As filed with the Securities and Exchange Commission on April 11, 1996
Registration No. 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
F&M BANCORP
(Exact name of registrant as specified in its charter)
110 Thomas Johnson Drive
Frederick, Maryland 21705
Maryland (Address of principal 52-1316473
(State or other executive offices) (I.R.S.
jurisdiction of Employer
incorporation or Identification
organization) No.)
F&M BANCORP
1995 STOCK OPTION PLAN
(Full title of the plan)
Copy to:
GORDON M. COOLEY, ESQ. JAMES J. WINN, JR., ESQ.
F&M Bancorp Piper & Marbury L.L.P.
110 Thomas Johnson Drive 36 South Charles Street
Frederick, Maryland 21705 Baltimore, Maryland 21201
(301) 694-4000 (410) 539-2530
(Name, address and telephone number,
including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C> <C>
Title of Amount Proposed maxi- Proposed maxi- Amount of
securities to to be mum offering mum aggregate registration
be registered registered price per share offering price fee
- ------------- ---------- --------------- -------------- ---
Common Stock (par
value $5.00 per share) 157,500 $27.75 $4,370,625 $1,507.11*
- --------------------------------------------------------------------------------
</TABLE>
*Computed in accordance with Rule 457(c) based on the closing price of the
registrant's common stock on April 5, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
----------------------------------------
The following documents have been filed by F&M Bancorp (the "Company")
with the Securities and Exchange Commission and are incorporated herein by
reference: (a) Annual Report on Form 10-K for the year ended December 31, 1995;
and (b) the description of the Company's capital stock contained in its
Registration Statement on Form 8-B as amended by Form 8 dated April 9, 1991
(file number 0-12638).
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. The documents required to be 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 required].
--------------------------
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
---------------------------------------
Certain legal matters in connection with the issuance of the Common
Stock offered by this Registration Statement are being passed upon for the
Company by Piper & Marbury L.L.P. of Baltimore, Maryland.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------------------------------------------
(a) Section 2-418 of the Corporations and Associations Article of the
Annotated Code of Maryland permits a corporation to indemnify its present and
former directors, among others, against judgments, penalties, fines, settlements
and reasonable expenses actually incurred by them in connection with any
proceeding to which they may be made a party by reason of their services in
those or other capacities, unless it is established that (a) the act or omission
of the director or officer was material to the matter giving rise to such
proceeding and (i) was committed in bad faith or (ii) was the result of active
-1-
<PAGE>
and deliberate dishonesty; or (b) the director or officer actually received an
improper personal benefit in money, property, or services; or (c) in the case of
any criminal proceeding, the director or officer had reasonable cause to believe
that the act or omission was unlawful. Maryland law permits a corporation to
indemnify a present and former officer to the same extent as a director, and to
provide additional indemnification to an officer who is not also a director. In
addition, Section 2-418(f) of the Corporations and Associations Article of the
Annotated Code of Maryland permits a corporation to pay or reimburse, in advance
of the final disposition of a proceeding, reasonable expenses (including
attorney's fees) incurred by a present or former director or officer made a
party to the proceeding by reason of his service in that capacity, provided that
the corporation shall have received (a) a written affirmation by the director or
officer of his good faith belief that he has met the standard of conduct
necessary for indemnification by the corporation; and (b) a written undertaking
by or on his behalf to repay the amount paid or reimbursed by the corporation if
it shall ultimately be determined that the standard of conduct was not met.
The Registrant has provided for indemnification of directors, officers,
employees, and agents in Article Eighth, Section (5) of its charter, as amended.
This provision reads as follows:
(5) The Corporation shall indemnify (a) its directors to the full
extent provided by the general laws of the State of Maryland now or
hereafter in force, including the advance of expenses under the
procedures provided by such laws; (b) its officers to the same extent
it shall indemnify its directors; and (c) its officers who are not
directors to such further extent as shall be authorized by the Board of
Directors and be consistent with law. The foregoing shall not limit the
authority of the Corporation to indemnify other employees and agents
consistent with law.
