<PAGE> 1
As filed with the Securities and Exchange Commission on December 6, 1996
Registration Statement No. 333-
================================================================================
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
PEOPLE'S BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
MASSACHUSETTS 545 PLEASANT STREET 04-3272233
(State or Other Jurisdiction of NEW BEDFORD, MASSACHUSETTS 02740 (I.R.S. Employer
Incorporation or Organization) (508) 991-2601 Identification No.)
</TABLE>
(Address, including zip code, and telephone number, including area code of
Registrant's principal executive offices)
1996 STOCK OPTION AND INCENTIVE PLAN
(Full title of the Plan)
COLIN C. BLAIR
Chief Financial Officer and Treasurer
PEOPLE'S BANCSHARES, INC.
545 Pleasant Street
New Bedford, Massachusetts 02740
(508) 991-2601
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
REGINA M. PISA, P.C.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109
(617) 570-1525
--------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED (1) SHARE PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.10 37,100 shares $ 9.625(2) $3,381,756.25 $1,024.77
par value 296,900 shares $10.1875(3)
- --------------------------------------------------------------------------------------------------------------------
TOTAL 334,000 shares $3,381,756.25 $1,024.77
====================================================================================================================
<FN>
(1) Plus such additional number of shares as may be required pursuant to the plan in the event of a
stock dividend, reverse stock split, split-up, recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(h) under the Securities Act, solely for the purposes of determining
the registration fee and is based upon the price at which outstanding options may be exercised.
(3) This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act solely for the purpose of
determining the amount of the registration fee on November 29, 1996, utilizing the average of the high and low
sale prices reported on the Nasdaq National Market System on that date.
</TABLE>
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================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in the requirements of
Part I are not required to be filed with the Securities and Exchange Commission
as part of this Registration Statement on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
People's Bancshares, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
(b) (i) The Registrant's Current Report on Form 8-K, filed with the
Commission on February 8, 1996 (the "Form 8-K") and (ii) the Registrant's
Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1996,
June 30, 1996 and September 30, 1996.
(c) The description of the Registrant's common stock, par value $0.10 per
share, contained in Exhibit 99.1 to the Form 8-K.
All documents filed by the Registrant 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
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of 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 hereof to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
1
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Indemnification. The Registrant is a Massachusetts corporation.
Massachusetts General Laws Chapter 156B, Section 67 provides that a corporation
may, subject to certain limitations, indemnify its directors, officers,
employees and other agents, and persons who serve at its request as directors,
officers, employees or other agents of another organization, or who serve at its
request in any capacity with respect to any employee benefit plan, to the extent
specified or authorized by the corporation's articles of organization, a by-law
adopted by the stockholders, or a vote adopted by the holders of a majority of
the shares of stock entitled to vote on the election of directors.
Section 67 also provides that a corporation may purchase and maintain
insurance against liability incurred by an officer or director in his capacity
as officer or director, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability.
The Registrant's By-laws provide that directors and officers of the
Registrant shall, and in the discretion of the Board of Directors, non-officer
employees may, be indemnified by the Registrant against liabilities and expenses
arising out of service for or on behalf of the Registrant. The By-laws provide
that such indemnification shall not be provided if it is determined that the
action giving rise to the liability was not taken in good faith in the
reasonable belief that the action was in the best interests of the Registrant.
The By-laws provide that the indemnification provision in the By-laws does not
limit any other right to indemnification existing independently of the By-laws.
The By-laws also provide that the right of directors and officers to
indemnification is a contract right.
Under the By-laws, indemnification may include payment by the Registrant of
expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding, upon receipt of
an undertaking by the person indemnified to repay such payment if he shall be
adjudicated to be not entitled to such indemnification under the By-laws, which
undertaking may be accepted without reference to the financial ability of such
person to make repayment. Any such indemnification may be provided even if the
person to be indemnified is no longer an officer, director, or employee of the
Registrant.
The By-laws provide that the Registrant shall not indemnify a director or
officer in connection with any action, suit, proceeding or investigation
initiated by the director or officer unless such initiation was approved by the
Board of Directors of the Registrant.
The By-laws provide that the Registrant is authorized to enter into
agreements with its directors and officers providing indemnification procedures
different from those set forth in the By-laws, and to purchase and maintain
liability insurance for itself and any director, officer, employee or agent of
the Registrant.
Limitation of Liability. Massachusetts General Laws Chapter 156B, Section
13 enables a corporation in its original articles of organization or an
amendment thereto to eliminate or limit the personal liability of a director for
monetary damages for violations of the director's fiduciary duty, except (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Sections
61 and 62 of Chapter 156B (providing for liability of directors for authorizing
illegal distributions and for making loans to directors, officers and certain
shareholders) or (iv) for any transaction from which a director derived an
improper personal benefit. The Registrant's Articles and By-laws currently
contain no limitation of liability provisions.
2
<PAGE> 4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
4.1 1996 Stock Option and Incentive Plan
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered
23.1 Consent of Goodwin, Procter & Hoar LLP (contained in Exhibit 5.1
hereto)
23.2 Consent of Wolf & Company, P.C., as independent public
accountants
24.1 Powers of attorney (see page 5 of this Registration Statement)
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any acts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth
in "Calculation of Registration Fee" table in the effective Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the undersigned
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference 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;
3
<PAGE> 5
(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; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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> 6
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 Town of New Bedford, Commonwealth of Massachusetts, on
December 4, 1996.
