As Filed with the Securities and Exchange Commission
on October 26, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 25049
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Interstate/Johnson Lane, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 56-1470946
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Interstate Tower
PO Box 1012 28201-1012
Charlotte, North Carolina (Zip Code)
(Address of principal executive offices)
INTERSTATE/JOHNSON LANE, INC. RESTATED STOCK AWARD PLAN
OCTOBER 27, 1992
(Full title of the plan)
MICHAEL D. HEARN
Secretary
Interstate/Johnson Lane, Inc.
Interstate Tower
P.O. Box 1012
Charlotte, North Carolina 28201-1012
(Name and address of agent for service)
(704) 379-9000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate offering registration fee
share price
<S> <C> <C> <C> <C>
Common Stock,
par value $0.20 per 400,000 (1) 7.25(2) $2,900,000 $1,000.00
share</TABLE>
(1) The registrant has previously registered on registration statements
on Form S-8 (Nos. 33-25323 and 33-42743) 600,000 shares of Common
Stock for issuance under the Plan. This registration statement is
being filed to register additional shares of Common Stock for
issuance under the Plan.
(2) Represents the average of the high and low prices of the Common
Stock as reported in the consolidated reporting system on October
24, 1994.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The contents of the Registration Statement on Form S-8 (No. 33-
25323) filed on November 7, 1988 and the Registration Statement on Form S-8
(No. 33-42743) filed on September 13, 1991 are incorporated herein by
reference.
Item 4. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
4.1 Interstate/Johnson Lane, Inc. Restated Stock Award Plan, October 27, 1992.
4.2 Form of Restricted Stock Purchase Agreement to be used in conjunction with Restricted Stock Discount
Purchase Program.
23.1 Consent of Coopers & Lybrand L.L.P.
</TABLE>
<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 Charlotte, State of North
Carolina, on October 18, 1994.
INTERSTATE/JOHNSON LANE, INC.
BY: /s/ Parks H. Dalton
Parks H. Dalton, Chairman of the Board
of Directors and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Parks H. Dalton Chairman of the Board October 18, 1994
Parks H. Dalton of Directors, Chief Executive
Officer and Director
/s/ James H. Morgan President, Chief Operating October 18, 1994
James H. Morgan Officer and Director
/s/ Edward C. Ruff Vice President - Finance October 25, 1994
Edward C. Ruff (Principal Accounting and
Financial Officer) and Director
/s/ Richard S. Pechter Director October 25, 1994
Richard S. Pechter
/s/ Claude S. Abernathy, Jr. Director October 25, 1994
Claude S. Abernathy, Jr.
/s/ John B. Ellis Director October 25, 1994
John B. Ellis
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page No.
<S> <C> <S>
4.1 Interstate/Johnson Lane, Inc. Restated Stock Award Plan
October 27, 1992.
4.2 Form of Restricted Stock Agreement to be used in
conjunction with Restricted Stock Discount Purchase
Program.
23.1 Consent of Coopers & Lybrand L.L.P.
</TABLE>
EXHIBIT 4.1
<PAGE>
INTERSTATE/JOHNSON LANE, INC.
RESTATED STOCK AWARD PLAN
OCTOBER 27, 1992
ARTICLE I
PURPOSE, EFFECTIVE DATE; DEFINITIONS
1.1 Purpose. The Interstate/Johnson Lane, Inc. Restated
Stock Award Plan ("Restated Plan") is intended to secure for
Interstate/Johnson Lane, Inc. and its shareholders the benefits of the
incentive inherent in common stock ownership by the employees of the
Company who are largely responsible for the Company's future growth and
continued financial success and to afford such persons the opportunity
to obtain or increase a proprietary interest in the Company on a
favorable basis and, thereby, to have an opportunity to share in its
success.
1.2 Effective Date. Subject to the approval of the Board,
and of the Company's shareholders as provided in Section 7.9 below, this
Restated Plan shall be effective on October 27, 1992. the original
effective date of this Restated Plan was October 19, 1987, and it was
first amended on October 1, 1991.
1.3 Definitions. Throughout this Restated Plan, the
following terms shall have the meanings respectively indicated:
(a) "Act" shall mean the Securities Exchange Act
of 1934, as amended.
(b) "Benefits" shall mean any one or more of the
following three awards that may be offered by the Committee to Employees
under this Restated Plan:
(i) Options,
(ii) Stock Appreciation Rights, or
(iii) Restricted Stock.
(c) "Board" shall mean the Board of Directors of
Interstate/Johnson Lane, Inc.
(d) "Code" shall mean the Internal Revenue Code of
1986, as amended, and any successor revenue laws of the United States.
(e) "Committee" shall mean any committee of
directors of the Company designated by the Board to administer this
Restated Plan.
(f) "Common Stock" shall mean the common stock of
Interstate/Johnson Lane, Inc., par value $.20 per share.
<PAGE>
(g) "Company" shall mean Interstate/Johnson Lane,
Inc. and any of its Subsidiaries.
(h) "Employee" shall mean any person engaged or
proposed to be engaged as an officer or employee of the Company.
(i) "Option" shall mean an option to purchase
shares of Common Stock granted by the Committee to an Employee pursuant
to this Restated Plan.
(j) "Option Agreement" shall mean an agreement
between the Company and an Employee whereby an Option is granted.
(k) "Option Shares" shall mean the shares of
Common Stock purchased upon the exercise of an Option.
(l) "Restated Plan" shall mean this
Interstate/Johnson Lane, Inc. Stock Award Plan, and any amendments
hereto.
(m) "Restricted Stock" shall mean Common Stock
granted under Article VI of this Restated Plan, subject to such
restrictions as the Committee may determine as evidenced in a Restricted
Stock Agreement.
(n) "Restricted Stock Agreement" shall mean an
agreement between the Company and an Employee pursuant to which
Restricted Stock is issued to the Employee pursuant to this Restated
Plan.
(o) "Restriction Period" shall mean the time
period during which the Restricted Stock is subject to the restrictions
set forth in the Restricted Stock Agreement.
(p) "SAR Agreement" shall mean an agreement
between the Company and an Employee pursuant to which a Stock
Appreciation Right is issued to the Employee pursuant to this Restated
Plan.
(q) "Stock Appreciation Rights" shall mean the
right to receive cash or Common Stock, granted pursuant to Article V of
this Restated Plan and a SAR Agreement.
(r) "Subsidiary" shall mean a subsidiary
corporation of Interstate/Johnson Lane, Inc., as defined in Sections
424(f) and 424(g) of the Code.
ARTICLE II
ADMINISTRATION
2.1 Committee Administration. This Restated Plan shall be
administered by the Committee, which shall be appointed by the Board
from time to time.