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
Securities 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 of 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.
(b) Under Maryland law, a corporation is permitted to limit by
provision in its articles of incorporation the liability of directors and
officers, so that no director or officer of the corporation shall be liable to
the corporation or to any stockholder for money damages except to the extent
that (i) the director or officer actually received an improper benefit in money,
property, or services, for the amount of the benefit or profit in money,
property or services actually received, or (ii) a judgment or other final
adjudication adverse to the director or officer is entered in a proceeding based
on a finding in the proceeding that the director's or officer's action, or
-2-
<PAGE>
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding.
The Registrant has limited the liability of its directors and officers
for money damages in Article Eighth, Section (6) of its charter, as amended.
This provision reads as follows:
(6) To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, no director or officer of
this Corporation shall be personally liable to the Corporation or its
stockholders for money damages. No amendment of the charter of the
Corporation or repeal of any of its provisions shall limit or eliminate
the benefits provided to directors and officers under this provision
with respect to any act or omission which occurred prior to such
amendment or repeal.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not
------------------------------------
applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
5 Opinion of Piper & Marbury L.L.P.(contains Consent of Counsel).
10.1 1995 Stock Option Plan of the Company (including Form of Non-
Qualified Stock Option Agreement).
23.1 Consent of Counsel (contained in Exhibit 5).
23.2 Consent of Independent Accountants (incorporated by reference
from Annual Report on Form 10-K).
24 Power of Attorney.
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 this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of Securities Act of 1933;
-3-
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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 the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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.
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Frederick, and the State of Maryland on this 5th day
of April, 1996.
F&M BANCORP
By: /s/ Charles W. Hoff, III
------------------------
Charles W. Hoff, III
Chairman of the Board
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 date indicated.
Principal Executive Officer:
/s/ Charles W. Hoff, III Chairman of the Board Date: April 5, 1996
- ------------------------ and Chief Executive Officer
Charles W. Hoff, III
Principal Executive Officer:
/s/ Faye E. Cannon President and Chief Date: April 5, 1996
- ------------------ Operating Officer
Faye E. Cannon
Principal Financial and Accounting Officer:
/s/ Kenneth M. Sabanosh Vice President and Date: April 5, 1996
- ----------------------- Treasurer
Kenneth M. Sabanosh
A Majority of the Board of Directors:
Charles W. Hoff, III; R. Carl Benna; John D. Brunk; Beverly B. Byron; Faye
E. Cannon; Martha E. Church, Ph.D.; Albert H. Cohen; George B. Delaplaine, Jr.;
Maurice A. Gladhill; Robert K. Moler; Charles A. Nicodemus; H. Deets Warfield,
Jr.; John C. Warfield; and Thomas R. Winkler
By: /s/ Charles W. Hoff, III For himself Date: April 5, 1996
------------------------- and as Attorney-in-Fact
Charles W. Hoff, III
-5-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5 Opinion of Piper & Marbury L.L.P. (contains
Consent of Counsel).
10.1 1995 Stock Option Plan of the Company
(including Form of Non-Qualified Stock Option Agreement).
23.1 Consent of Counsel (contained in Exhibit 5).
23.2 Consent of Independent Accountants (incorporated by reference
from Annual Report on Form 10-K).
24 Power of Attorney.
-6-
<PAGE>
5 Opinion of Piper & Marbury L.L.P. (contains Consent of Counsel).
-1-
<PAGE>
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
Baltimore, Maryland 21201-3018
410-539-2530 WASHINGTON WASHINGTON
FAX: 410-539-0489 NEW YORK NEW YORK
PHILADELPHIA
EASTON
LONDON
April 8, 1996
F&M Bancorp
110 Thomas Johnson Drive
Frederick, Maryland 21705
Registration Statement on Form S-8
----------------------------------
Dear Sirs:
We have acted as counsel for F&M Bancorp, a Maryland corporation (the
"Company"), in connection with a Registration Statement on Form S-8 which was
filed by the Company under the Securities Act of 1933, as amended, (the
"Registration Statement"), and which registers 157,500 shares of the Common
Stock of the Company (the "Shares") to be issued pursuant to the Company's 1995
Stock Option Plan (the "Plan").