PEOPLE'S BANCSHARES, INC.
By: /s/ Colin C. Blair
----------------------------------
Colin C. Blair
Vice President, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of People's Bancshares, Inc. hereby severally constitute Frederick W.
Adami, III and Colin C. Blair and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable People's Bancshares, Inc. to comply with the provisions
of the Securities Act of 1933, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ John A. Williams President, Chief Executive December 5, 1996
- ---------------------------- Officer and Director
John A. Williams (principal executive officer)
/s/ Colin C. Blair Vice President, Treasurer December 4, 1996
- ---------------------------- and Chief Financial Officer
Colin C. Blair (principal financial and
accounting officer)
/s/ Frederick W. Adami, III Director December 4, 1996
- ----------------------------
Frederick W. Adami, III
5
<PAGE> 7
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Virginia M. Burke Director December 4, 1996
- ----------------------------
Virginia M. Burke
/s/ B. Benjamin Cavallo Director December 4, 1996
- ----------------------------
B. Benjamin Cavallo
Director December __, 1996
- ---------------------------
John R. Eaton
/s/ S. David Goldberg Director December 4, 1996
- ----------------------------
S. David Goldberg
/s/ Terrence Gomes Director December 4, 1996
- ----------------------------
Terrence Gomes
/s/ Fred W. Green Director December 4, 1996
- ----------------------------
Fred W. Green
/s/ Loring C. Johnson Director December 4, 1996
- ----------------------------
Dr. Loring C. Johnson
/s/ Richard D. Matthews Director December 3, 1996
- ----------------------------
Richard D. Matthews
/s/ Gerald R. Rodman Director December 4, 1996
- ----------------------------
Gerald R. Rodman
/s/ Davis H. Scudder Director December 4, 1996
- ----------------------------
Davis H. Scudder
Director December __, 1996
- ----------------------------
Stanley D. Siskind
6
<PAGE> 8
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.1 1996 Stock Option and Incentive Plan
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the
legality of the securities being registered
23.1 Consent of Goodwin, Procter & Hoar LLP (contained in
Exhibit 5.1 hereto)
23.2 Consent of Wolf & Company, P.C., as independent
public accountants
24.1 Powers of attorney (see page 5 of this Registration
Statement)
<PAGE> 1
EXHIBIT 4.1
PEOPLE'S BANCSHARES, INC.
1996 STOCK OPTION AND INCENTIVE PLAN
SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS
The name of the plan is the People's Bancshares, Inc. 1996 Stock Option and
Incentive Plan (the "Plan"). The purpose of the Plan is to encourage and enable
the officers, employees, directors and other key persons of People's Bancshares,
Inc. (the "Company") and its Subsidiaries upon whose judgment, initiative and
efforts the Company largely depends for the successful conduct of its business
to acquire a proprietary interest in the Company. It is anticipated that
providing such persons with a direct stake in the Company's welfare will assure
a closer identification of their interests with those of the Company, thereby
stimulating their efforts on the Company's behalf and strengthening their desire
to remain with the Company.
The following terms shall be defined as set forth below:
"Act" means the Securities Exchange Act of 1934, as amended.
"Award" or "Awards," except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Restricted Stock Awards, and Unrestricted Stock Awards.
"Board" means the Board of Directors of the Company.
"Cause" as such term relates to the termination of any person means the
occurrence of one or more of the following: (i) such person is convicted of,
pleads guilty to, or confesses to any felony or any act of fraud,
misappropriation or embezzlement which has an immediate and materially adverse
effect on the Company or any Subsidiary, as determined by the Board in good
faith in its sole discretion; (ii) such person engages in a fraudulent act to
the material damage or prejudice of the Company or any Subsidiary or in conduct
or activities materially damaging to the property, business or reputation of the
Company or any Subsidiary, all as determined by the Board in good faith in its
sole discretion; (iii) any material act or omission by such person involving
malfeasance or negligence in the performance of such person's duties to the
Company or any Subsidiary to the material detriment of the Company or any
Subsidiary, as determined by the Board in good faith in its sole discretion,
which has not been corrected by such person within 30 days after written notice
from the Company of any such act or omission; (iv) failure by such person to
comply in any material respect with the terms of his employment agreement, if
any, or any written policies or directives of the Board as determined by the
Board in good faith in its sole discretion, which has not been corrected by such
person within 30 days after written notice from the Company of such failure; or
(v) material breach by such person of his noncompetition agreement with the
Company, if any, as determined by the Board in good faith in its sole
discretion.
"Change of Control" is defined in Section 12.
<PAGE> 2
"Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.
"Committee" means the Committee of the Board referred to in Section 2.
"Disability" means an individual's inability to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has lasted or can
be expected to last for a continuous period of not less than 12 months.
"Disinterested Person" means an Independent Director who qualifies as such
under Rule 16b-3(c)(2)(i) promulgated under the Act, or any successor definition
under said Rule.
"Effective Date" means the date on which the Plan is approved by
stockholders as set forth in Section 14.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and the related rules, regulations and interpretations.
"Fair Market Value" on any given date means the closing price per share of
Stock or, if no Stock is traded on such date, the next preceding date on which
Stock was traded, as reflected on the Nasdaq National Market.
"Incentive Stock Option" means any Stock Option designated and qualified as
an "incentive stock option" as defined in Section 422 of the Code.
"Independent Director" means a member of the Board who is not also an
employee of the Company or any Subsidiary.
"Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
"Option" or "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5.
