SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WACHOVIA CORPORATION
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 1473727
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
301 North Main Street, Winston-Salem, North Carolina 27101
191 Peachtree Street, Atlanta, Georgia 30303
(Address of principal executive offices) (Zip Code)
WACHOVIA CORPORATION STOCK PLAN
(Full title of the plan)
Alice Washington Grogan
Secretary and Counsel
Wachovia Corporation
301 North Main Street
Post Office Box 3099
Winston-Salem, North Carolina 27150
(910) 770-5801
(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price(1) fee(1)
Common
Stock, par value
$5.00 per share 6,000,000 shares $31.25 $187,500,000 $64,655.17
(1) Pursuant to Rule 457(c) and (h)(1), based on the average of
the high and low prices of the registrant's
common stock on April 22, 1994, as reported on the New York Stock
Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Wachovia Corporation
(the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the
year ended December 31, 1993,
filed on March 28, 1994 pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since
the end of the fiscal year referred to in (a), above.
(c) The description of the Company's Common Stock,
par value $5.00 per share,
contained in the Company's Registration Statement on Form 8-B filed
pursuant to Section 12(b)
of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities offered hereby has been
passed upon by Kenneth W.
McAllister, Esq., General Counsel of the Company, who owns
approximately 11,424 shares of Common
Stock and has been granted options to purchase 33,689 shares of Common
Stock under existing plans of
the Company and has been granted restricted awards for 3,000 shares of
Common Stock under the Plan.
Item 6. Indemnification of Directors and Officers.
Sections 55-8-50 through 55-8-58 of the North Carolina
Business Corporation Act contain
specific provisions relating to indemnification of directors and
officers of North Carolina corporations.
In general, the statutes provide that (i) a corporation must indemnify
a director or officer who is wholly
successful in his defense of a proceeding to which he is a party
because of his status as such, unless
limited by the articles of incorporation, and (ii) a corporation may
indemnify a director or officer if he is
not wholly successful in such defense, if it is determined as provided
by statute that the director or
officer meets certain standards of conduct, provided when a director
or officer is liable to the
corporation or is adjudged liable on the basis that personal benefit
was improperly received by him, the
corporation may not indemnify him. A director or officer of a
corporation who is a party to a
proceeding may also apply to the courts for indemnification, unless
the articles of incorporation provide
otherwise, and the court may order indemnification under certain
circumstances set forth in the statute.
A corporation may, in its articles of incorporation or bylaws or by
contract or resolution, provide
indemnification in addition to that provided by statute, subject to
certain conditions.
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The Company's bylaws provide for the indemnification
of any director or officer of the
Company or any wholly owned subsidiary of the Company against
liabilities and litigation expenses
arising out of his status as such, excluding (i) that portion of any
liabilities or litigation expenses with
respect to which such person is entitled to receive payment under any
insurance policy other than a
directors' and officers' insurance policy maintained by the Company or
(ii) any liabilities or litigation
expenses incurred on account of any of such person's activities which
were at the time taken known or
believed by such person to be clearly in conflict with the best
interests of the Company.
The Company's articles of incorporation provide for
the elimination of the personal
liability of each director of the Company to the fullest extent
permitted by law.
The Company has purchased a standard liability policy,
which, subject to any
limitations set forth in the policy, would pay on behalf of the
Company's directors and officers for
damages that they become legally obligated to pay as a result of any
actual or alleged act, error,
omission, misstatement, misleading statement or breach of duty
committed while acting in their official
capacity or any matter asserted against an officer or director solely
by reason of his status as an officer
or director.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as a part of this
Registration Statement:
Number Description
4.1 Copy of the Wachovia Corporation Stock Plan
4.2 Articles IV, VII, IX, X, XI and XII of the
Amended and Restated Articles of
Incorporation of Wachovia Corporation and
Sections 1.4, 1.5, 1.8 of Article 1 and
Article 6 of the Bylaws of Wachovia Corporation,
which are incorporated by reference to Exhibits 3.1
and 3.2, respectively, to the Company's Annual Report
on Form 10-K for the year ended December 31, 1993
5.1 Opinion of Kenneth W. McAllister, Esq., as to
the legality of the Common Stock being registered
23.1 Consent of Kenneth W. McAllister, Esq., which
is contained in his opinion filed as Exhibit 5.1;
23.2 Consent of Ernst & Young
23.3 Consent of Price Waterhouse
24.1 Power of Attorney
Item 9. Undertakings.