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<PAGE>
2.2 Committee Composition and Powers. The Committee shall
consist of not less than two persons who shall be members of the Board
or the board of directors of a Subsidiary and shall be subject to such
terms and conditions as the Board shall prescribe. A Committee member
may not have received a Benefit under this Restated Plan or any other
plan of the Company within one year prior to appointment to the
Committee. Once designated, the Committee shall continue to serve until
otherwise directed by the Board. From time to time, the Board may
increase the size of the Committee and appoint additional members
thereof, remove members (with or without cause) and appoint new members
in substitution therefor, fill vacancies however cause, and remove all
members of the Committee.
A majority of the entire Committee shall constitute a quorum
and the action of a majority of the members present at any meeting at
which a quorum is present shall be deemed the action of the Committee.
In addition, any decision or determination reduced to writing and signed
by all of the members of the Committee shall be fully as effective as if
it had been made by a majority vote at a meeting duly called and held.
Subject to the provisions of this Restated Plan, to the provisions of
the Company's bylaws, and to any terms and conditions prescribed by the
Board, the Committee may make such rules and regulations for the conduct
of its business as it shall deem advisable. The Committee shall hold
meetings at such times and places at it may determine.
The interpretation and construction by the Committee of any
provisions of this Restated Plan or of any Benefit granted under it
shall be final unless otherwise determined by the Board.
2.3 Limitation on Receipt of Benefits by Committee Members.
No person while a member of the Committee shall be eligible to receive
Benefits under this Restated Plan, but a member of the Committee may
exercise Options (but not Stock Appreciation Rights) granted prior to
his becoming a member of the Committee.
2.4 Good Faith Determinations. No member of the Board, the
board of directors of any Subsidiary or the Committee shall be liable
for any action or determination made in good faith with respect to this
Restated Plan or any Benefit granted under it.
ARTICLE III
ELIGIBILITY; TYPES OF BENEFITS; SHARES SUBJECT TO [ZW]
RESTATED PLAN
3.1 Eligibility. The Committee shall from time to time
determine and designate the Employees of the Company to receive Benefits
under this Restated Plan and the number of Options, Stock Appreciation
Rights and shares of Restricted Stock to be awarded to each such
Employee, or the formula or other basis on which such Benefits shall be
awarded to Employees. In making any such award, the Committee may take
into account the nature of services rendered by an Employee, commissions
or other compensation earned by the Employee, the capacity of the
Employee to contribute to the success of the Company, and other factors
that the Committee may consider relevant.
A-3
<PAGE>
3.2 Types of Benefits. Benefits under this Restated Plan
may be granted in any one or any combination of (a) Options; (b) Stock
Appreciation Rights; and (c) Restricted Stock, as described in this
Restated Plan.
The Committee may: (a) give Employees a choice between two
Benefits or combinations of Benefits; (b) award Benefits in the
alternative so that acceptance of or exercise of one Benefit cancels the
right of an Employee to another; and (c) award Benefits in any
combination or combinations and subject to any condition or conditions
consistent with the terms of this Restated Plan that the Committee in
its sole discretion may determine.
3.3 Shares Subject to this Restated Plan. Subject to the
provisions of Section 4.1(e) (relating to adjustment for changes in
Common Stock), the maximum number of shares that may be issued under
this Restated Plan shall not exceed in the aggregate 1,000,000 shares of
Common Stock; provided, however, that the number of shares issued and
outstanding under this Restated Plan shall not at any time exceed
750,000. Such shares may be authorized and unissued shares, or
authorized and issued shares that have been reacquired by the Company as
treasury stock. If any Options granted under this Restated Plan shall
for any reason terminate or expire or be surrendered without having been
exercised in full, the shares not purchased under such Options shall be
available against for grant under this Restated Plan. Upon the
forfeiture (in whole or in part) of Restricted stock, the shares of
Common Stock forfeited shall be available again for grant under this
Restated Plan.
ARTICLE IV
NONSTATUTORY STOCK OPTIONS
4.1 Grant; Terms and Conditions. The Committee from time
to time may grant nonstatutory stock options under this Restated Plan to
the Employees, which grant shall be evidenced by Option Agreements,
which Option Agreements shall be in such form and contain such
provisions as the Committee shall from time to time approve consistent
with this Restated Plan. The Option Agreements need not be identical,
but each Option Agreement by appropriate language shall include the
substance of all of the following terms and conditions:
(a) Number of Shares. Each Option Agreement shall
state the number of shares to which it pertains.
(b) Option Price. Each Option Agreement shall
state the Option exercise price, which shall not be less than 100% of
the fair market value of the shares of Common stock subject to the
Option on the date of granting the Option.
(c) Medium and Time of Payment. Upon the exercise
of the Option, the Option price shall be payable in United States
dollars, in cash (including by check), or (unless the Committee
otherwise prescribes) with shares of Common Stock owned by the optionee
or a combination of cash and Common Stock (but not with Restricted Stock
prior to the expiration of the Restriction Period). If all or any
portion of the Option exercise price is paid in Common Stock owned by
the optionee, that stock shall be valued at its fair market value as of
the date the Option is exercised.
A-4
<PAGE>
(d) Term and Exercise of Options. The term of
each Option shall be determined by the Committee. Not less than one
hundred (100) shares may be purchased at any one time unless the number
purchased is the total number at the time purchasable under the Option.
During the lifetime of the optionee, the Option shall be exercisable
only by him and shall not be assignable or transferable by him and no
other person shall acquire any rights therein. An Option may be
transferred (unless the Committee otherwise prescribes) by will or the
laws of descent or distribution.
(e) Recapitalization; Reorganization. Subject to
any required action by the shareholders of the Company, the maximum
number of shares of Common Stock that may be issued under this Restated
Plan pursuant to Section 3.3 above, the number of shares of Common Stock
covered by each outstanding Option, the number of shares of Common Stock
to which each Stock Appreciation Right relates, and the per share
exercise price under each outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of
Common Stock resulting from a subdivision or consolidation of shares or
the payment of a stock dividend (but only on the Common Stock) or any
other increase or decrease in the number of such shares effected without
receipt of consideration by the Company.
Subject to any required action by the shareholders, if
the Company is the surviving corporation in any merger, each outstanding
Option shall pertain to and apply to the securities or other
consideration that a holder of the number of shares of Common Stock
subject to the Option would have been entitled to receive in the merger.
A dissolution, liquidation or consolidation of the Company or a merger
in which the Company is not the surviving corporation, other than a
merger effected for the purpose of changing the Company's domicile,
shall cause each outstanding Option to terminate, provided that each
optionee shall, in such event, have the right immediately prior to such
dissolution, liquidation, merger or consolidation, to exercise his
Option in whole or in part without regard to any installment provision
contained in his Option Agreement but subject, however, to the
restriction that if a Stock Appreciation Right has been granted in
connection with an Option neither the Option nor the Stock Appreciation
Right shall be exercisable within six (6) months after their grant
except in the event of death or disability of the optionee. In the case
of a merger effected for the purpose of changing the Company's domicile,
each outstanding Option shall continue in effect in accordance with its
terms and shall apply to the same number of shares of common stock of
such surviving corporation as the number of shares of Common Stock to
which it applied immediately prior to such merger, adjusted for any
increase or decrease in the number of outstanding shares of common stock
of the surviving corporation effected without receipt of consideration.
