii) if such Corporate Change occurs other than pursuant to a tender
offer or exchange offer, the fair market value per share of the shares into
which such Options being surrendered are exercisable, as determined by the Board
as of the date determined by the Board to be the date of cancellation and
surrender of such Options. In the event that the consideration offered to
shareholders of the Company in any transaction described in this Subparagraph
(d) or Subparagraph (c) above consists of anything other than cash, the Board
shall determine the fair cash equivalent of the portion of the consideration
offered which is other than cash.
(e) Any adjustment provided for in Subparagraphs (b) or (c) above
shall be subject to any required shareholder action.
(f) Except as hereinbefore expressly provided, the issuance by the
Company of shares of stock of any class or securities convertible into shares of
stock of any class, for cash, property, labor or services, upon direct sale,
upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, and in any case whether or not for fair value, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Stock subject to Options theretofore granted or the purchase
price per share.
IX. AMENDMENT OR TERMINATION OF THE PLAN
The Board in its discretion may terminate the Plan at any time with
respect to any shares for which Options have not theretofore been granted. The
Board shall have the right to alter or amend the Plan or any part thereof from
time to time; provided, that no change in any Option theretofore granted may be
made which would impair the rights of the optionee without the consent of such
optionee; and provided, further, that the Board may not make any alteration or
amendment which would materially increase the benefits accruing to participants
under the Plan, increase the aggregate number of shares which may be issued
pursuant to the provisions of the Plan, change the class of employees eligible
to receive Options under the Plan or extend the term of the Plan, without the
approval of the shareholders of the Company.
<PAGE>
X. SECURITIES LAWS
The Company shall not be obligated to issue any Stock pursuant to any
Option granted under the Plan at any time when the shares covered by such Option
have not been approved for issuance in accordance with such laws, rules or
regulations as the Company or the Board deems applicable or, in the opinion of
legal counsel for the Company, there is an exemption from the applicability of
such laws, rules or regulations available for the issuance and sale of such
shares.
<PAGE>
EXHIBIT 99(c)
NONSTATUTORY STOCK OPTION AGREEMENT
Agreement made this ______ day of _________________, 199__, between First
National Bank of Kerrville, a national bank (the "Company"), and
______________________________ ("Employee").
To carry out the purposes of the First National Bank of Kerrville 1991
Stock Option Plan (the "Plan") by affording Employee the opportunity to purchase
shares of the common stock of the Company ("Stock"), the Company and Employee
hereby agree as follows:
1. Grant of Option. The Company hereby irrevocably grants to Employee the
right and option ("Option") to purchase all or any part of an aggregate of
________ shares of stock, on the terms and conditions set forth herein and in
the Plan which is incorporated herein by reference as a part of this Agreement.
This Option shall not be treated as an incentive stock option within the meaning
of section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code").
2. Purchase Price. The purchase price of Stock purchased pursuant to the
exercise of this Option shall be $________ per share.
3. Exercise of Option. Subject to the earlier expiration of this Option
as herein provided, this Option may be exercised, by written notice to the
Company, at any time and from time to time on or after the date of grant hereof,
for any or all of the aggregate number of shares offered by this Option.
This Option is not transferable by Employee otherwise than by will or the
laws of descent and distribution, and may be exercised only by Employee during
Employee's lifetime and while Employee remains an employee of the Company,
except that:
(a) If Employee's employment with the Company is terminated by the Company
other than for cause, this Option may be exercised by Employee (or his
estate or the person who acquires this Option by will or the laws of
descent and distribution) for any or all of the aggregate number of
shares offered by this Option at any time during the period of three
months following such termination. As used herein "for cause" shall
mean (i) dishonesty by Employee or misappropriation of funds or
property of the Company by Employee, (ii) willful breach by Employee
of his duties resulting in material adverse consequences to the
Company, or (iii) conduct on the part of Employee which would be
materially adverse to the interests of the Company.
<PAGE>
(b) If Employee's employment with the Company terminates by reason of
disability (within the meaning of section 22(e)(3) of the Code), this
Option may be exercised by Employee (or his estate or the person who
acquires this Option by will or the laws of descent and distribution)
for any or all of the aggregate number of shares offered by this
Option at any time during the period of one year following such
termination.