(a) The Company hereby undertakes:
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(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement to include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The Company hereby undertakes that, for purposes of
determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or 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 herein, 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 Company pursuant to
the foregoing provisions,
or otherwise, the Company has been advised that in the opinion of the
Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling
person of the Company 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
Company will, unless in the opinion of its counsel the matter has been
settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of
1933, Wachovia Corporation
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 Winston-Salem, State of
North Carolina, on this 22nd day of
April, 1994.
WACHOVIA CORPORATION
By: /s/ Leslie M. Baker, Jr.
Leslie M. Baker, Jr.
President 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 indicated on April
22, 1994.
/s/ Leslie M. Baker, Jr. /s/ John G. Medlin, Jr.
Name: Leslie M. Baker, Jr. Name: John G. Medlin, Jr.
Title: Director, President and Title: Chairman of the Board
Chief Executive Officer
(principal executive officer)
/s/ Rufus C. Barkley, Jr. /s/ Crandall C. Bowles
Name: Rufus C. Barkley, Jr. Name: Crandall C. Bowles
Title: Director Title: Director
/s/ John L. Clendenin /s/ Lawrence M. Gressette, Jr.
Name: John L. Clendenin Name: Lawrence M. Gressette, Jr.
Title: Director Title: Director
/s/ Thomas K. Hearn, Jr. /s/ W. Hayne Hipp
Name: Thomas K. Hearn, Jr. Name: W. Hayne Hipp
Title: Director Title: Director
/s/ Robert M. Holder, Jr. /s/ Donald R. Hughes
Name: Robert M. Holder, Jr. Name: Donald R. Hughes
Title: Director Title: Director
/s/ F. Kenneth Iverson /s/ James W. Johnston
Name: F. Kenneth Iverson Name: James W. Johnston
Title: Director Title: Director
/s/ W. Duke Kimbrell /s/ Herman J. Russell
Name: W. Duke Kimbrell Name: Herman J. Russell
Title: Director Title: Director
/s/ Sherwood H. Smith, Jr. /s/ Charles McKenzie Taylor
Name: Sherwood H. Smith, Jr. Name: Charles McKenzie Taylor
Title: Director Title: Director
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/s/ Robert S. McCoy, Jr. /s/ John C. McLean, Jr.
Name: Robert S. McCoy, Jr. Name: John C. McLean, Jr.
Title: Executive Vice President and Title: Comptroller (principal
Chief Financial Officer accounting officer)
(principal financial officer)
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EXHIBIT INDEX
to
Registration Statement on Form S-8 of
Wachovia Corporation
Sequential
Exhibit No. Description Page No.
4.1 Copy of the Wachovia Corporation Stock Plan
4.2 Articles IV, VII, IX, X, XI and XII of the Amended
and Restated Articles of Incorporation of Wachovia
Corporation and Sections 1.4, 1.5 and 1.8 of Article 1
and Article 6 of the Bylaws of Wachovia Corporation,
which are incorporated by reference to Exhibits 3.1
and 3.2, respectively, to the Company's Annual Report
on Form 10-K for the year ended December 31, 1993 *
5.1 Opinion of Kenneth W. McAllister, Esq., as
to the legality of the Common Stock being registered
23.1 Consent of Kenneth W. McAllister, Esq., which
is contained in his opinion filed as Exhibit 5.1
23.2 Consent of Ernst & Young
23.3 Consent of Price Waterhouse
24.1 Power of Attorney
* Incorporated by reference.