In the event of a change in the Common Stock as
presently constituted, which change is limited to a change of all of the
authorized shares with par value into the same number of shares with a
different par value or without par value, the shares resulting from any
such change shall be deemed to be the Common Stock within the meaning of
this Restated Plan.
A-5
<PAGE>
The foregoing adjustments shall be made by the
Committee, whose determination shall be final, binding and conclusive.
Except as expressly provided in this subsection, the
optionee shall have no rights by reason of (i) any subdivision or
consolidation of shares of any class, (ii) any stock dividend, (iii) any
other increase or decrease in the number of shares of stock of any class,
(iv) any dissolution, liquidation, merger, or consolidation or spin-off,
split-off or split-up of assets of the Company or stock of another
corporation, or (v) any issuance by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class.
Moreover, except as expressly provided in this subsection, the
occurrence of one or more of the above-listed events shall not affect,
and no adjustment by reason thereof shall be made with respect to, the
number or price of Common Stock subject to the Option (or the number of
shares with respect to a related Stock Appreciation Right).
The grant of an Option pursuant to this Restated Plan
shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or any part of its business
or assets.
(f) Rights as a Shareholder. Subject to Section
7.10 of this Restated Plan, an optionee or a transferee of an Option
shall have no rights as a shareholder with respect to any shares covered
by his Option until the date of the issuance of a stock certificate to
him for those shares upon payment of the exercise price. No adjustments
shall be made for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued,
except as provided in subsection 4.1(e).
(g) Modification, Extension and Renewal of
Options. Subject to the terms and conditions and within the limitations
of this Restated Plan, the Committee may modify, extend or renew
outstanding Options granted under this Restated Plan, or accept the
surrender of outstanding Options (to the extent not theretofore
exercised) and authorize the granting of new Options in substitution
therefor (to the extent not theretofore exercised). No modification of
an Option shall, without the consent of the optionee, alter or impair
any rights or obligations under any Option theretofore granted under
this Restated Plan.
(h) Exercisability and Term of Options. Options
granted pursuant to this Restated Plan are not intended to constitute
"incentive stock options" under Section 422 of the Code. Every Option
Agreement shall provide that unless an Option has earlier terminated,
Options granted pursuant to this Restated Plan shall be exercisable at
any time on or after the date of exercise set forth in the Option
Agreement and before the date that is ten (10) years and one (1) month
after the date of grant; provided, however, an Option shall terminate
and may not be exercised if the Employee to whom it is granted ceases to
be employed by the Company except that the Option Agreement may, at the
discretion of the Committee, provided; (1) that if such Employee's
employment terminates for any reason other than conduct that in the
judgment of the Committee involves dishonesty or action by the Employee
that is detrimental to the best interest of the Company, the Employee
may at any time within
A-6
<PAGE>
three months after termination of his employment
exercise his Option but only to the extent the option was exercisable by
him on the date of termination of his employment; (2) that if such
Employee's employment terminates on account of total and permanent
disability, the Employee may at any time within one year after
termination of his employment exercise his Option but only to the extent
the Option was exercisable on the date of his termination of employment;
or (3) that if such Employee dies while in the employ of the Company, or
within the three or twelve month period following termination of his
employment as described in (1) or (2) above, his Option may be exercised
at any time within twelve months following his death by the person or
persons to whom his rights under the Option shall pass by will or by the
laws of descent and distribution, but only to the extent that such
Option was exercisable by him on the date of his termination of
employment. Each Option Agreement may provide for acceleration of
exercisability in the event of retirement, death or disability.
Notwithstanding anything to the contrary in this subsection, an Option
may not be exercisable by anyone after the expiration of its term.
4.2 Other Provisions. The Option Agreements authorized
under this Restated Plan shall contain such other provisions, including,
without limitation, restrictions upon the exercise of the Option and the
consideration to be received by the Company as payment for the Common
Stock, as the Committee shall deem advisable. (For example, the
Committee could provide as to any Option for a vesting schedule
whereunder the optionee would be able to exercise his Option as to (for
example) one-third of his Option Shares after a period of (for example)
one year from the date of grant of the Option, another one-third after
two years, and so on.)
ARTICLE V
STOCK APPRECIATION RIGHTS
5.1 Grant of Stock Appreciation Rights. The Committee may,
in its discretion, from time to time grant Stock Appreciation Rights to
Employees who are granted Options under this Restated Plan. Such Stock
Appreciation Rights shall relate to and be granted only in conjunction
with specific Options and, if granted, shall be granted at the time of
the grant of the related Option. Stock Appreciation Rights may be
granted with respect to all or a specified portion of the shares covered
by the related Option. It is contemplated that the Committee, in
determining whether or not to grant Stock Appreciation Rights relating
to an Option, will give consideration to the circumstances of the
Employee and generally will grant Stock Appreciation Rights in
connection with Options only in those instances where the failure to
grant Stock Appreciation Rights might make exercise of an Option
significantly burdensome to the Employee.
5.2 Exercise. Stock Appreciation Rights shall entitle the
holder of the related Option, upon exercise in whole or in part of the
Stock Appreciation Rights, to receive payment in the amount and form
determined pursuant to subsection 5.3(d). Stock Appreciation Rights may
be exercised only at times and to the extent the related Option is then
exercisable. the exercise of Stock Appreciation Rights shall result in
a termination of the Stock Appreciation Rights with respect to the
number of shares covered by the exercise and
A-7
<PAGE>
shall further result in a termination of the related Option with respect
to the number of shares covered by the exercise.
5.3 Terms and Conditions. The Committee may from time to
time grant Stock Appreciation Rights under this Restated Plan to the
Employee, which grant shall be evidenced by SAR Agreements, which SAR
Agreements shall be in such form and contain such provisions as the
Committee shall from time to time approve consistent with this Restated
Plan. The SAR Agreements need not be identical, but each SAR Agreement
by appropriate language shall include the substance of all of the
following additional terms and conditions:
(a) No Stock Appreciation Right shall be
exercisable before September 30, 1988.
(b) Stock Appreciation Rights shall be exercisable
at such time or times and to the extent, but only to the extent, that
the Option to which they relate is then exercisable.
(c) Stock Appreciation Rights shall not be
exercisable during the first six months after their date of grant. Such
rights shall not be transferable other than by will or by the laws of
descent and distribution and shall be exercisable during the optionee's
lifetime only by the optionee.