"Restricted Stock Award" means Awards granted pursuant to Section 6.
"Stock" means the Common Stock, par value $.10 per share, of the Company,
subject to adjustments pursuant to Section 3.
"Subsidiary" means any corporation or other entity (other than the Company)
including, without limitation, People's Savings Bank of Brockton (the "Bank"),
in any unbroken chain of corporations or other entities, beginning with the
Company if each of the corporations or entities
2
<PAGE> 3
(other than the last corporation or entity in the unbroken chain) owns stock or
other interests possessing 50% or more of the economic interest or the total
combined voting power of all classes of stock or other interests in one of the
other corporations or entities in the chain.
"Unrestricted Stock Award" means any Award granted pursuant to Section 7.
SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT PARTICIPANTS
AND DETERMINE AWARDS
(a) COMMITTEE. The Plan shall be administered by the Option Committee
which shall consist of not less than two Independent Directors as appointed by
the Board from time to time. Each member of the Committee shall be a
Disinterested Person and an "outside director" within the meaning of Section
162(m) of the Code and the regulations promulgated thereunder.
(b) POWERS OF COMMITTEE. The Committee shall have the power and authority
to grant Awards consistent with the terms of the Plan, including the power and
authority:
(i) to select the officers, employees and key persons of the
Company and its Subsidiaries to whom Awards may from time to time be
granted;
(ii) to determine the time or times of grant, and the extent, if
any, of Incentive Stock Options, Non-Qualified Stock Options, Restricted
Stock Awards, Unrestricted Stock Awards, or any combination of the
foregoing, granted to any one or more participants;
(iii) to determine the number of shares of Stock to be covered by any
Award;
(iv) to determine and modify from time to time the terms and
conditions, including restrictions, not inconsistent with the terms of the
Plan, of any Award, which terms and conditions may differ among individual
Awards and participants, and to approve the form of written instruments
evidencing the Awards;
(v) to accelerate at any time the exercisability or vesting of all
or any portion of any Award;
(vi) subject to the provisions of Section 5(a)(ii), to extend at any
time the period in which Stock Options may be exercised;
(vii) to determine at any time whether, to what extent, and under
what circumstances Stock and other amounts payable with respect to an Award
shall be deferred either automatically or at the election of the
participant and whether and to what extent the Company shall pay or credit
amounts constituting interest (at rates determined by the Committee) or
dividends or deemed dividends on such deferrals; and
3
<PAGE> 4
(viii) at any time to adopt, alter and repeal such rules, guidelines
and practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and
provisions of the Plan and any Award (including related written
instruments); to make all determinations it deems advisable for the
administration of the Plan; to decide all disputes arising in connection
with the Plan; and to otherwise supervise the administration of the Plan.
All decisions and interpretations of the Committee shall be binding on all
persons, including the Company and Plan participants.
SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION
(a) STOCK ISSUABLE. The maximum number of shares of Stock reserved and
available for issuance under the Plan shall be 334,000 shares. For purposes of
this limitation, the shares of Stock underlying any Awards which are forfeited,
canceled, reacquired by the Company, satisfied without the issuance of Stock or
otherwise terminated (other than by exercise) shall be added back to the shares
of Stock available for issuance under the Plan. Subject to such overall
limitation, shares of Stock may be issued up to such maximum number pursuant to
any type or types of Award. The shares available for issuance under the Plan may
be authorized but unissued shares of Stock or shares of Stock reacquired by the
Company.
Notwithstanding the foregoing, the sum of the aggregate number of shares of
Stock underlying (i) outstanding Options granted under the Plan, (ii)
outstanding options granted under the People's Bancshares, Inc. Amended and
Restated Directors' Stock Option Plan, (iii) outstanding options granted under
the People's Bancshares, Inc. Amended and Restated Incentive and Nonqualified
Stock Option Plan, and (iv) outstanding warrants to purchase Stock granted by
the Bank in 1992 shall at no time exceed 20% of the aggregate number of shares
of Stock then issued and outstanding.
(b) RECAPITALIZATIONS. If, through or as a result of any merger,
consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar transaction, the outstanding shares of
Stock are increased or decreased or are exchanged for a different number or kind
of shares or other securities of the Company, or additional shares or new or
different shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Stock or other securities, the
Committee shall make an appropriate or proportionate adjustment in (i) the
maximum number of shares reserved for issuance under the Plan, (ii) the number
of Stock Options that can be granted to any one individual participant, (iii)
the number and kind of shares or other securities subject to any then
outstanding Awards under the Plan, and (iv) the price for each share subject to
any then outstanding Stock Options under the Plan, without changing the
aggregate exercise price (i.e., the exercise price multiplied by the number of
Stock Options) as to which such Stock Options remain exercisable. The adjustment
by the Committee shall be final, binding and conclusive. No fractional shares of
Stock shall be issued under the
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<PAGE> 5
Plan resulting from any such adjustment, but the Committee in its discretion may
make a cash payment in lieu of fractional shares.
(c) MERGERS. Upon consummation of a consolidation or merger or sale of all
or substantially all of the assets of the Company in which outstanding shares of
Stock are exchanged for securities, cash or other property of an unrelated
corporation or business entity or in the event of a liquidation of the Company,
the Plan and all outstanding Options issued hereunder shall terminate, unless
provision is made in connection with such transaction for the assumption of
Options theretofore granted, or the substitution for such Options of new options
of the acquiring or succeeding corporation (or an affiliate thereof), with
appropriate adjustment as to the number and kind of shares and the per share
exercise prices, as provided in Section 3(b). In the event of such termination,
all outstanding Options shall be exercisable in full for at least 15 days prior
to the date of such termination whether or not otherwise exercisable during such
period.