WACHOVIA CORPORATION
STOCK PLAN
<PAGE>
WACHOVIA CORPORATION
STOCK PLAN
1. Purpose.
The purpose of the Wachovia Corporation Stock Plan
(the "Plan") is to
encourage and enable selected key employees of Wachovia Corporation
(the "Corporation")
and its subsidiaries, and nonemployee Directors of the Corporation, to
acquire or to
increase their holdings of common stock of the Corporation (the
"Common Stock") and
other proprietary interests in the Corporation in order to promote a
closer identification of
their interests with those of the Corporation and its shareholders,
thereby further
stimulating their efforts to enhance the efficiency, soundness,
profitability, growth and
shareholder value of the Corporation. This purpose will be carried
out through the
granting of benefits (collectively referred to herein as "Awards") to
selected key employees
and nonemployee Directors, including but not limited to the granting
of incentive stock
options ("Incentive Options"), nonqualified stock options
("Nonqualified Options"), stock
appreciation rights ("SAR's"), restricted stock awards ("Restricted
Stock Awards"), and
restricted units ("Restricted Units") to selected key employees; and
the granting of initial
restricted stock awards ("Initial Director Awards") and annual
restricted stock awards
("Annual Director Awards") to members of the Board of Directors
(individually, a
"Director") who are not employees of the Corporation or a related
corporation. (Incentive
Options and Nonqualified Options shall be referred to herein
collectively as "Options."
Restricted Stock Awards and Restricted Units shall be referred to
herein collectively as
"Restricted Awards." Initial Director Awards and Annual Director
Awards shall be referred
to herein collectively as "Director Awards.")
2. Administration of the Plan.
(a) Subject to Section 11 herein, the Plan shall
be administered by the
Compensation, Nominating and Organization Committee of the Board of
Directors
of the Corporation (the "Committee"), each member of which shall be a
"disinterested person," as such term is defined in Rule 16b-3
promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Committee
shall be comprised of no fewer than the minimum number of
disinterested persons
as may be required by Rule 16b-3.
(b) Any action of the Committee with respect to
the Plan may be taken by
a written instrument signed by all of the members of the Committee and
any such
action so taken by written consent shall be as fully effective as if
it had been taken by
a majority of the members at a meeting duly held and called. Subject
to the
provisions of the Plan, and unless authority is granted to the Chief
Executive Officer
as provided in Section 2(c), the Committee shall have full and final
authority in its
discretion to take any action with respect to the Plan including,
without limitation,
the authority (i) to determine all matters relating to Awards,
including selection of
individuals to be granted Awards, the types of Awards, the number of
shares of the
Common Stock, if any, subject to an Award, and all terms, conditions,
restrictions
and limitations of an Award; (ii) to prescribe the form or forms of
the Agreements
evidencing any Awards granted under the Plan; (iii) to establish,
amend and rescind
rules and regulations for the administration of the Plan; and
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(iv) to construe and
interpret the Plan and Agreements evidencing Awards granted under the
Plan, to
establish and interpret rules and regulations for administering the
Plan and to make
all other determinations deemed necessary or advisable for
administering the Plan.
(c) Notwithstanding Section 2(b), and subject to
Section 11 herein, the
Committee may delegate to the Chief Executive Officer of the
Corporation the
authority to grant Awards, and to make any or all of the
determinations reserved for
the Committee in the Plan and summarized in subsection (b)(i) with
respect to such
Awards, to any individual who, at the time of said grant or other
determination (i) is
not deemed to be an officer or Director of the Corporation within the
meaning of
Section 16 of the Exchange Act; (ii) is not deemed to be a Covered
Employee; and
(iii) is otherwise eligible under Section 5.
3. Effective Date.
The effective date of the Plan shall be April 22, 1994
(the "Effective Date").
Awards may be granted under the Plan on and after the effective date,
but not after April
21, 2004.