In this capacity, we have examined the Registration Statement (and all
amendments thereto), the Charter and By-Laws of the Company, the Plan, the
proceedings of the Board of Directors of the Company relating to the issuance of
the Shares to be issued pursuant to the Plan, a Certificate of the Secretary of
the Company dated April 8, 1996, and such other statutes, certificates,
instruments and documents relating to the Company and matters of law as we have
deemed necessary to the issuance of this opinion. In such examination, we have
assumed, without independent investigation, the genuineness of all signatures,
the legal capacity of all individuals who have executed any of the aforesaid
documents, the authenticity of all documents submitted to us as originals, the
conformity with originals of all documents submitted to us as copies (and the
authenticity of the originals of such copies), and all public records reviewed
are accurate and complete. As to factual matters, we have relied on the
Certificate of the Secretary and have not independently verified the matters
stated therein.
Based upon the foregoing, we are of the opinion and advise you that the
Shares to be issued by the Company pursuant to the Plan have been duly and
validly authorized and, when issued and delivered as contemplated in the
Registration Statement and in accordance with the Plan, will be validly issued,
fully paid, and non-assessable.
<PAGE>
Piper & Marbury
L.L.P.
F&M Bancorp
April 8, 1996
Page 2
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm and to our opinion in
the Registration Statement.
Very truly yours,
/s/ Piper & Marbury L.L.P.
<PAGE>
10.1 1995 Stock Option Plan of the Company (including Form of Non-Qualified
Stock Option Agreement).
<PAGE>
F&M BANCORP
1995 STOCK OPTION PLAN
1. PURPOSES OF THE PLAN:
---------------------
To advance the interests of the Corporation and its
subsidiaries by assisting in attracting and retaining qualified employees and
providing them with increased motivation to exert their best efforts on behalf
of the Corporation and its subsidiaries.
2. ADMINISTRATION:
---------------
The Plan shall be administered by a committee (the
"Committee") consisting of not less than three directors of the Corporation to
be appointed by and to serve during the pleasure of the Board of Directors. The
Committee shall consist only of "disinterested persons" as that term is defined
in Rule 16b-3 of the Securities Exchange Act of 1934 (the "Exchange Act"). None
of the Committee members shall be eligible to participate in the Plan nor,
during one year prior to service as a member of the Committee, shall have been
granted or awarded equity securities pursuant to the Plan or any other plan of
the Corporation or any of its affiliates except as permitted by Rule 16b-3 under
the Exchange Act. The Committee shall select the particular employees to receive
options from among the senior management of the Corporation and its subsidiaries
and shall make all decisions concerning the timing, pricing and amount of
options to be granted. The Committee shall have full power to construe and
interpret the Plan and to promulgate such regulations with respect to the Plan
as it may deem desirable. The Committee shall report its deliberations to the
Board of Directors.
3. STOCK SUBJECT TO OPTION:
------------------------
The shares to be issued upon exercise of options to be granted
under the Plan shall be 157,500 shares of the Common Stock (par value $5.00 per
share) of the Corporation (the "Common Stock") to be authorized by stockholders
for issuance under the Plan. In addition, any shares of Common Stock remaining
available for grant under the Corporation's Restated 1983 Stock Option Plan or
that become available for grant under such plan shall be available for grant
under this Plan. If any unexercised option terminates for any reason, the shares
covered thereby shall become available for grant of an option again.
4. ELIGIBILITY:
------------
The individuals who shall be eligible to participate in the
Plan shall be such key employees (including officers and directors who are
employees) of the Corporation, or of any corporation (a "Subsidiary") in an
unbroken chain of corporations if, at the time of the granting of the option,
each of the corporations other than the last corporation in the unbroken chain
-1-
<PAGE>
owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one or more of the other corporations in such chain.