(c) If Employee dies while in the employ of the Company, Employee's
estate, or the person who acquires this Option by will or the laws of
descent and distribution, may exercise this Option for any or all of
the aggregate number of shares offered by this Option at any time
during the period of one year following the date of Employee's death.
If Employee's employment with the Company terminates for any reason other than
as described in (a), (b) or (c) above, this Option (to the extent not exercised
prior thereto) shall terminate as of the date Employee's employment so
terminates. This Option shall not be exercisable in any event after the
expiration of ten years from the date of grant hereof. The purchase price of
shares as to which this Option is exercised shall be paid in full at the time of
exercise in cash (including check, bankdraft or money order payable to the order
of the Company). Unless and until a certificate or certificates representing
such shares shall have been issued by the Company to Employee, Employee (or the
person permitted to exercise this Option in the event of Employee's death) shall
not be or have any of the rights or privileges of a shareholder of the Company
with respect to shares purchasable upon an exercise of this Option.
4. Securities Laws Representations. Employee understands that at the
time of exercise of this Option Employee (or the person permitted to exercise
this Option in the event of Employee's death or incapacity), if requested by the
Company to do so, will execute and deliver to the Company in writing an
agreement containing such provisions as the Company may require to assure
compliance with applicable securities laws.
Employee agrees that the shares of Stock which Employee may acquire by
exercising this Option shall be acquired for investment without a view to
distribution and will not be sold or otherwise disposed of in any manner which
would constitute a violation of any applicable securities laws, whether federal
or state.
In addition, Employee agrees (i) that the certificates representing the
shares of Stock purchased under this Option may bear such legend or legends as
the Committee deems appropriate in order to assure compliance with applicable
securities laws, (ii) that the Company may refuse to register the transfer of
the shares
<PAGE>
of Stock purchased under this Option on the stock transfer records of the
Company if such proposed transfer would in the opinion of counsel satisfactory
to the Company constitute a violation of any applicable securities law and (iii)
that the Company may give related instructions to its transfer agent, if any, to
stop registration of the transfer of the shares of Stock purchased under this
Option.
5. Withholding of Tax. To the extent that the exercise of this Option or
the disposition of shares of Stock acquired by exercise of this Option results
in compensation income to Employee for federal or state income tax purposes,
Employee shall deliver to the Company at the time of such exercise or
disposition such amount of money or shares of Stock as the Company may require
to meet its obligation under applicable tax laws or regulations, and, if
Employee fails to do so, the Company is authorized to withhold from any cash or
Stock remuneration then or thereafter payable to Employee any tax required to be
withheld by reason of such resulting compensation income. Upon an exercise of
this Option, the Company is further authorized in its discretion to satisfy any
such withholding requirement out of any cash or shares of Stock distributable to
Employee upon such exercise.
6. Employment Relationship. For purposes of this Agreement, Employee
shall be considered to be in the employment of the Company as long as Employee
remains an employee of either the Company, a parent or subsidiary corporation
(as defined in section 424 of the Code) of the Company, or a corporation or a
parent or subsidiary of such corporation assuming or substituting a new option
for this Option. Any question as to whether and when there has been a
termination of such employment, and the cause of such termination, shall be
determined by the Board of Directors of the employing corporation, and its
determination shall be final.
7. Consent of Employee. As a condition to the obligation of the Company
to issue shares upon an exercise of this Option, Employee and his spouse, if
requested by the Company to do so, shall execute and deliver to the Company a
Stockholder Agreement, in the form attached hereto as Exhibit A, relating to
outstanding shares of Stock.
8. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming under
Employee.
9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Employee has executed
this Agreement, all as of the day and year first above written.