4. Shares of Stock Subject to the Plan.
The shares of Common Stock that may be issued pursuant
to Awards shall
not exceed in the aggregate 6,000,000 shares of authorized but
unissued shares of the
Corporation. The Corporation hereby reserves sufficient authorized
shares of Common
Stock to meet the grant of Awards hereunder. Any shares subject to an
Award which is
subsequently forfeited, expires or is terminated may again be the
subject of an Award
granted under the Plan; provided, that if an Option or SAR shall be
accepted for surrender
by the Committee pursuant to the terms of the Plan, the shares subject
thereto shall not
thereafter be available for the granting of other Options or Awards.
If there is any change
in the shares of Common Stock because of a merger, consolidation or
reorganization
involving the Corporation or a related corporation, or if the Board of
Directors of the
Corporation declares a stock dividend or stock split distributable in
shares of Common
Stock, or if there is a change in the capital stock structure of the
Corporation or a related
corporation affecting the Common Stock, the number of shares of Common
Stock reserved
for issuance under the Plan shall be correspondingly adjusted, and the
Committee shall
make such adjustments to Awards or to any provisions of this Plan as
the Committee
deems equitable to prevent dilution or enlargement of Awards.
5. Eligibility.
An Award may be granted only to an individual who
satisfies the following
eligibility requirements on the date the Award is granted:
(a) With respect to the grant of Awards other than
Director Awards, the
individual is an employee of the Corporation or a related corporation.
For this
purpose, an individual shall be considered to be an "employee" only if
there exists between the
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individual and the Corporation or a related corporation
the legal and
bona fide relationship of employer and employee. In determining
whether such a
relationship exists, the regulations of the United States Treasury
Department
relating to the determination of the employment relationship for the
purpose of
collection of income tax on wages at the source shall be applied.
(b) With respect to the grant of an Award other
than a Director Award,
the individual, being otherwise eligible to receive an Award under
this Section 5, (i)
is a key employee of the Corporation or a related corporation; and
(ii) is selected by
the Committee as an individual to whom a Restricted Stock Award or
Restricted
Unit shall be granted (a "Grantee"), an individual to whom an Option
shall be
granted (an "Optionee"), or an individual to whom an SAR shall be
granted (an
"SAR Holder"). For the purposes herein, a "key employee" shall mean
an employee
of the Corporation or a related corporation who makes significant and
important
contributions to the Corporation or a related corporation. The
Committee shall
determine which employees qualify as key employees.
(c) With respect to the grant of Incentive
Options, the individual does not
own, immediately before the time that the Incentive Option is granted,
stock
possessing more than ten percent of the total combined voting power of
all classes of
stock of the Corporation. For this purpose, an individual will be
deemed to own
stock which is attributable to him under Section 424(d) of the
Internal Revenue Code
of 1986, as amended (the "Code").
(d) With respect to the grant of a Director Award,
the individual shall be
eligible to receive such an Award under the provisions of Section 9.
6. Options.
(a) Grant of Options. Subject to the limitations
of the Plan, the
Committee may in its sole and absolute discretion grant Options to
such eligible key
employees in such numbers, upon such terms and at such times as the
Committee
shall determine. Both Incentive Options and Nonqualified Options may
be granted
under the Plan.
(b) Option Price. The price per share at which an
Option may be
exercised (the "Option Price") shall be not less than the fair market
value per share of
the shares on the date the Option is granted. For this purpose, the
following rules
shall apply:
(i) An Option shall be considered to be
granted on the date that
the Committee acts to grant the Option, or on any later date specified
by the
Committee as the effective date of the Option.
(ii) The fair market value of the shares
shall be determined in good
faith by the Committee and shall be the price per share of the last
sale of such
shares on the New York Stock Exchange as reported in The Wall Street
Journal for the last trading day prior to the date the Option is
granted; or if there was no
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such sale on such trading day, the fair market value
shall be
determined in accordance with the applicable provisions of Section
20.2031-2
of the Federal Estate Tax Regulations, or in any other manner
consistent with
the Code and accompanying regulations.
(iii) In no event shall there first become
exercisable by the Optionee in
any one calendar year Incentive Options granted by the Corporation or
any
related corporation with respect to shares having an aggregate fair
market
value (determined at the time an Incentive Option is granted) greater
than $100,000.
(c) Option Period and Limitations on the Right to
Exercise Options.