(d) SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan in
substitution for stock and stock based awards held by employees of another
corporation who become employees of the Company or a Subsidiary as the result of
a merger or consolidation of the employing corporation with the Company or a
Subsidiary or the acquisition by the Company or a Subsidiary of property or
stock of the employing corporation. The Committee may direct that the substitute
awards be granted on such terms and conditions as the Committee considers
appropriate in the circumstances.
SECTION 4. ELIGIBILITY
Participants in the Plan will be such full or part-time officers and other
employees and key persons of the Company and its Subsidiaries who are
responsible for or contribute to the management, growth or profitability of the
Company and its Subsidiaries as are selected from time to time by the Committee,
in its sole discretion. Independent Directors are also eligible to participate
in the Plan but only to the extent provided in Section 5(b) below.
SECTION 5. STOCK OPTIONS
Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.
Stock Options granted under the Plan may be either Incentive Stock Options
or Non-Qualified Stock Options. Incentive Stock Options may be granted only to
employees of the Company or any Subsidiary that is a "subsidiary corporation"
within the meaning of Section 424(f) of the Code. To the extent that any Option
does not qualify as an Incentive Stock Option, it shall be deemed a
Non-Qualified Stock Option.
No Incentive Stock Option shall be granted under the Plan after March 26,
2006.
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<PAGE> 6
(a) STOCK OPTIONS GRANTED TO EMPLOYEES AND KEY PERSONS. The Committee in
its discretion may grant Stock Options to eligible employees and key persons of
the Company or any Subsidiary. No person shall be eligible to receive any Option
under this Section 5(a) if at the date of grant such person beneficially owns in
excess of 10% of the outstanding Stock of the Company. Stock Options granted
pursuant to this Section 5(a) shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:
(i) EXERCISE PRICE. The exercise price per share for the Stock
covered by a Stock Option granted pursuant to this Section 5(a) shall be
determined by the Committee at the time of grant but shall not be less than
100% of the Fair Market Value on the date of grant. If an employee owns or
is deemed to own (by reason of the attribution rules applicable under
Section 424(d) of the Code) more than 10% of the combined voting power of
all classes of stock of the Company or any Subsidiary or parent corporation
and an Incentive Stock Option is granted to such employee, the option price
of such Incentive Stock Option shall be not less than 110% of the Fair
Market Value on the grant date.
(ii) OPTION TERM. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than ten
years after the date the option is granted. If an employee owns or is
deemed to own (by reason of the attribution rules of Section 424(d) of the
Code) more than 10% of the combined voting power of all classes of stock of
the Company or any Subsidiary or parent corporation and an Incentive Stock
Option is granted to such employee, the term of such Incentive Stock Option
shall be no more than five years from the date of grant.
(iii) EXERCISABILITY; RIGHTS OF A STOCKHOLDER. Stock Options shall
become vested and exercisable at such time or times, whether or not in
installments, as shall be determined by the Committee at or after the grant
date. The Committee may at any time accelerate the exercisability of all or
any portion of any Stock Option. An optionee shall have the rights of a
stockholder only as to shares acquired upon the exercise of a Stock Option
and not as to unexercised Stock Options.
(iv) METHOD OF EXERCISE. Stock Options may be exercised in whole or
in part, by giving written notice of exercise to the Company, specifying
the number of shares to be purchased. Payment of the purchase price may be
made by one or more of the following methods:
(A) In cash, by certified or bank check or other instrument
acceptable to the Committee;
(B) In the form of shares of Stock that are not then subject to
restrictions under any Company plan and that have been held by the
optionee for at least six months, if permitted by the Committee in its
discretion. Such surrendered shares shall be valued at Fair Market
Value on the exercise date; or
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<PAGE> 7
(C) By the optionee delivering to the Company a properly executed
exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable
to the Company to pay the purchase price; provided that in the event
the optionee chooses to pay the purchase price as so provided, the
optionee and the broker shall comply with such procedures and enter
into such agreements of indemnity and other agreements as the
Committee shall prescribe as a condition of such payment procedure.
Payment instruments will be received subject to collection. The delivery of
certificates representing the shares of Stock to be purchased pursuant to
the exercise of a Stock Option will be contingent upon receipt from the
optionee (or a purchaser acting in his stead in accordance with the
provisions of the Stock Option) by the Company of the full purchase price
for such shares and the fulfillment of any other requirements contained in
the Stock Option or applicable provisions of laws.
(v) TERMINATION BY REASON OF DEATH. If an optionee's employment by (or
other business relationship with) the Company and its Subsidiaries is
terminated by reason of death, any Stock Option held by such optionee may
thereafter be exercised, to the extent it was exercisable on the date of
death, by the legal representative or legatee of the optionee, for a period
of 12 months (or such longer period as the Committee shall specify at any
time) from the date of death, or until the expiration of the stated term of
the Option, if earlier. To the extent that any portion of any Stock Option
is not exercisable on the date of such death, such portion of the Stock
Option shall terminate immediately and be of no force or effect.
(vi) Termination by Reason of Disability.