FIRST NATIONAL BANK OF KERRVILLE
By:________________________________
___________________________________
Employee
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EXHIBIT A
FIRST NATIONAL BANK OF KERRVILLE
STOCKHOLDER AGREEMENT
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THIS AGREEMENT ("Agreement") is made and entered into by and between FIRST
NATIONAL BANK OF KERRVILLE (hereinafter called the "Bank") and the undersigned
holder of capital stock of the Bank (hereinafter referred to as the
"Stockholder"), effective as of ___________________, 19___, relative to the
Capital stock of the Bank.
In consideration of the mutual covenants and agreements contained herein,
and other good and valuable consideration, it is agreed by and between the Bank
and the Stockholder as follows:
SECTION 1. RESTRICTION ON TRANSFER. No shares of the capital stock of the
Bank (hereinafter referred to as "Stock"), or any interest in Stock, shall be
transferable or transferred, sold, pledged, encumbered or otherwise disposed of
by the Stockholder except as hereinafter provided.
SECTION 2. NOTICE. The Stockholder, prior to the intended disposition of
any Stock, shall give written notice to the Bank by postpaid registered mail,
which shall be effective on the day it is received by the Bank at its principal
office (hereinafter called "date of receipt") and in said notice shall offer to
sell and transfer such shares of Stock to the Bank and, subject only to the
legal right of the Bank and any required regulatory approval to acquire any of
such shares, the Bank shall purchase all of such shares of Stock at a price per
share equal to the value per share as determined in Section 4 hereof on or
before sixty (60) days after the date of receipt.
SECTION 3. TERMINATION OF ASSOCIATION WITH THE BANK OR DEATH OR INCAPACITY
OF STOCKHOLDER. Within thirty (30) days after the Stockholder shall cease for
any reason, whether voluntary or involuntary, including death or incapacity, to
be either an officer or director of the Bank, such Stockholder or the personal
representative(s) or heirs, as the case may be, shall offer for sale all of the
shares of Stock owned by such Stockholder to the Bank, and the Bank shall, to
the extent of its legally available funds and any required regulatory approval,
be obligated to purchase such shares of Stock at the value per share as
determined in Section 4 hereof.
SECTION 4. VALUE PER SHARE. The term "value per share" as used in this
Agreement shall mean the fair market value of a share of Stock as of the
approximate date of the event giving rise to the
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purchase of Stock, as determined by Arthur Andersen & Co., independent public
accountants, or, if for any reason they are unable or unwilling to act, then as
determined by such other party as the Bank and Stockholder or the personnel
representative(s) or heirs of the stockholder, as the case may be, shall
mutually select. In determining the fair market value of a share of Stock the
party making such determination shall consider the Bank's earnings, the value of
its net assets, the discount attributable to the minority interest represented
by the Stock and such other factors as such party deems relevant, and such
determination shall be conclusive and binding upon the parties.
SECTION 5. OTHER STOCKHOLDERS' RIGHTS. If the Bank does not have the
legal right to buy the Stock hereunder, then the other stockholders (the "Other
Stockholders") of the Bank shall have the right, but not the obligation, for a
period of thirty (30) days after the Bank's right and obligation expires to
purchase the Stock at the value per share as determined by Section 4 hereof.
SECTION 6. PAYMENT. Payment for Stock purchased hereunder by the Bank
shall be made in cash to the extent of any proceeds received by the Bank from
any key man life insurance policy held by the Bank on the life of Stockholder
and the balance, if any, shall, at the sole election of the Bank, be made in all
cash or not less than 33-1/3% in cash at the time of purchase with the balance
represented by a promissory note of the Bank payable in not more than three (3)
equal annual installments plus interest at the Bank's rate per annum equal to
the large business prime rate on ninety (90) day loans to large business with
the highest credit standing from time to time on the unpaid balance. Payment
for stock purchased hereunder by the Other Stockholders shall be made in all
cash.
SECTION 7. BANK'S INABILITY AND OTHER STOCKHOLDERS' REFUSAL TO PURCHASE
STOCK. If at the time the Bank is to purchase any shares of Stock, the Bank
does not have the legal right to do so and the Other Stockholders elect not to
do so, then the Stockholder shall have the right to sell, transfer and dispose
of any shares of Stock not purchased by the Bank or the Other Stockholders
without further compliance with the provisions of this Agreement.