(i) The period during which an Option may
be exercised (the
"Option Period") shall be determined by the Committee at the time the
Option is granted. Such period shall not extend more than ten years
from the
date on which the Option is granted. Any Option or portion thereof
not exercised before expiration of the Option Period shall terminate.
(ii) An Option may be exercised by giving
written notice to the
Corporation at such place as the Committee shall direct. Such notice
shall
specify the number of shares to be purchased pursuant to an Option and
the
aggregate purchase price to be paid therefor, and shall be accompanied
by
the payment of such purchase price. Such payment shall be in the form
of
cash or shares owned by the Optionee at the time of exercise, or in
any
combination of cash and shares; provided, that the Committee may, in
its sole
and absolute discretion and subject to such terms and conditions as it
deems
appropriate, permit all or a portion of the purchase price to be paid
by (i)
funds borrowed from a related corporation, (ii) delivery of written
notice of
exercise to the Committee and delivery to a broker of written notice
of
exercise and irrevocable instructions to promptly deliver to the
Corporation
the amount of sale or loan proceeds to pay the Option Price, or a
combination
of such methods. Shares tendered in payment on the exercise of an
Option
shall be valued at their fair market value on the date of exercise, as
determined by the Committee by applying the provisions of Section
6(b)(ii).
(iii) No Option shall be exercised unless the
Optionee is, at the time of
exercise, an employee, as described in Section 5(a), and has been an
employee
continuously since the date the Option was granted, subject to Section
12 herein and the following:
(A) The employment relationship of
an Optionee shall be
treated as continuing intact for any period that the Optionee is on
military or sick leave or other bona fide leave of absence; provided,
that the period of such leave does not exceed ninety days or, if
longer,
as long as the Optionee's right to reemployment is guaranteed either
by statute or by contract. The employment relationship of an
Optionee shall also be
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treated as continuing intact while the Optionee
is not in active service because of disability; provided, that shares
acquired by the Optionee pursuant to exercise of an Incentive Option
shall be subject to Sections 421 and 422 of the Code only if and to
the
extent that such exercise occurs within twelve months less one day
following the date the Optionee's employment is considered to be
terminated because of such disability under Section 422. The
Committee shall determine whether there is a disability within the
meaning of this section.
(B) If the employment of an
Optionee is terminated because
of retirement, which shall mean termination on or after the date of
his
retirement as provided in Section 8(b)(ii), or because of early
retirement under the Retirement Income Plan of Wachovia
Corporation, or any successor plan thereto applicable to the Optionee
(herein, "retirement"), or if the Optionee dies while he is an
employee
or after retirement, the Option may be exercised only to the extent
exercisable on the date of the Optionee's retirement or death (the
"termination date"), except that the Committee, in its sole and
absolute
discretion, may accelerate the date that any Option which was not
otherwise exercisable on the termination date shall be exercisable in
whole or in part, without any obligation to accelerate such date with
respect to other Options granted to the Optionee or to accelerate
such date with respect to Options granted to any other Optionee, or
to treat
all Optionees similarly situated in the same manner. The Option must
be exercised, if at all, prior to the earlier of: (1) the close of
the period
of twelve months next succeeding the termination date, or (2) the
close
of the Option Period. In the event of the Optionee's death, such
Option shall be exercisable by such person or persons as shall have
acquired the right to exercise the Option by will or by the laws of
intestate succession.
(C) If the employment of the
Optionee is terminated for any
reason other than as provided in subparagraph (B) above, his Option
may be exercised only to the extent exercisable on the date of such
termination of employment, except that the Committee, in its sole and
absolute discretion, may accelerate the date that any Option which
was not otherwise exercisable on the date of such termination of
employment shall be exercised in whole or in part, without any
obligation to accelerate such date with respect to other Options
granted to the Optionee or to accelerate such date with respect to
Options granted to any other Optionee, or to treat all Optionees
similarly situated in the same manner. The Option must be exercised,
if at all, prior to the earlier of: (1) the close of the period of
three
months less one day next succeeding the date of termination of
employment, or (2) the close of the Option Period. If the Optionee
dies following such termination of employment and prior to the
earlier of the dates specified in (1) and (2) in the immediately
preceding sentence, the Optionee shall be treated as having
died while
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employed under subparagraph (B) above (treating for this purpose the
Optionee's date of termination of employment as the termination
date).