(d) Upon exercise of Stock Appreciation Rights the
optionee shall be entitled to receive therefor payment, in the sole
discretion of the Committee, in the form of shares of Common Stock
(rounded down to the next whole number so that no fractional shares are
issued), cash or any combination thereof. The amount of such payment
shall be equal in value to the difference between the Option exercise
price per share of the related Option and the fair market value per
share of the share so Common Stock on the date the Stock Appreciation
Right is exercised multiplied by the number of shares with respect to
which the Stock Appreciation Right shall have been exercised.
(e) No Stock Appreciation Right may be exercised
on a date which the fair market value (as determined above) of the
Common Stock is less than or equal to the exercise price per share of
the related Option.
(f) Stock Appreciation Rights granted under this
Restated Plan will expire or terminate no later than the expiration or
termination date of the related Option.
(g) Any exercise by an officer or director of the
Company of a Stock Appreciation Right may be made only during the
ten-day period beginning on the third business day following the release
for publication of any quarterly or annual statement of sales and
earnings by the Company and ending on the 12th business day following
the date of such release, or such other period of time as may be
provided under Rule 16b-3 of the Securities and Exchange Commission or
successor rule or regulation. "Officer" for the purposes of this
subsection shall mean only officers who are subject to Section 16(b) of
the Securities Exchange Act of 1934.
A-8
<PAGE>
5.4 Effect on Related Stock Option. The number of shares
with respect to which Stock Appreciation Rights are exercised (rather
than the number of shares issued by the Company upon such exercise)
shall be deemed for the purpose of Section 3.3 to have been issued under
an Option granted pursuant to this Restated Plan and shall not
thereafter be available for the granting of further Options under this
Restated Plan.
ARTICLE VI
RESTRICTED STOCK
The Committee from time to time may award Restricted Stock to
any Employee eligible to receive Benefits under this Restated Plan.
Each Employee who is awarded Restricted stock shall enter into a
Restricted Stock Agreement with the Company in a form specified by the
Committee agreeing to the terms and conditions of the award and such
other matters consistent with this Restated Plan as the Committee in its
sole discretion shall determine. Such conditions may include, but shall
not be limited to, the deferral of a percentage of the Employee's annual
cash compensation, not including dividends paid on Restricted Stock, if
any, to be applied toward the purchase of Restricted Stock upon such
terms and conditions, including such discounts, as may be set forth in
the Restricted stock Agreement.
Restricted Stock awarded to Employees may not be sold,
transferred, pledged or otherwise encumbered during a Restriction Period
commending on the date of the award and ending at such later date or
dates as the Committee may designate at the time of the award. The
Employee shall have the entire beneficial ownership and most of the
rights and privileges of a shareholder with respect to Restricted Stock
awarded to him, including the right to receive dividends and the right
to vote such Restricted Stock.
If an Employee ceases to be employed by the Company prior to
the expiration of the restriction Period, he shall forfeit all of his
Restricted Stock with respect to which the Restriction Period has not
yet expired; provided, however, the Restricted Stock Agreements, at the
discretion of the Committee and pursuant to such terms and conditions as
it may impose, may provide: (1) that if such Employee's employment
terminates for any reason other than conduct that in the judgment of the
Committee involves dishonesty or action by the Employee that is
detrimental to the best interests of the Company, the Restricted Stock
or any related compensation deferral or a portion thereof shall not be
forfeited; (2) that if such Employee's employment terminates on account
of total and permanent disability, the Employee shall not forfeit his
Restricted stock or any related compensation deferral or a portion
thereof; or (3) that if such Employee dies while employed by the
Company, his Restricted stock or any related compensation deferral or a
portion thereof is not forfeited.
Subject to Section 7.10 of this Restated Plan, each Employee
who is awarded Restricted Stock may, but need not, be issued a stock
certificate in respect of such shares of Restricted Stock. Each
certificate registered in the name of an Employee, if any, shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such award as specifically set forth in the Restricted
Stock Agreement.
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<PAGE>
The Committee shall require that any stock certificate issued
in the name of an Employee evidencing shares of Restricted Stock be held
in the custody of the Company until the expiration of the Restriction
Period applicable to such Restricted Stock and that, as a condition of
such issuance of a certificate for Restricted Stock, the Employee shall
have delivered a stock power, endorsed in blank, relating to the shares
covered by such certificate. In no event shall the Restriction Period
end prior to the payment by the Employee to the Company of the amount of
any federal, state or local income or employment tax withholding that
may be required with respect to the Restricted Stock.
If any change is made in the Common Stock by reason of any
merger, consolidation, reorganization, recapitalization, stock dividend,
split up, combination of shares, exchange of shares, change in corporate
structure, or otherwise, any shares received by an Employee with respect
to Restricted Stock shall be subject to the same restrictions applicable
to such Restricted Stock and the certificates representing such shares
shall abe deposited with the Company.
ARTICLE VII
MISCELLANEOUS
7.1 Withholding Taxes. An Employee granted an Option,
Restricted Stock or Stock Appreciation Rights under this Restated Plan
shall be conclusively deemed to have authorized the Company to withhold
from the salary, commissions or other compensation of such Employee
funds in amounts equal to the federal, state and local income,
employment or other withholding taxes applicable to the income
recognized by such Employee and attributable to the Options, Option
Shares, Restricted Stock or Stock Appreciation Rights acquired pursuant
to this Restated Plan at the time as may be required by law; provided,
however, that in lieu of the withholding of federal, state and local
taxes as herein provided, the Company may require that the Employee (or
other person exercising such Option or Stock Appreciation Rights, or
holding such Restricted Stock) pay the Company an amount equal to the
federal, state and local withholding taxes on such income at the time
such withholding is required or such other time as shall be satisfactory
to the Company.
7.2 Amendment, Modification, Suspension or Discontinuance
of Restated Plan. The Board may from time to time alter, amend, suspend
or discontinue this Restated Plan or revise it in any respect whatsoever
for the purpose of maintaining or improving the effectiveness of this
Restated Plan as an incentive device, or conforming this Restated Plan
to applicable governmental regulations or to any change in applicable
law or regulations, or for any other purpose permitted by law; provided,
however, that no such action by the Board shall adversely affect any
Benefit theretofore granted under this Restated Plan without the consent
of the holder so affected; and provided further that the Board may not
increase the number of shares of Common Stock authorized under Section
3.3 of this Restated Plan without the approval of the shareholders of
Interstate/Johnson Lane, Inc.
7.3 Governing Law. This Restated Plan and all rights and
obligations hereunder shall be construed in accordance with and governed
by the laws of the State of North Carolina.
A-10
<PAGE>
7.4 Designation. This Restated Plan may be referred to in
other documents and instruments as the "Interstate/Johnson Lane, Inc.
Restated Stock Award Plan."