5. TERMS AND CONDITIONS OF OPTIONS:
--------------------------------
Options under this Plan are intended to be either incentive
options qualifying under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") or non-statutory options not qualifying under any section
of the Code as the Committee may recommend in its discretion from time to time.
All options granted under this Plan shall be issued upon such terms and
conditions as the Committee may recommend and the Board of Directors may approve
from time to time, subject to the following provisions (which shall apply to
both incentive and non-qualified stock options unless otherwise indicated):
(a) Option Price. The option price per share with
------ ------
respect to each option shall be not less than: (i) for
incentive stock options, 100% of the fair market value of the
Common Stock on the date the option is granted; and (ii) for
non-qualified stock options, 85% of the fair market value of
the Common Stock on the date the option is granted.
(b) Number of Options. No employee shall be granted
------------------
options for more than 5,000 shares of Common Stock in any one
year. The Corporation can grant an employee incentive stock
options to acquire Common Stock of any value, provided that
the fair market value (determined at the date of grant) of the
stock subject to one or more incentive stock options (under
this Plan and all other plans of the Corporation and its
subsidiaries) first exercisable in any one calendar year does
not exceed $100,000 (determined at the date of grant). If any
incentive stock option granted under this Plan would cause
such dollar limit to be exceeded, then the excess portion of
the incentive stock option shall become exercisable in the
next or succeeding calendar year in which its excercisability
would not violate the dollar limitation. No options may be
granted to any person who directly or indirectly owns
immediately prior to or immediately after the grant, in excess
of 10% of the Corporation's outstanding Common Stock. No
option shall be an incentive stock option unless so designated
by the Committee at the time of grant.
-2-
<PAGE>
(c) Exercise of Options.
--------------------
(i) Except as provided in paragraph (ii)
below, full payment for shares acquired shall be made in cash
or by certified check at or prior to the time that an option,
or any part thereof, is exercised. The participant will have
no rights as a stockholder until the certificate for those
shares as to which the option is exercised has been issued by
the Corporation. No option may be exercised during the first
year from the date of grant. Thereafter, options for 200
shares or less shall be exercisable in full. Options for more
than 200 shares shall be exercisable to the extent of 25%
after the expiration of one year from the date of grant, to
the extent of 50% after the expiration of two years from the
date of grant, to the extent of 75% after the expiration of
three years from the date of grant, and to the extent of 100%
after the expiration of four years from the date of grant. The
Committee may accelerate the time at which any option may be
exercised, and may impose resale restrictions on all or a
portion of the shares delivered upon exercise of any option.
(ii) In the discretion of the Committee, the
option price of an option may be payable through the delivery
of shares of Common Stock with a value equal to the option
price or in a combination of cash and Common Stock with a
value equal to the option price.
(d) Term of Option.
---------------
(i) No incentive stock option shall be
granted for a term of more than 10 years from the date such
option is granted.
(ii) No non-qualified stock option shall be
granted for a term of more than 10 years from the date such
option is granted.
(e) Termination of Employment. Each option, to the
--------------------------
extent that it shall not have been exercised, shall terminate
when the employment of the participant by the Corporation
terminates, unless the employment terminates because of
retirement, voluntary resignation with the consent of the
Board of Directors or because of death or total disability or
because of retirement under the Corporation's retirement plan.
If the employment terminates because of retirement under the
retirement plan of the Corporation or a subsidiary, the option
shall terminate upon the expiration of three months after the
-3-
<PAGE>
employment terminates in the case of incentive stock options
and upon the expiration of six months after the employment
terminates in the case of non-qualified stock options. If the
employment terminates because of voluntary resignation with
the consent of the Board of Directors, the option shall
terminate upon the expiration of three months after the
employment terminates. If the employment terminates because of
total disability, the option shall terminate upon the
expiration of one year after the employment terminates. If the
employment terminates because of death, the option shall
terminate upon its normal expiration date. Nothing in this
paragraph shall operate to extend the term of the option
beyond the term stated in the agreement granting the option or
to accelerate the period during which portions of the option
may be exercised.