------------------------------------
(A) If an optionee's employment by (or other business
relationship with) the Company and its Subsidiaries is terminated by
reason of Disability, any Stock Option held by such optionee may
thereafter be exercised, to the extent it was exercisable on the date
of termination of employment (or business relationship), for a period
of 12 months (or such longer period as the Committee shall specify at
any time) from the date of such termination of employment (or business
relationship), or until the expiration of the stated term of the
Option, if earlier. To the extent that any portion of any Stock Option
is not exercisable on the date of such termination of employment (or
business relationship), such portion of the Stock Option shall
terminate immediately and be of no force or effect.
(B) The Committee shall have sole authority and discretion to
determine whether a participant's employment (or business
relationship) has been terminated by reason of Disability.
(C) Except as otherwise provided by the Committee at any time,
the death of an optionee during the period provided in this Section
5(a)(vi) for the
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exercise of a Stock Option shall extend such period for 12 months from the
date of death, subject to termination on the expiration of the stated term
of the Option, if earlier.
(vii) TERMINATION FOR CAUSE. If any optionee's employment by (or
business relationship with) the Company and its Subsidiaries is terminated
by resignation or other voluntary reason (other than retirement) or for
Cause, any Stock Option held by such optionee, including any Stock Option
that is immediately exercisable at the time of such termination, shall
terminate immediately and be of no further force and effect.
(viii) OTHER TERMINATION. Unless otherwise determined by the
Committee, if an optionee's employment by (or business relationship with)
the Company and its Subsidiaries terminates for any reason other than
death, Disability, voluntary action (other than retirement), or for Cause,
any Stock Option held by such optionee may thereafter be exercised, to the
extent it was exercisable on the date of termination of employment (or
business relationship), for three months (or such longer period as the
Committee shall specify at any time) from the date of termination of
employment (or business relationship) or until the expiration of the stated
term of the Option, if earlier. To the extent that any portion of any Stock
Option is not exercisable on the date of such termination of employment (or
business relationship), such portion of the Stock Option shall terminate
immediately and be of no force or effect.
(ix) ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS. To the extent required
for "incentive stock option" treatment under Section 422 of the Code, the
aggregate Fair Market Value (determined as of the time of grant) of the
shares of Stock with respect to which Incentive Stock Options granted under
this Plan and any other plan of the Company or its parent and subsidiary
corporations become exercisable for the first time by an optionee during
any calendar year shall not exceed $100,000. To the extent that any Stock
Option exceeds this limit, it shall constitute a Non-Qualified Stock
Option.
(b) Stock Options Granted to Independent Directors.
-----------------------------------------------
(i) Automatic Grant of Options.
---------------------------
(A) Upon initial election or appointment to the Board of the
Company or the board of directors of the Bank, as the case may be, an
Independent Director shall automatically be granted a Stock Option to
acquire 1,000 shares of Stock. Each Independent Director who is
serving as an Independent Director of the Company on the Friday after
each annual meeting of stockholders, beginning with the 1997 annual
meeting, shall automatically be granted on such day a Stock Option to
acquire 1,000 shares of Stock, PROVIDED, HOWEVER, that in no event
shall the aggregate number of shares of Stock underlying options
granted to any Independent Director pursuant to the Plan or the
Company's Amended and Restated Directors' Stock Option Plan exceed
10,000 shares. A grant of a Stock
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<PAGE> 9
Option under this subsection shall be reduced to the extent necessary
to comply with the proviso in the foregoing sentence.
(B) The exercise price per share for the Stock covered by a Stock
Option granted under this Section 5(b) shall be equal to the Fair
Market Value of the Stock on the date the Stock Option is granted.
(ii) Exercise; Termination.
----------------------
(A) Subject to Section 12, any Option granted under this Section
5(b) shall be exercisable upon the completion by the Independent
Director of one year of service as an Independent Director of the
Company or Subsidiary; provided that any Option so granted shall
become immediately exercisable upon the termination of service of the
Independent Director because of Disability or death. An Option issued
under this Section 5(b) shall not be exercisable after the expiration
of ten years from the date of grant.
(B) Any Option granted to an Independent Director and outstanding
on the date of his death may be exercised by the legal representative
or legatee of the optionee for a period of 12 months from the date of
death or until the expiration of the stated term of the Option, if
earlier.
(C) Any Option granted to an Independent Director and outstanding
on the date of his Disability may be exercised by the optionee for a
period of 12 months from the date of Disability or until the
expiration of the stated term of the Option, if earlier.
(D) Any Option granted to an Independent Director and outstanding
on the date of his resignation from the Board may be exercised by the
optionee for a period of 12 months from the date of such resignation
or until the expiration of the stated term of the Option, if earlier.
(E) If a Director ceases to be an Independent Director for any
reason other than those set forth in Sections 5(b)(ii)(B)-(D), any
Option held by such Independent Director, including any Option that is
immediately exercisable at the time of such termination, shall
terminate immediately and be of no further force and effect.
(F) Options granted under this Section 5(b) may be exercised only
by written notice to the Company specifying the number of shares to be
purchased. The minimum number of shares with respect to which an
Option may be exercised at any one time shall be 100 shares, or such
lesser number as is subject to exercise under the Option at such time.
Payment of the full purchase price of the shares to be purchased may
be made by one or more of the methods specified in Section
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<PAGE> 10
5(a)(iv). An optionee shall have the rights of a stockholder only as
to shares acquired upon the exercise of a Stock Option and not as to
unexercised Stock Options.