(iv) A certificate or certificates for shares
of Common Stock acquired
upon exercise of an Option shall be issued in the name of the Optionee
and
distributed to the Optionee (or his beneficiary) as soon as
practicable
following receipt of notice of exercise.
(d) Nontransferability of Options. Except to the
extent, if any, as may be
permitted by the Code, Rule 16b-3 under the Exchange Act or any
successor statutes
or rule:
(i) Options shall not be transferable
other than by will, the laws of
intestate succession or pursuant to a qualified domestic relations
order (as
defined by the Code, or Title I of the Employee Retirement Income
Security
Act ("ERISA"), or the rules thereunder). The designation of a
beneficiary does
not constitute a transfer. An option shall be exercisable during the
Optionee's lifetime only by him or by his guardian or legal
representative.
(ii) If an Optionee is subject to Section
16 of the Exchange Act,
shares of Common Stock acquired upon exercise of an Option may not,
without the consent of the Committee, be disposed of by the Optionee
until
the expiration of six months after the date the Option was granted.
7. Stock Appreciation Rights.
(a) Grant of SAR's. Subject to the limitations of
the Plan, the Committee
may in its sole and absolute discretion grant SAR's to such eligible
key employees in
such numbers, upon such terms and at such times as the Committee shall
determine.
SAR's may be granted to an Optionee of an Option (hereinafter called
a "related
Option") with respect to all or a portion of the shares of Common
Stock subject to
the related Option (a "Tandem SAR") or may be granted separately to an
eligible key
employee (a "Freestanding SAR"). Subject to the limitations of the
Plan, SAR's shall
be exercisable in whole or in part upon notice to the Corporation upon
such terms
and conditions as are provided in the Agreement relating to the grant
of the SAR.
(b) Tandem SAR's. A Tandem SAR may be granted
either concurrently
with the grant of the related Option or (if the related Option is a
Nonqualified
Option) at any time thereafter prior to the complete exercise,
termination, expiration
or cancellation of such related Option. Tandem SAR's shall be
exercisable only at the
time and to the extent that the related Option is exercisable (and may
be subject to
such additional limitations on exercisability as the Committee may
provide in the
Agreement), and in no event after the complete termination or full
exercise of the
related Option. For purposes of determining the number of shares of
Common
Stock that remain subject to such related Option and for purposes of
determining the
number of shares of Common Stock in respect of which other Awards may
be
granted, upon the exercise of Tandem SAR's,
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the related Option shall
be considered
to have been surrendered to the extent of the number of shares of
Common Stock
with respect to which such Tandem SAR's are exercised. Upon the
exercise or
termination of the related Option, the Tandem SAR's with respect
thereto shall be
cancelled automatically to the extent of the number of shares of
Common Stock with
respect to which the related Option was so exercised or terminated.
Subject to the
limitations of the Plan, upon the exercise of a Tandem SAR, the SAR
Holder shall be
entitled to receive from the Corporation, for each share of Common
Stock with
respect to which the Tandem SAR is being exercised, consideration
equal in value to
the excess of the fair market value of a share of Common Stock (as
determined in
accordance with Section 6(b)(ii) herein) on the date of exercise over
the related
Option Price per share; provided, that the Committee may, in any
Agreement
granting Tandem SAR's, establish a maximum value payable for such
SAR's.
(c) Freestanding SAR's. The base price of a
Freestanding SAR shall be not
less than 100% of the fair market value of the Common Stock (as
determined in
accordance with Section 6(b)(ii) herein) on the date of grant of the
Freestanding SAR.