(f) Option Nonassignable and Nontransferable. Each
------ ----------------- ----------------
option and all rights thereunder, including the right to
surrender the option, shall be nonassignable and
nontransferable other than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations
order as defined by the Code or Title I of the Employee
Retirement Income Security Act, or the rules thereunder. The
designation of a beneficiary by a participant in the Plan does
not constitute a transfer. Options shall be exercisable during
the optionee's lifetime only by the optionee or his or her
guardian or legal representative. Notwithstanding the
foregoing restrictions, in the event that Rule 16b-3
promulgated under the Securities Exchange Act of 1934 is
amended to permit further assignment or transfer of options,
such assignments or transfers shall be permissible under the
Plan.
6. SURRENDER OF OPTIONS FOR CASH:
------------------------------
Any option granted under the Plan may include a right to
surrender to the corporation up to 50% of the option to the extent then
exercisable and receive in exchange a cash payment equal to the excess of the
fair market value of the shares covered by the option or portion thereof
surrendered over the aggregate option price of such shares. For the purposes of
this paragraph, fair market value shall be determined by the Committee. Such
right may be granted by the Board of Directors upon recommendation of the
Committee concurrently with the option or thereafter by amendment upon such
terms and conditions as the Committee may recommend. Shares subject to an option
or portion thereof that have been so surrendered shall not thereafter be
available for option grants under the Plan. The Committee may from time to time
recommend to the Board of Directors the maximum amount of cash that may be paid
upon surrender of options in any year, may determine that, if the amount to be
received by any optionee is reduced in any year because of such limitation, all
-4-
<PAGE>
or a portion of the amount not paid may be paid in any subsequent year or years,
and may limit the right of surrender to certain periods during the year.
7. PAYROLL DEDUCTIONS:
-------------------
In the discretion of the Committee, there may be made
available to optionees an election for the payroll deduction each pay period
over the term of the option of amounts equal to the aggregate exercise price of
any or all of such options (and estimated federal income taxes thereon).
Interest will be paid on payroll deductions at rates prescribed from time to
time by the Board of Directors upon recommendation of the Committee.
8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION:
-------------------------------------------
If the outstanding shares of the Common Stock are increased,
decreased, or changed into, or exchanged for a different number or kind of
shares or securities of the Corporation, without receipt of consideration by the
Corporation, through reorganization, merger, statutory share exchange,
recapitalization, reclassification, stock split-up, stock dividend, stock
consolidation, or otherwise, an appropriate and proportionate adjustment shall
be made in the number and kind of shares as to which options may be granted. A
corresponding adjustment in the price per share allocated to unexercised
options, or portions thereof, which shall have been granted prior to any such
change shall likewise be made. Any such adjustment, however, in an outstanding
option shall be made without change in the total price applicable to the
unexercised portion of the option but with a corresponding adjustment in the
price for each share subject to the option. Adjustments under this section shall
be made by the Board of Directors, whose determination as to what adjustments
shall be made, and the extent thereof, shall be final and conclusive. No
fractional shares of Common Stock shall be issued under the Plan on account of
any such adjustment.
In the event of a reorganization, merger, consolidation, share
exchange, sale of substantially all of the assets, or any other form of
corporate reorganization in which the Corporation is not the surviving entity,
all options in effect at the time will terminate as of the effective date of the
transaction. The surviving entity in its absolute and uncontrolled discretion,
may tender an option or options to purchase shares on its terms and conditions,
both as to the number of shares or otherwise, which shall substantially preserve
the rights and benefits of any option then outstanding hereunder.