(iii) LIMITED TO INDEPENDENT DIRECTORS. The provisions of this Section
5(b) shall apply only to Options granted or to be granted to Independent
Directors, and shall not be deemed to modify, limit or otherwise apply to
any other provision of this Plan or to any Option issued under this Plan to
a participant who is not an Independent Director of the Company. To the
extent inconsistent with the provisions of any other Section of this Plan,
the provisions of this Section 5(b) shall govern the rights and obligations
of the Company and Independent Directors respecting Options granted or to
be granted to Independent Directors. The provisions of this Section 5(b)
which affect the price, date of exercisability, option period or amount of
shares of Stock under an Option shall not be amended more than once in any
six-month period, other than to comport with changes in the Code or ERISA.
(c) NON-TRANSFERABILITY OF OPTIONS. No Stock Option shall be transferable
by the optionee otherwise than by will or by the laws of descent and
distribution and all Stock Options shall be exercisable, during the optionee's
lifetime, only by the optionee. Notwithstanding the foregoing, the Committee may
provide in an option agreement that the optionee may transfer, without
consideration for the transfer, his Stock Options to members of his immediate
family, to trusts for the benefit of such family members and to partnerships in
which such family members are the only partners.
(d) FORM OF SETTLEMENT. Shares of Stock issued upon exercise of a Stock
Option shall be free of all restrictions under the Plan, except as otherwise
provided in the Plan.
SECTION 6. RESTRICTED STOCK AWARDS
(a) NATURE OF RESTRICTED STOCK AWARDS. The Committee may grant Restricted
Stock Awards to any employee or key person of the Company or any Subsidiary. A
Restricted Stock Award is an Award entitling the recipient to acquire, at par
value or such other purchase price determined by the Committee, shares of Stock
subject to such restrictions and conditions as the Committee may determine at
the time of grant ("Restricted Stock"). Conditions may be based on continuing
employment (or other business relationship) and/or achievement of
pre-established performance goals and objectives.
(b) RIGHTS AS A STOCKHOLDER. Upon execution of a written instrument setting
forth the Restricted Stock Award and paying any applicable purchase price, a
participant shall have the rights of a stockholder with respect to the voting of
the Restricted Stock, subject to such conditions contained in the written
instrument evidencing the Restricted Stock Award. Unless the Committee shall
otherwise determine, certificates evidencing the Restricted Stock shall remain
in the possession of the Company until such Restricted Stock is vested as
provided in Section 6(d) below.
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(c) RESTRICTIONS. Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of except as specifically provided
herein or in the written instrument evidencing the Restricted Stock Award. If a
participant's employment (or other business relationship) with the Company and
its Subsidiaries terminates for any reason, the Company shall have the right to
repurchase Restricted Stock with respect to which conditions have not lapsed at
their purchase price, from the participant or the participant's legal
representative.
(d) VESTING OF RESTRICTED STOCK. The Committee at the time of grant shall
specify the date or dates and/or the attainment of pre-established performance
goals, objectives and other conditions on which the non-transferability of the
Restricted Stock and the Company's right of repurchase or forfeiture shall
lapse. Subsequent to such date or dates and/or the attainment of such
pre-established performance goals, objectives and other conditions, the shares
on which all restrictions have lapsed shall no longer be Restricted Stock and
shall be deemed "vested." Except as may otherwise be provided by the Committee
at any time, a participant's rights in any shares of Restricted Stock that have
not vested shall automatically terminate upon the participant's termination of
employment (or other business relationship) with the Company and its
Subsidiaries and such shares shall either be forfeited or subject to the
Company's right of repurchase as provided in Section 6(c) above.
(e) WAIVER, DEFERRAL AND REINVESTMENT OF DIVIDENDS. The written instrument
evidencing the Restricted Stock Award may require or permit the immediate
payment, waiver, deferral or investment of dividends paid on the Restricted
Stock.
SECTION 7. UNRESTRICTED STOCK AWARDS
(a) GRANT OR SALE OF UNRESTRICTED STOCK. The Committee may, in its sole
discretion, grant (or sell at a purchase price determined by the Committee) an
Unrestricted Stock Award to any employee or key person of the Company or any
Subsidiary, pursuant to which such employee or key person may receive shares of
Stock free of any restrictions ("Unrestricted Stock") under the Plan.
Unrestricted Stock Awards may be granted or sold as described in the preceding
sentence in respect of past services or other valid consideration, or in lieu of
any cash compensation due to such employee or key person.
(b) ELECTIONS TO RECEIVE UNRESTRICTED STOCK IN LIEU OF COMPENSATION. Upon
the request of an employee or a key person of the Company or any Subsidiary and
with the consent of the Committee, each employee or key person may, pursuant to
an irrevocable written election delivered to the Company no later than the date
or dates specified by the Committee, receive a portion of the cash compensation
otherwise due to such employee or key person in the form of shares of
Unrestricted Stock (valued at Fair Market Value on the date or dates the cash
compensation would otherwise be paid). With respect to any employee who is
subject to Section 16 of the Act, such irrevocable election shall become
effective no earlier than six months and one day following the date of such
election and the revocation of such election shall be effective six months and
one day following the date of the revocation.
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(c) RESTRICTIONS ON TRANSFERS. The right to receive Unrestricted Stock on a
deferred basis may not be sold, assigned, transferred, pledged or otherwise
encumbered, other than by will or the laws of descent and distribution.
SECTION 8. TAX WITHHOLDING
(a) PAYMENT BY PARTICIPANT. Each participant shall, no later than the date
as of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of, any Federal, state, or local
taxes of any kind required by law to be withheld with respect to such income.