7.5 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 Company against the reasonable expenses, including
attorneys' fees actually and necessarily 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 abe a party by reason
of any action taken or failure to act under or in connection with this
Restated Plan or any Benefit granted thereunder, and against all amounts
paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such
action, suit or proceeding that such Committee member is liable for
negligence or misconduct in the performance of his duties provided that
within 60 days after institution of any such action, suit or proceeding
a Committee member shall in writing offer the Company the opportunity,
at its own expense, to handle and defend the same.
7.6 Reservation of Shares. The Company during the term of
this Restated Plan, shall at all times reserve and keep available, and
will seek or obtain from any regulatory body having jurisdiction any
requisite authority in order to issue such number of shares of its
Common Stock as shall be sufficient to satisfy the requirements of this
Restated Plan. Inability of the Company to obtain from any regulatory
body having jurisdiction authority deemed by the Company's counsel to be
necessary to the lawful issuance of any shares of its Common Stock
hereunder shall relieve the Company of any liability in respect of the
nonissuance or sale of such stock as to which such requisite authority
shall not have been obtained.
7.7 Application of Funds. The proceeds received by the
Company from the sale of Common Stock pursuant to Options will be used
for general corporate purposes.
7.8 No Obligation to Exercise. The granting of an Option
shall impose no obligation upon the optionee to exercise that Option.
7.9 Approval of Shareholders. No Benefit shall be granted
pursuant to this Restated Plan unless and until this Restated Plan has
been approved by the shareholders of the Company.
7.10 Uncertificated Shares. Each Employee who exercises an
Option to acquire Common Stock or is awarded Restricted Stock may, but
need not, be issued a stock certificate in respect of the Common Stock
so acquired. A "book entry" (i.e., a computerized or manual entry)
shall be made in the records of the Company to evidence the issuance of
shares of Common Stock to an Employee where no certificate is issued in
the name of the Employee. Such Company records, absent manifest error,
shall be binding on Employees. In all instances where the date of
issuance of shares may be deemed significant but no certificate is
A-11
<PAGE>
issued in accordance with this Section 7.10, the date of the book entry
shall be the relevant date for such purposes.
A-12
EXHIBIT 4.2
<PAGE>
1994 RESTRICTED STOCK DISCOUNT
PURCHASE AGREEMENT
Pursuant to
INTERSTATE/JOHNSON LANE, INC.
Stock Award Plan
As Amended and Restated
as of
October 27, 1992
This 1994 Restricted Stock Discount Purchase Agreement
("Agreement") is entered into as of the ______ day of _______________,
1994, between Interstate/Johnson Lane, Inc., a Delaware corporation
(which, together with its subsidiaries, is referred to herein as the
"Company"), and (the "Employee").
WHEREAS, the Company and its stockholders previously have
approved the Interstate/Johnson Lane, Inc. Stock Award Plan (the
"Plan"), pursuant to which the Company may, from time to time, make
awards of Restricted Stock (as hereinafter defined) to and enter into
restricted stock purchase agreements with certain of its eligible
employees as defined in the Plan;
WHEREAS, the Plan has been amended and restated, effective
October 27, 1992;
WHEREAS, pursuant to the Plan, the Company has determined to
allow the Employee to defer a portion of his compensation to be applied
toward the purchase of Restricted Stock which shall be subject to the
transfer restrictions and forfeiture provisions of this 1994 Restricted
Stock Discount Purchase Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereby agree
as follows:
1. Definitions.
For purposes of this Agreement, the following terms
shall have the meanings indicated:
(a) "Act" shall have the meaning indicated in
Section 9 hereof.
(b) "Average Stock Price" shall have the meaning
indicated in Section 4 hereof.
(c) "Board" shall mean the Board of Directors of
Interstate/Johnson Lane, Inc.
(d) "Cause" shall mean any act, action or series
of acts or actions or any omission, omissions, or series of omissions,
which result in or which have the effect of resulting in: (i) the
commission of a crime by the Employee involving moral turpitude, or
<PAGE>
which crime has a material adverse impact on the Company or its business
interests; or (ii) gross negligence, or willful misconduct which is
continuous and results in material damage to the Company; or (iii) a
degree of Employee malfeasance, misfeasance, or nonfeasance which would
reasonably be considered sufficient grounds for dismissal of employees
of similar rank, position and duties in normal commercial contexts; or
(iv) the willful failure of the Employee to follow the reasonable
directives of the Board.
(e) "Change in Control" shall mean the occurrence
of any of the following: (i) any person, within the meaning of Sections
13(d) and 14(d) of the Securities Exchange Act of 1934 (the "1934 Act"),
shall become the beneficial owner, within the meaning of Rule 13d-3
under the 1934 Act, of shares of stock of the Company having 25% or more
of the total number of votes that may be cast for election of members of
the Board, unless the transaction(s) by which such 25% or more was
acquired was approved or ratified by a vote of at least two-thirds of
the members of the Board of the Company; or (ii) for any period of
twelve consecutive calendar months beginning after the date of award, a
majority of the Board shall fail to consist of individuals who were
directors on the first day of such period and/or individuals whose
election as directors was approved or recommended by a majority
of the members of the Board in office at the time of their election.
(f) "Code" shall mean the Internal Revenue Code of
1986, as amended, and any successor revenue laws of the United States.
(g) "Committee" shall mean any committee of
directors of the Company designated by the Board to administer the Plan.
(h) "Common Stock" shall mean the common stock of
Interstate/Johnson Lane, Inc., par value $.20 per share.
(i) "Company" shall mean Interstate/Johnson Lane,
Inc. and any of its Subsidiaries.
(j) "Disability" shall mean the inability or
failure of the Employee to perform those duties traditionally assigned
to and performed by such Employee for the Company because of the
Employee's then existing physical or mental condition, impairment or
incapacity. The fact of Disability shall be determined by the
Committee, which may consider such evidence as they consider desirable
under the circumstances, the determination of which shall be final and
binding upon all parties.
(k) "Election Form" shall have the meaning
indicated in Section 3 hereof.
(l) "Employee" shall mean the individual executing
this Agreement.
(m) "Involuntary Termination Without Cause" shall
mean either (i) the dismissal of, or the request for the resignation of,
the Employee, by court order, order of any court appointed liquidator or
trustee of the Company, or the order or request of any creditors'
committee of the Company constituted under the federal bankruptcy laws,
provided that such
2
<PAGE>
order or request contains no specific reference to Cause; or
(ii) the dismissal of, or the request for the resignation of,
an Employee by a duly constituted corporate officer of the Company
or by the Board, for any reason other than for Cause.
(n) "Plan" shall mean the Interstate/Johnson Lane,
Inc. Stock Award Plan as amended and restated as of October 27, 1992 and
any subsequent amendments thereto.
(o) "Restricted Stock" shall mean the Common Stock
awarded by the Committee to the Employee under Article VI of the Plan
and pursuant to this Agreement.