-5-
<PAGE>
9. OPTIONS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY OTHER
----------------------------------------------------------
CORPORATIONS:
------------
Options may be granted under the Plan from time to time in
substitution for stock options held by employees of corporations who become or
are about to become key employees of the Corporation or a subsidiary of the
Corporation as the result of a merger or consolidation of the employing
corporation with the Corporation or a subsidiary, or the acquisition by the
Corporation or a subsidiary of the assets of the employing corporation, or the
acquisition by the Corporation or a subsidiary of stock of the employing
corporation as the result of which it becomes a subsidiary of the Corporation.
The terms and conditions of the substitute options so granted may vary from the
terms and conditions set forth in paragraph 5 of this Plan to such extent as the
Board of Directors at the time of grant may deem appropriate to conform, in
whole or in part, to the provisions of the options in substitution for which
they are granted.
10. EFFECTIVE DATE OF THE PLAN:
---------------------------
The Plan shall become effective upon approval by the Board of
Directors, subject to approval by the stockholders of the Corporation.
11. TERMINATION DATE:
-----------------
No options may be granted under the Plan after December 31,
2000. Subject to Section 5(d), options granted before the termination date for
the Plan may extend beyond that date.
12. STOCK OPTION AGREEMENTS AND COMMON STOCK RECEIVED UPON EXERCISE:
---------------------------------------------------------------
(a) Stock Option Agreement. Options awarded to participants
under the Plan shall be evidenced by a stock option agreement (the "Agreement").
Each Agreement shall designate the number of shares of Common Stock to be
acquired by the participant upon exercise of the stock option and the price per
share at which the option may be exercised, subject to any adjustment as
provided herein. Each Agreement shall be executed by the Corporation and by the
participant, shall be binding upon each of them, and may be executed in separate
counterparts, each of which shall be deemed to be an original and all of which
taken together constitute one and the same agreement.
(b) Restriction on Exercise: The stock options granted
hereunder may not be exercised if the issuance of the Common Stock upon such
exercise or the method of payment of consideration for such Common Stock would
constitute a violation of any applicable federal or state securities or other
law or regulation. As a condition to the exercise of any stock option granted
hereunder, the Corporation may require the participant to make any
representation and warranty to the Corporation as may be required or advisable
under any applicable law or regulation.
-6-
<PAGE>
(c) Restricted Stock. If the shares of Common Stock that will
be received upon the exercise of stock options granted under the Plan have not
been registered under the Securities Act of 1933 or any applicable state
securities laws they will be restricted stock. The certificates representing
such shares of Common Stock will bear the following legend:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE (THE
"SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT") AND HAVE BEEN ISSUED PURSUANT TO EXCEPTIONS UNDER
THE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SHARES UNDER SUCH
ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNDER APPLICABLE STATE
SECURITIES LAWS OR UNLESS SOLD PURSUANT TO AND IN COMPLIANCE WITH RULE
144 OF SUCH ACT.
13. COMPLIANCE WITH LAWS AND REGULATIONS:
-------------------------------------
The grant, holding and vesting of all options under the Plan
shall be subject to any and all requirements and restrictions that may, in the
opinion of the Committee, be necessary or advisable for the purposes of
complying with any statute, rule or regulation of any governmental authority, or
any agreement, policy or rule of any stock exchange or other regulatory
organization governing any market on which the Common Stock is traded. The
Corporation may withhold or require payment for income and/or employment taxes
as required by law.
14. AMENDMENT OF THE PLAN:
----------------------
The Plan may be amended by the Board of Directors; however, no
amendment to the Plan materially increasing the benefits accruing to
participants or materially increasing the number of shares of Common Stock that
may be issued upon the exercise or surrender of stock options under the Plan
(except adjustments pursuant to the first paragraph of Section 8) or materially
modifying any requirements as to eligibility for participation in the Plan shall
be effective unless approved by the stockholders of the Corporation. No
amendment shall become effective without the prior approval of the stockholders
of the Corporation if stockholder approval would be required for continued
compliance with Rule 16b-3 of the Exchange Act or, with respect to incentive
stock options, with applicable provisions of the Code.