The Company and its Subsidiaries shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
participant.
(b) PAYMENT IN STOCK. A participant may elect to have such tax withholding
obligation satisfied, in whole or in part, by (i) authorizing the Company to
withhold from shares of Stock to be issued pursuant to any Award a number of
shares with an aggregate Fair Market Value (as of the date the withholding is
effected) that would satisfy the withholding amount due, or (ii) transferring to
the Company shares of Stock owned by the participant with an aggregate Fair
Market Value (as of the date the withholding is effected) that would satisfy the
withholding amount due. With respect to any participant who is subject to
Section 16 of the Act, the following additional restrictions shall apply:
(A) the election to satisfy tax withholding obligations relating to an
Award in the manner permitted by this Section 8(b) shall be made either (1)
during the period beginning on the third business day following the date of
release of quarterly or annual summary statements of sales and earnings of
the Company and ending on the twelfth business day following such date, or
(2) at least six months prior to the date as of which the receipt of such
an Award first becomes a taxable event for Federal income tax purposes;
(B) such election shall be irrevocable;
(C) such election shall be subject to the consent or disapproval of
the Committee; and
(D) the Stock withheld to satisfy tax withholding must pertain to an
Award which has been held by the participant for at least six months from
the date of grant of the Award.
Notwithstanding the foregoing, the provision of Section 8(b)(A)(1) shall not be
applicable until the Company has been subject to the reporting requirements of
Section 13(a) of the Act for at least a year prior to the election and has filed
all reports and statements required to be filed pursuant to that Section for
that year.
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SECTION 9. TRANSFER, LEAVE OF ABSENCE, ETC.
For purposes of the Plan, the following events shall not be deemed a
termination of employment:
(a) a transfer to the employment of the Company from a Subsidiary or from
the Company to a Subsidiary, or from one Subsidiary to another; or
(b) an approved leave of absence for military service or sickness, or for
any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Committee
otherwise so provides in writing.
SECTION 10. AMENDMENTS AND TERMINATION
The Board may, at any time, amend or discontinue the Plan and the Committee
may, at any time, amend or cancel any outstanding Award (or provide substitute
Awards at the same or reduced exercise or purchase price or with no exercise or
purchase price in a manner not inconsistent with the terms of the Plan, but such
price, if any, must satisfy the requirements which would apply to the substitute
or amended Award if it were then initially granted under this Plan) for the
purpose of satisfying changes in law or for any other lawful purpose, but no
such action shall adversely affect rights under any outstanding Award without
the holder's consent. If and to the extent determined by the Committee to be
required by the Act to ensure that Awards granted under the Plan are exempt
under Rule 16b-3 promulgated under the Act, or that Incentive Stock Options
granted under the Plan are qualified under Section 422 of the Code, Plan
amendments shall be subject to approval by the Company stockholders entitled to
vote at a meeting of stockholders.
SECTION 11. STATUS OF PLAN
With respect to the portion of any Award which has not been exercised and
any payments in cash, Stock or other consideration not received by a
participant, a participant shall have no rights greater than those of a general
creditor of the Company unless the Committee shall otherwise expressly determine
in connection with any Award or Awards. In its sole discretion, the Committee
may authorize the creation of trusts or other arrangements to meet the Company's
obligations to deliver Stock or make payments with respect to Awards hereunder,
provided that the existence of such trusts or other arrangements is consistent
with the foregoing sentence.
SECTION 12. CHANGE OF CONTROL PROVISIONS
Upon the occurrence of a Change of Control as defined in this Section 12:
(a) Each outstanding Stock Option shall automatically become fully
exercisable.
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(b) Each Restricted Stock Award shall be subject to such terms, if any,
with respect to a Change of Control as have been provided by the Committee in
connection with such Award.
(c) "Change of Control" shall mean the occurrence of any one of the
following events:
(i) any "person," as such term is used in Sections 13(d) and 14(d)
of the Act (other than the Company, any of its Subsidiaries, or any
trustee, fiduciary or other person or entity holding securities under any
employee benefit plan or trust of the Company or any of its Subsidiaries),
together with all "affiliates" and "associates" (as such terms are defined
in Rule 12b-2 under the Act) of such person, shall become the "beneficial
owner" (as such term is defined in Rule 13d-3 under the Act), directly or
indirectly, of securities of the Company representing 25% or more of either
(A) the combined voting power of the Company's then outstanding securities
having the right to vote in an election of the Company's Board of Directors
("Voting Securities") or (B) the then outstanding shares of Stock of the
Company (in either such case other than as a result of an acquisition of
securities directly from the Company); or
(ii) persons who, as of the Effective Date, constitute the Company's
Board of Directors (the "Incumbent Directors") cease for any reason,
including, without limitation, as a result of a tender offer, proxy
contest, merger or similar transaction, to constitute at least a majority
of the Board, provided that any person becoming a director of the Company
subsequent to the Effective Date whose election or nomination for election
was approved by a vote of at least a majority of the Incumbent Directors
shall, for purposes of this Plan, be considered an Incumbent Director; or
(iii) the stockholders of the Company shall approve (A) any
consolidation or merger of the Company or any Subsidiary where the
stockholders of the Company, immediately prior to the consolidation or
merger, would not, immediately after the consolidation or merger,
beneficially own (as such term is defined in Rule 13d-3 under the Act),
directly or indirectly, shares representing in the aggregate 80% or more of
the voting shares of the corporation issuing cash or securities in the
consolidation or merger (or of its ultimate parent corporation, if any),
(B) any sale, lease, exchange or other transfer (in one transaction or a
series of transactions contemplated or arranged by any party as a single
plan) of all or substantially all of the assets of the Company or (C) any
plan or proposal for the liquidation or dissolution of the Company.