(p) "Restricted Stock Deferral Account" shall mean
an unfunded memorandum deferral account established in the Company's
records for the Employee for the purpose of determining the number of
shares of Restricted Stock the Employee may be entitled to receive
hereunder.
(q) "Restricted Stock Discount Purchase
Agreement", or "Agreement," shall mean this Agreement between the
Company and the Employee by which Restricted Stock is issued to the
Employee pursuant to the Plan.
(r) "Restricted Period" shall mean the period
beginning on the date Restricted Stock is awarded to the Employee
hereunder and ending on the anniversary date of such date two years
later; provided, that in no event shall the Restricted Period end with
respect to the Restricted Stock until the payment by the Employee to the
Company of the amount of any federal, state or local income withholding
or other employment tax required with respect thereto pursuant to
Section 8 below. The Committee, in its sole discretion, may alter the
two-year Restricted Period for a previously granted award (provided that
the Committee may not extend the Restricted Period for a previously
granted award without the prior written consent of the Employee affected
thereby), and may provide for the lapse of such restrictions in installments
and accelerate or waive such restrictions in whole or in part based on
such factors and such circumstances as the Committee may determine, in
its sole discretion, pursuant to a written agreement with or written
notification to the Employee.
(s) "Retirement" shall mean, with respect to the
Employee, the retirement of the Employee from employment with the
Company at or after age sixty-five, or at or after such earlier age and
upon such conditions as may be approved by the Committee in writing and
signed by the Employee.
(t) "Subsidiary" shall mean any subsidiary
corporation of Interstate/Johnson Lane, Inc. as defined in Sections
424(f) and 424(g) of the Code.
(u) "Termination" shall mean the cessation of the
employment relationship between the Company and the Employee for any
reason. A leave of absence granted in accordance with the Company's
usual procedures, which does not operate to interrupt continuous
employment for other benefits granted by the Company shall not be
considered a termination of employment under this Agreement. A period
of related employment ("Related Employment") during which the Employee
is employed by an employer which is not the
3
<PAGE>
Company shall not be considered a termination of employment under this
Agreement, provided that (i) such employment is undertaken by the Employee at
the request of the Company, (ii) immediately prior to undertaking such
employment, the Employee was an officer or employee of the Company or was
engaged in Related Employment, and (iii) such employment is recognized by the
Committee, in its sole discretion, as Related Employment for purposes of
this Agreement. The death or Disability of the Employee during a period
of Related Employment shall be treated, for purposes of this Agreement,
as if the death or onset of Disability had occurred while the Employee
was an officer or employee of the Company.
2. Limitation on Shares of Restricted Stock.
Notwithstanding anything in this Agreement to the contrary, the number
of shares of Restricted Stock which may be awarded under the Plan and
all Agreements executed prior to September 30, 1995 shall not exceed
100,000 shares. To satisfy this maximum annual award limitation, to the
extent required, shares of Restricted Stock awarded to Employees shall
be reduced pro rata among all Employees and any remaining amounts
credited to the Restricted Stock Deferral Account returned without
interest.
3. Deferred Compensation.
(a) Amount of Deferral. The Employee hereby
agrees to defer that percentage of his total base compensation (which
consists of base semi-monthly or monthly salary and/or commission), set
forth on the applicable Election Form executed by the Employee, a copy
of which is attached hereto as Exhibit A, for the period reflected on
the Election Form. Elections to commence deferrals under the Plan and
this Agreement may be made prior to the beginning of any fiscal quarter
of the Company's fiscal year ending September 30, 1995. To be
effective, the Election Form and this Agreement must be executed by the
Employee and received by the Committee or its designee prior to the date
on which such deferral is to commence. The total amount of such
deferrals shall reduce all amounts otherwise payable to the Employee
during the relevant period and prior to Termination in the event
Termination occurs prior to September 1, 1995, but in no event shall
such deferral exceed $20,000 for the fiscal year of the Company.
(b) Restricted Stock Deferral Account. All
amounts which have been deferred by the Employee, less amounts applied
toward the award of Restricted Stock, shall be reflected in the
Employee's Restricted Stock Deferral Account, which shall be an unfunded
memorandum account maintained only for the purpose of determining,
subject to the maximum number of shares which may be awarded as provided
in paragraph 2 above, the number of shares of Restricted Stock, if any,
that the Employee shall be entitled to receive hereunder. Prior to
October 1, 1995, the Employee's Restricted Stock Deferral Account shall
be treated as a cash deferrals account of the sum of the Employee's cash
deferrals, without interest or earnings.
4. Restricted Stock. Subject to the limitations of
paragraph 2 above and the other terms and conditions of the Plan and
this Agreement, as of October 1, 1995, the Company shall award to the
Employee that number of shares of Restricted Stock determined as
follows:
4
<PAGE>
Number of Shares Balance in Restricted Stock Deferral
Awarded on October 1 = Account on the Previous September 30
80% of the Average Stock Price
For this purpose, the "Average Stock Price" shall mean the average of
the closing prices of the Common Stock on the composite tape of the New
York Stock Exchange ("NYSE") for the last five NYSE trading days during
each calendar quarter of such fiscal year ending December 31, March 31,
June 30 and September 30. Any fractional shares shall be rounded up to
the next whole share and as of October 1, 1995, the balance in the
Employee's Restricted Stock Deferral Account shall be reduced to zero.
If at any time the Common Stock ceases to be traded on the NYSE, the
Committee shall substitute another method for determining the Average
Stock Price.
Subject to Section 5(c) below, the Company may issue in the
name of each Employee who is awarded Restricted Stock a stock
certificate evidencing the shares of Restricted Stock. A "book entry"
(i.e., a computerized or manual entry) shall be made in the records of
the Company to evidence an award of shares of Restricted Stock to an
Employee where no certificate is issued in the name of the Employee.
Such Company records, absent manifest error, shall be binding on
participating Employees. Each certificate registered in the name of an
Employee shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such awards as set forth in
Section 5 below. All Restricted Stock, whether evidenced by book entry
or by certificate shall be subject to this Agreement.
5. Transfer Restrictions; Legend.
(a) No Transfer. The Employee shall not sell,
transfer, assign, convey, pledge, encumber or in any manner dispose of
the Restricted Stock either voluntarily or involuntarily during the
Restricted Period.
(b) Legend. Any stock certificate evidencing
Restricted Stock shall contain the following restrictive legend:
The transfer or encumbrance of the shares of stock
represented by this certificate is restricted under the
terms of a Restricted Stock Discount Purchase Agreement
dated __________________, pursuant to the
Interstate/Johnson Lane, Inc. Stock Award Plan, as
Amended and Restated as of October 27, 1992, copies of
which Restricted Stock Discount Purchase Agreement and
Plan are on file at the principal office of the
Company.