SECTION 8. VOID AND PERMITTED TRANSFERS. (a) If any Stock shall be
disposed of otherwise than in accordance with the terms and conditions of this
Agreement, the Bank shall, instead of treating the transfer as a nullity, have
the right, exercisable at any time prior to the expiration of six (6) months
after the Bank receives written or other notice of such disposition, to purchase
such shares as if notice had been timely given as provided for herein. In
enforcing such right of purchase, the Bank may hold and refuse to transfer any
Stock, or any certificate therefor, tendered to it for transfer, in addition to,
and without prejudice to, any and all other rights or remedies which may be
available to it.
(b) Notwithstanding the provisions of Section 1 hereof, the
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Stock of the Bank may be transferred by the Stockholder to any other stockholder
of the Bank without compliance with the provisions of this Agreement, provided
such transferee agrees in writing to be bound by the provisions of this
Agreement with respect to such Stock so acquired.
SECTION 9. TAKE-ALONG RIGHTS. The Bank agrees that if the principal
stockholder (the "Principal Stockholder") of the Bank receives and accepts any
offer from a third party to purchase or otherwise acquire more than 50% of the
aggregate number of shares of the Bank outstanding, then the Stockholder shall
have the right to sell an equivalent percentage of the Stock owned by the
Stockholder to said third party on the same terms and conditions. Also, the
Stockholder agrees that if any offer is received by the Principal Stockholder
from a third party which requires the sale or disposition of all of the
outstanding shares of the Bank, then the Stockholder shall sell or dispose of
his Stock on the same terms and conditions as the Principal Stockholder may so
elect.
SECTION 10. ENDORSEMENT ON CERTIFICATES. The face or back of each
certificate representing Stock shall be surrendered to the Bank and endorsed as
follows:
"The sale and transfer of shares evidenced by this certificate is
subject to the restrictions, terms and conditions of a Stockholder
Agreement, and may not be transferred, sold or otherwise disposed of except
as provided therein. A counterpart of the Stockholder Agreement is on file
at the principal place of business of the Bank and is subject to the same
right of examination by a Stockholder of the Bank as are the books and
records of the Bank."
SECTION 11. COMMUNITY PROPERTY. The spouse of the undersigned Stockholder
joins in the execution of this Agreement and does hereby give her consent hereto
and agrees that all right, title and interest, if any, that she has or might be
entitled to in the shares of Stock owned by her spouse, including her community
property interest, shall be subject to the terms and conditions of this
Agreement. In the event of the death of the Stockholder's spouse having a
community interest in the Stock or in the event of the divorce or separation of
the Stockholder from his spouse under which by judicial decree the Stockholder
is required to transfer all or part of his Stock to his spouse, then the
Stockholder shall have the right to purchase the Stock for a period of sixty
(60)days from the date of death of his spouse or the judicial decree requiring
transfer of part of his Stock to his spouse at its value per share as determined
in Section 4 hereof and, if not so purchased by him, then the Bank shall have
the right and the obligation to purchase such Stock from the Stockholder's
spouse at its value per share as determined in Section 4 hereof. Payment for
shares of Stock purchased by the Bank under this Section may be made as provided
in Section 6 hereof.
SECTION 12. AMENDMENTS. This Agreement may not be amended or terminated
except by the written consent of each of the parties hereto.
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SECTION 13. GOVERNING LAW. This Agreement shall be governed by the laws
of the State of Texas.
SECTION 14. EFFECT OF AGREEMENT. This Agreement shall be binding upon
each of the undersigned and their respective heirs, successors and assigns.
WITNESS OUR HANDS, effective as of the date first above written.
THE FIRST NATIONAL BANK
OF KERRVILLE
By______________________________
Name:_________________________
Title:________________________
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STOCKHOLDER
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SPOUSE OF STOCKHOLDER
JOINDER BY PRINCIPAL STOCKHOLDER
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The undersigned, being the Principal Stockholder referred to in Section 9,
for good and valuable consideration, the receipt of which is hereby
acknowledged, hereby agrees to the provisions in said Section 9.
_______________________________
F. O. GRIFFIN