Notwithstanding the foregoing, a Change of Control shall not be deemed to
have occurred for purposes of the foregoing clause (i) solely as the result of
an acquisition of securities by the Company which, by reducing the number of
shares of Stock or other Voting Securities outstanding, increases (x) the
proportionate number of shares of Stock beneficially owned by any person to 25%
or more of the shares of Stock then outstanding or (y) the proportionate voting
power represented by the Voting Securities beneficially owned by any person to
25% or more of the combined voting power of all then outstanding Voting
Securities; PROVIDED, HOWEVER, that if any person referred to in clause (x) or
(y) of this sentence shall thereafter become the beneficial
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<PAGE> 15
owner of any additional shares of Stock or other Voting Securities (other than
pursuant to a stock split, stock dividend, or similar transaction), then a
"Change of Control" shall be deemed to have occurred for purposes of the
foregoing clause (i).
SECTION 13. GENERAL PROVISIONS
(a) NO DISTRIBUTION; COMPLIANCE WITH LEGAL REQUIREMENTS. The Committee may
require each person acquiring Stock pursuant to an Award to represent to and
agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof.
No shares of Stock shall be issued pursuant to an Award until all
applicable securities law and other legal and stock exchange or similar
requirements have been satisfied. The Committee may require the placing of such
stop-orders and restrictive legends on certificates for Stock and Awards as it
deems appropriate.
(b) DELIVERY OF STOCK CERTIFICATES. Delivery of stock certificates to
participants under this Plan shall be deemed effected for all purposes when the
Company or a stock transfer agent of the Company shall have mailed such
certificates in the United States mail, addressed to the participant, at the
participant's last known address on file with the Company.
(c) RELEASE OF FINANCIAL INFORMATION. A copy of the Company's annual report
to stockholders shall be delivered to each optionee at the time such report is
distributed to the Company's stockholders. Upon request the Company shall
furnish to each optionee a copy of its most recent annual report and each
quarterly report and current report filed under the Act since the end of the
Company's prior fiscal year.
(d) OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of this
Plan and the grant of Awards do not confer upon any employee any right to
continued employment with the Company or any Subsidiary.
SECTION 14. EFFECTIVE DATE OF PLAN
This Plan shall become effective upon approval by the holders of a majority
of the shares of Stock of the Company present or represented and entitled to
vote at a meeting of stockholders. Subject to such approval by the stockholders
and to the requirement that no Stock may be issued hereunder prior to such
approval, Stock Options and other Awards may be granted hereunder on and after
adoption of this Plan by the Board.
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SECTION 15. GOVERNING LAW
This Plan shall be governed by Massachusetts law except to the extent such
law is preempted by federal law.
Date approved by Board of Directors: March 26, 1996
Date approved by Stockholders: May 14, 1996
16
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EXHIBIT 5.1
GOODWIN, PROCTER & HOAR LLP
Counsellors at Law
Exchange Place
Boston, Massachusetts 02109-2881
December 6, 1996
People's Bancshares, Inc.
545 Pleasant Street
New Bedford, MA 02740
Re: Registration Statement on Form S-8
--- ----------------------------------
Ladies and Gentlemen:
This opinion is rendered to you in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act") and the prospectus
related thereto (the "Prospectus"), relating to an aggregate of 334,000 shares
(the "Shares") of the Company's common stock, $.10 par value per share issuable
pursuant to the Company's 1996 Stock Option and Incentive Plan (the "Plan").
We have acted as counsel to the Company in connection with the preparation
of the Registration Statement. For purposes of this opinion, we have examined
the Restated Articles of Organization and By-laws, as amended and restated, of
the Company; such records of the corporate proceedings of the Company as we have
deemed material; the Registration Statement and all exhibits thereto; the Plan;
and such other documents as we have deemed necessary to enable us to render this
opinion.
We are attorneys admitted to practice in The Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdiction other than the
laws of the United States of America and The Commonwealth of Massachusetts.
In rendering the opinions expressed herein, we assume that all steps
necessary to comply with the registration requirements of the Securities Act and
with applicable requirements of state law regulating the sale of securities will
be duly taken.
Based upon and subject to the foregoing, and having regard for such legal
considerations as we have deemed relevant, it is our opinion that the Shares
have been authorized for issuance
<PAGE> 2
and, when issued and delivered against payment of the consideration therefor as
set forth in the Prospectus, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name in the Registration
Statement and the Prospectus.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 (No. 333- ) of People's Bancshares, Inc. (Holding Company for
People's Savings Bank of Brockton) of our report dated February 20, 1996,
appearing in the People's Bancshares, Inc. Annual Report on Form 10-K for the
year ended December 31, 1995 as filed with the Securities and Exchange
Commission on March 28, 1996. We also consent to the incorporation by reference
of our reports dated January 26, 1995, appearing in the People's Savings Bank of
Brockton Annual Report on Form F-2 for the year ended December 31, 1994, which
is included in People's Bancshares, Inc. current report on Form 8-K filed with
the Securities and Exchange Commission on February 8, 1996.
/s/ Wolf & Company, P.C.
WOLF & COMPANY, P.C.
Boston, Massachusetts
December 4, 1996