(c) No Delivery of Certificate. Any such stock
certificates representing awarded Restricted Stock shall be held by the
Company, and the Employee shall not be entitled to delivery thereof
until the expiration of the Restricted Period. As a condition of any
award of Restricted Stock, the Employee shall have delivered to the
Company a stock power, endorsed in blank, relating to the shares covered
by such award.
5
<PAGE>
(d) Transfer After Lapse of Restrictions Subject
to Applicable Law. After the lapse of the restrictions under this
Agreement and receipt of the Restricted Stock, the Employee may transfer
his or her Restricted Stock, subject to any applicable federal or state
laws that restrict such transfer, including a sale of such Restricted
Stock to the Company.
6. Treatment of Restricted Stock and Restricted Stock
Deferral Account Upon Termination. The occurrence of the following
events prior to the expiration of the Restricted Period shall result in
the following actions being taken:
(a) Voluntary Termination of Employment or
Involuntary Termination Without Cause. Upon the voluntary Termination
of the Employee or the Involuntary Termination Without Cause of the
Employee, the Employee shall receive the cash deferrals made to date
under this Agreement and not yet used to purchase Restricted Stock, paid
in cash less applicable withholding taxes, without interest or earnings.
Upon the Involuntary Termination Without Cause of the Employee, subject
to the payment of applicable withholding taxes, the restrictions with
respect to Restricted Stock then issued and outstanding to the Employee
hereunder shall lapse and the Employee shall be entitled to the
Restricted Stock, free of the transfer restrictions hereunder. If the
Employee voluntarily terminates employment, he shall forfeit ALL
Restricted Stock then issued and outstanding to the Employee hereunder
with respect to which the Restricted Period has not expired.
(b) Death or Disability. Upon the Termination of
the Employee as a result of death or Disability, the Employee shall
receive the cash deferrals made to date under this Agreement and not yet
used to purchase Restricted Stock, paid in cash less applicable
withholding taxes, without interest or earnings and, subject to the
payment of applicable withholding taxes, the restrictions with respect
to Restricted Stock then issued and outstanding to the Employee
hereunder shall lapse and the Employee (or his personal representative)
shall be entitled to the Restricted Stock, free of the transfer
restrictions hereunder.
(c) Retirement. Upon Retirement, at the
discretion of the Committee and upon such conditions as the Committee
may impose, the Employee (i) shall receive the amount of his cash
deferrals made to date under this Agreement and not yet used to purchase
Restricted Stock, paid in cash, less applicable withholding taxes,
without interest or earnings, and (ii) shall forfeit ALL Restricted
Stock then issued and outstanding to the Employee hereunder with respect
to which the Restricted Period has not expired.
(d) Termination for Cause. Upon the Termination
of the Employee for Cause, the Employee shall forfeit ALL Restricted
Stock then issued and outstanding to the Employee hereunder with respect
to which the Restriction Period has not expired and shall forfeit ALL
cash amounts in his Restricted Stock Deferral Account arising out of the
deferral of Employee's cash compensation in connection herewith.
(e) Change in Control. Upon a Change in Control
or upon dissolution or liquidation of the Company (regardless of whether
the Employee is terminated), subject to the payment of applicable
withholding taxes, (i) the restrictions with respect to Restricted Stock
then issued and outstanding to the Employee hereunder shall lapse and
the Employee (or his
6
<PAGE>
personal representative) shall be entitled to the Restricted
Stock free of the transfer restrictions hereunder, and (ii)
the Employee (or his personal representative) shall be entitled to the
cash deferrals, made to date under this Agreement and not yet used to
purchase Restricted Stock, paid as if he had terminated employment on
the business day immediately preceding the date of the Change of Control
in accordance with the termination of employment provisions of paragraph
(a).
7. Rights as Shareholder. Notwithstanding the transfer
restrictions and forfeiture provisions herein applicable to the
Restricted Stock during the Restricted Period, upon the award of
Restricted Stock the Employee shall have the entire beneficial ownership
of the Restricted Stock and, subject to the Plan and this 1994
Restricted Stock Discount Purchase Agreement, shall be entitled to
exercise the rights and privileges of a shareholder with respect to the
Restricted Stock, including the right to receive dividends and the right
to vote such Restricted Stock.
8. Payment of Withholding Taxes. The Company shall have
the right to deduct from any payments made under the Plan any federal,
state, local or other taxes required by law to be withheld with respect
to such payments. Within 10 days prior to (i) the date on which the
forfeiture restrictions set forth in Section 5 above shall lapse with
respect to the Restricted Stock or (ii) the date on which the Employee
makes an election under Section 83(b) of the Code, or (iii) as soon as
reasonably possible following death, and in each case as a condition to
the expiration of the Restricted Period and to delivery of certificates
for Restricted Stock, the Employee shall pay to the Company the amount
of any federal, state or local income tax withholding or other
employment tax with respect to the Restricted Stock for which the forfeiture
restriction set forth in Section 5 shall lapse. The determination of the
amount of any federal, state or local income tax withholding or other
employment tax due in such event shall be made by the Company and shall be
binding on the Employee. If the amount requested is not paid, the Company may
refuse to deliver share certificates and the Restricted Period shall not
lapse. Payment to the Company by the Employee of any required amount of
withholding for tax purposes shall be made in United States dollars by
cash or check payable to the order of the Company or, unless the
Committee in its sole discretion shall determine otherwise and unless
such amounts become due as a result of an Employee's election under
Section 83(b) of the Code, in whole or in part by an election by the
Employee, in accordance with rules adopted by the Committee from time to
time, to have the Company withhold shares otherwise issuable pursuant to
the Plan having a fair market value equal to such tax liability. Any
required payment of withholding taxes to the Company by the Employee
shall be made by the Employee prior to payment by the Company of cash
deferrals or Restricted Stock to the Employee pursuant to this
Agreement.
9. No Registration Rights.
(a) Anything in this Agreement to the contrary
notwithstanding, if, at any time specified herein for the issuance of
Restricted Stock under this Agreement, any law, regulation or
requirements of any government or authority having jurisdiction in the
premises shall require either the Company or the Employee to take any
action in connection with the shares then to be issued, the issuance of
such shares shall be deferred until such action shall
7
<PAGE>
have been taken. Nothing in this Agreement shall be construed to obligate the
Company at any time (during or after the Restricted Period) to file or
maintain the effectiveness of a registration statement under the Securities
Act of 1933 (the "Act") or under the securities laws of any jurisdiction, or to
take or cause to be taken any action which may be necessary in order to
provide an exemption from the registration requirements of the Act under
Rule 144 or any other exemption with respect to the Restricted Stock or
otherwise for resale or distribution by the Employee (or by the executor
or administrator of such Employee's estate or a person who acquired such
Restricted Stock or other rights by bequest or inheritance or by reason
of the death of such Employee) as a result of the receipt of Restricted
Stock hereunder.