-7-
<PAGE>
15. MISCELLANEOUS:
--------------
(a) Expenses. The Corporation shall bear all expenses
and costs in connection with the administration of the Plan.
(b) Designation of Beneficiaries. A participant may
designate a beneficiary to receive any distribution under the Plan upon his or
her death.
(c) Applicable Law. The validity, interpretation and
administration of this Plan and any rules, regulations, determinations or
decisions made hereunder, and the rights of any and all persons having or
claiming to have any interest herein or hereunder, shall be determined
exclusively in accordance with the laws of the State of Maryland, without regard
to the choice of laws provisions thereof.
(d) Headings. The headings herein are for reference
purposes only and shall not affect the meaning or interpretation of the Plan.
(e) Notices. All notices or other communications made or given
pursuant to this Plan shall be in writing and shall be sufficiently made or
given if hand-delivered or mailed by certified mail, addressed to any
participant at the address contained in the records of the Corporation or to the
Corporation at its principal office.
(f) Federal Securities Law Requirement. Awards granted
hereunder shall be subject to all conditions required under Rule 16b-3 to
qualify the award for any exception from the provisions of Section 16(b) of the
of the Securities Exchange Act of 1934 available under that Rule.
-8-
<PAGE>
EXHIBIT A
F&M BANCORP
STOCK OPTION AGREEMENT
(Incentive Stock Options)
[Name of Optionee]
[Address of Optionee]
Dear [Name of Optionee]:
The Board of Directors of F&M Bancorp (the "Corporation") takes pleasure in
extending to you an option (this "Option") to purchase shares of Common Capital
Stock of the Corporation (the "Common Capital Stock"). This Option shall be
subject to the following terms and conditions:
(1) Number of Shares. This Option covers __________ shares of
-----------------
Common Capital Stock.
(2) Option Price. The option price for the Common Capital Stock
------ ------
covered by this Option shall be ________ per share.
(3) Exercise of Option. Full payment for shares acquired shall be
-------------------
made in cash or certified check at or prior to the time that
this Option, or any part thereof, is exercised. If this Option
covers 200 shares or less it may be exercised in full after
one year from the date hereof. If this Option covers more than
200 shares, it shall be exercisable to the extent of 25% of
the shares covered by this Option after the expiration of one
year from the date hereof, to the extent of 50% of the shares
covered by this Option after the expiration of two years from
the date hereof, to the extent of 75% of the shares covered by
this Option after the expiration of three years from the date
hereof, and to the extent of 100% of the shares covered by
this Option after the expiration of four years from the date
hereof.
(4) Term of Option. This Option expires ten years from the date
---------------
hereof.
(5) Termination of Employment. This Option, to the extent that it
--------------------------
shall not have been exercised, shall terminate when your
employment by the Corporation terminates, unless the
employment terminates because of retirement, voluntary
resignation with the consent of the Board of Directors or
because of death or incapacity of because of retirement under
the Corporation's retirement plan. If your employment
terminates because of retirement under the Corporation's
-9-
<PAGE>
retirement plan, this Option shall terminate upon the
expiration of three months after the employment terminates in
the case of incentive stock options and upon expiration of six
months after the employment terminates in the case of
non-qualified stock options. If your employment terminates
because of death, this option shall terminate upon expiration
of one year after the date of death. If your employment
terminates because of voluntary resignation with the consent
of the Board of Directors or because of incapacity, this
Option shall terminate upon the expiration of three months
after the employment terminates. However, nothing in this
paragraph shall operate to extend the term of this Option
beyond the term stated in paragraph (4) above or to accelerate
that period during which portions of this Option may be
exercised under paragraph (3) above.
(6) Option Non-Assignable and Non-Transferable. This Option and
------ ------------------ -----------------
all rights granted hereunder, including the right to surrender
the Option, shall be non-assignable and non-transferable other
than by will or the laws of descent and distribution and shall
be exercisable during your lifetime only by you or your
guardian or legal representative.
(7) Payroll Deductions. You may elect payroll deductions over the
-------------------
term of this Option of amounts equal to the aggregate exercise
price (and estimated federal income taxes thereon) for all or
any of the shares of Common Capital Stock covered by this
Option. Interest will be paid on payroll deductions at rates
prescribed from time to time by the committee.
(8) General. This Option is granted under and subject to the
provisions applicable to non-qualified stock options under the
Incentive Stock Option and Non-Qualified Stock Option Plan of
the Corporation.
-10-
<PAGE>
The enclosed copy of this Option should be signed by you, dated and
returned to the Corporation prior to ___________________ to acknowledge your
receipt of this Option and your approval of each of the terms and conditions
hereof. If this Option has not been accepted and approved by you in writing by
such date, this Option shall terminate.
Very truly yours,
F&M BANCORP
By:
-------------------
Faye E. Cannon
President
By:
-------------------
Gordon M. Cooley
Secretary
Accepted and Approved:
- -------------------
Employee
Dated:
-------------------
-11-
<PAGE>
23.2 Consent of Independent Accountants (incorporated by reference from Annual
Report on Form 10-K).
<PAGE>
24 Power of Attorney.
<PAGE>
F&M BANCORP
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and
officers of F&M Bancorp, a Maryland corporation, constitute and appoint Charles
W. Hoff, III, and Faye E. Cannon, or either of them, the true and lawful agents
and attorneys-in-fact of the undersigned with full power and authority in said
agents and attorneys-in-fact, and in any one or more of them, to sign for the
undersigned in their respective names as directors and officers of F&M Bancorp,
a Registration Statement on Form S-8 (or other appropriate form) to be filed
with the Securities and Exchange Commission under the Securities Act of 1933 and
any amendment or supplement to such registration statement relating to the sale
of common stock under the F&M Bancorp 1995 Stock Option Plan. We hereby confirm
all acts taken by such agents and attorneys-in-fact, or any one or more of them,
as herein authorized.
DATED: March 19, 1996
/s/ Charles W. Hoff, III
------------------------
Charles W. Hoff, III
Principal Executive Officer and Director
/s/ Faye E. Cannon
------------------------
Faye E. Cannon
Principal Executive Officer and Director
/s/ Kenneth M. Sabanosh
------------------------
Kenneth M. Sabanosh
Principal Financial and Accounting Officer
<PAGE>
F&M BANCORP
Power of Attorney
February 20, 1996 (Continued)
/s/ R. Carl Benna /s/ John D. Brunk
----------------- -----------------
R. Carl Benna John D. Brunk
/s/ Beverly B. Byron
----------------- -----------------
Beverly B. Byron Martha E. Church, Ph.D.
----------------- -----------------
/s/ Albert H. Cohen /s/ George B. Delaplaine, Jr.
Albert H. Cohen George B. Delaplaine, Jr.
----------------- -----------------
/s/ Maurice A. Gladhill Robert K. Moler
Maurice A. Gladhill
----------------- -----------------
/s/ Charles A. Nicodemus /s/ H. Deets Warfield, Jr.
Charles A. Nicodemus H. Deets Warfield, Jr.
/s/ Thomas R. Winkler
----------------- -----------------
John C. Warfield Thomas R. Winkler
<PAGE>
F&M BANCORP
Power of Attorney
March 19, 1996 (Continued)
----------------- -----------------
R. Carl Benna John D. Brunk
----------------- -----------------
Beverly B. Byron /s/ Martha E. Church, Ph.D.
Martha E. Church, Ph.D.
----------------- -----------------
Albert H. Cohen George B. Delaplaine, Jr.
----------------- -----------------
Maurice A. Gladhill /s/ Robert K. Moler
Robert K. Moler
- ----------------- -----------------
Charles A. Nicodemus H. Deets Warfield, Jr.
- ----------------- -----------------
/s/ John C. Warfield Thomas R. Winkler
John C. Warfield