(b) The Employee hereby represents to the Company
that he is acquiring the Restricted Stock pursuant to this Agreement for
investment for his own account and not with a view to the resale or
distribution of any part thereof, as such terms are defined in the rules
and regulations of the Securities and Exchange Commission promulgated
under the Act, and hereby agrees that none of such Restricted Stock will
be sold, transferred or otherwise disposed of unless: (i) a
registration statement under the Act shall at the time of disposition be
effective with respect to the Restricted Stock sold, transferred, or
otherwise disposed of; (ii) the Company shall have received an opinion
of counsel or other information and representations satisfactory to it
to the effect that registration under the Act is not required, by reason
of the application of Rule 144 or otherwise, for such sale, transfer or
other disposition; or (iii) a "no-action" letter shall have been
received from the staff of the Securities and Exchange Commission to the
effect that such sale, transfer, or other disposition may be made
without registration. In the discretion of the Committee, the person
receiving stock certificates at the expiration of the Restricted Period
in respect of shares of Restricted Stock shall be required at the time
of such receipt to reaffirm the foregoing representation to the Company.
10. General Assets. The Company's obligations under this
Agreement are purely contractual, and the parties do not intend that the
amount payable hereunder be held by the Company in trust for the
Employee or a beneficiary or as a segregated fund. Title to any assets
which the Company may earmark or credit to any particular deferral
account for purposes of designating or setting aside amounts to satisfy
its obligations under this Agreement shall at all times remain in the
Company and be subject to the Company's creditors. The Employee or his
beneficiary shall not have any property interest whatsoever in any asset
or amount attributable to the Restricted Stock Deferral Account, and
nothing contained in this Agreement (or action taken pursuant to this
Agreement) shall create or be construed to create a trust of any kind or
a fiduciary relationship between the Company and Employee, his
beneficiary or any other person. Nothing in this Section
9, however, shall prevent or impede the Employee from enforcing his
contractual rights under this Agreement as a general unsecured creditor
of the Company.
11. Resolution of Disputes. Any dispute or disagreement
that arises under, or as a result of, or pursuant to, this Agreement
shall be determined by the Committee in its absolute and uncontrolled
discretion, and any such determination or other determination by the
Committee under or pursuant to this Agreement and any interpretation by
the Committee of the terms of this Agreement shall be final, binding and
conclusive on all parties affected
8
<PAGE>
thereby; provided, however, that the Board shall have the right, in its
absolute and uncontrolled discretion, to overrule or modify any determination
or interpretation made by the Committee, and, in such event, the
determinations or interpretations of the Board shall be final, binding and
conclusive on all parties affected thereby.
12. Non-Transferability of Employee's Rights. The
Employee's rights and interests under the Plan and this Agreement may
not be assigned or transferred in whole or in part either directly or by
operation of law or otherwise (except in the event of the Employee's
death, but then only to the extent otherwise provided for in this
Agreement) including, but not by way of limitation, execution, levy,
garnishment, attachment, pledge, bankruptcy or in any other manner, and
no such right or interest of the Employee in his Restricted Stock or
Restricted Stock Deferral Account shall be subject to any obligation or
liability of the Employee.
13. Miscellaneous.
(a) Binding on Successors and Representatives.
This Agreement shall be binding, not only upon the parties hereto, but
also on their heirs, executors, administrators, personal
representatives, successors and assigns (including any transferee of a
party to this Agreement); and the parties agree, for themselves and
their successors, assigns and representatives, to execute any instrument
which may be necessary legally to effect the terms and conditions of
this Agreement.
(b) Entire Agreement; Relationship to Plan. This
Agreement, together with the Plan, constitute the entire agreement of
the parties with respect to the Restricted Stock Deferral Account and
the Restricted Stock to be awarded pursuant to this Agreement and
supersedes any previous agreements, whether written or oral, with
respect thereto. This Agreement has been entered into in compliance
with the terms of the Plan, and wherever a conflict may arise between
the terms of this Agreement and the terms of the Plan, the terms of the
Plan shall control.
(c) Amendment. Neither this Agreement nor any of
the terms and conditions herein set forth may be altered or amended
verbally, and any such alteration or amendment shall only be effective
when reduced to writing and signed by each of the parties, or their
respective successors and assigns.
(d) Construction of Terms. Any reference herein
to the masculine shall include the feminine or neuter, and any reference
herein to the singular or plural shall be construed as plural or
singular whenever the context requires.
(e) Notices. All notices, requests and amendments
under this Agreement, shall be in writing, and notices shall be deemed
to have been given when personally delivered or sent by prepaid
registered mail:
9
<PAGE>
(i) if to the Company, at the following
address:
Interstate/Johnson Lane, Inc.
Interstate Tower
P. O. Box 1012
Charlotte, North Carolina 28201-1012
Attention: Michael D. Hearn, Secretary
or at such other address as the
Company shall designate by
notice.
(ii) if to the Employee, to the Employee's
address appearing in the Company's
employment records, or at such other
address as the Employee shall designate
by notice.
(f) Governing Law. This Agreement is entered into in
the State of North Carolina and shall be governed by the laws of the
State of North Carolina and the parties hereby consent to the
jurisdiction of the Superior Court of Mecklenburg County, North Carolina
for purposes of adjudicating any issue hereunder.
(g) Severability. The invalidity or unenforceability
of any particular provision of this Agreement shall not affect the other
provisions hereof, and this Agreement shall be construed in all respects
as if such invalid or unenforceable provisions were omitted.
(h) Employment. Nothing in this Agreement or the Plan
shall be interpreted as altering the employment relationship between the
Company and the Employee, which relationship has been and shall
continue, at the option of the Company, to be employment by the Employee
at the will of the Company.
(i) Headings. Titles and headings to sections in this
Agreement are inserted for reference only and are not intended to be a
part of or to affect the meaning or interpretation of this Agreement.
10
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first written above.
INTERSTATE/JOHNSON LANE, INC.
By:
Title:
EMPLOYEE:
[SEAL]
Name Printed
11
EXHIBIT 23.1
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Interstate/Johnson Lane, Inc. on Form S-8 of our report,
which includes an explanatory paragraph relating to certain lawsuits in
which Interstate/Johnson Lane, Inc. is a defendant, dated October 26,
1993, on our audits of the consolidated financial statements and
financial statement schedules of Interstate/Johnson Lane, Inc. as of
September 30, 1993 and 1992 and for the years ended September 30, 1993,
1992 and 1991, which report was included in the Interstate/Johnson Lane,
Inc. Annual Report on Form 10-K for the year ended September 30, 1993.
We also consent to the reference to our Firm under the caption
"Experts".
COOPERS & LYBRAND L.L.P.
Charlotte, North Carolina
October 25, 1994