Subject to the limitations of the Plan, upon the exercise of a
Freestanding SAR, the
SAR Holder shall be entitled to receive from the Corporation, for each
share of
Common Stock with respect to which the Freestanding SAR is being
exercised,
consideration equal in value to the excess of the fair market value of
a share of
Common Stock on the date of exercise over the base price per share of
such
Freestanding SAR; provided, that the Committee may, in any Agreement
granting
Freestanding SAR's, establish a maximum value payable for such SAR's.
(d) Exercise of SAR's.
(i) Subject to the terms of the Plan,
SAR's shall be exercisable in
whole or in part upon such terms and conditions as are provided in the
Agreement relating to the grant of the SAR. The period during which
an
SAR may be exercisable shall not exceed ten years from the date of
grant or,
in the case of Tandem SAR's, such shorter Option Period as may apply
to the
related Option. Any SAR or portion thereof not exercised before
expiration
of the period stated in the Agreement relating to the grant of the SAR
shall terminate.
(ii) SAR's may be exercised by giving
written notice to the
Corporation at such place as the Committee shall direct. The date of
exercise
of the SAR shall mean the date on which the Corporation shall have
received
notice from the SAR Holder of the exercise of such SAR.
(iii) No SAR may be exercised unless the
SAR Holder is, at the
time of exercise, an employee, as described in Section 5(a), and has
been an
employee continuously since the date the SAR was granted, subject to
Section 12 and the provisions of Section 6(c)(iii) herein.
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(e) Consideration; Election.
(i) The consideration to be received upon the
exercise of the SAR by
the SAR Holder shall be paid in cash, shares of Common Stock (valued
at fair
market value on the date of exercise of such SAR in accordance with
Section
6(b)(ii) herein) or a combination of cash and shares of Common Stock,
as elected by the SAR Holder, subject to the discretion of the
Committee and the
terms herein. The Corporation's obligation arising upon the exercise
of the
SAR may be paid currently or on a deferred basis with such interest or
earnings equivalent as the Committee may determine. A certificate or
certificates for shares of Common Stock acquired upon exercise of an
SAR for
shares shall be issued in the name of the SAR Holder and distributed
to the
SAR Holder (or his beneficiary) as soon as practicable following
receipt of
notice of exercise. No fractional shares of Common Stock will be
issuable
upon exercise of the SAR and, unless otherwise provided in the
applicable
Agreement, the SAR Holder will receive cash in lieu of fractional
shares.
(ii) The Committee shall have the sole and
absolute discretion to
approve or disapprove the election by the SAR Holder to receive cash
in full
or partial settlement of the SAR, which approval or disapproval may be
given
at any time after such election is made. If the SAR Holder is subject
to
Section 16 of the Exchange Act, to the extent necessary to comply with
Rule
16b-3, (i) no election shall be made within six months of the date of
exercise
of the SAR; or (ii)(A) the election by the SAR Holder to receive cash
in full or
partial settlement of the SAR, as well as the exercise by the SAR
Holder of the
SAR for cash (unless the date of such exercise is automatic or fixed
in advance
and is outside the control of the SAR Holder), shall be made during
the
period beginning on the third business day following the date of
release for
publication of the Corporation's quarterly or annual summary
statements of
revenues and earnings and ending on the twelfth business day following
such date, and (B) the SAR must be held for six months from the date
of acquisition to the date of cash settlement.
(f) Limitations. The applicable Agreement may
provide for a limit on the
amount payable to the SAR Holder upon exercise of SAR's at any time or
in the
aggregate, for a limit on the number of SAR's that may be exercised by
the SAR
Holder in whole or in part for cash during any specified period, for a
limit on the
time periods during which the SAR Holder may exercise SAR's, and for
such other
limits on the rights of the SAR Holder and such other terms and
conditions of the
SAR as the Committee may determine, including, without limitation, a
condition
that the SAR may be exercised only in accordance with rules and
regulations
adopted by the Committee from time to time. Unless otherwise so
provided in the
applicable Agreement or the Plan, any such limit relating to a Tandem
SAR shall not
restrict the exercisability of the related Option.
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(g) Nontransferability. Except to the extent, if
any, as may be permitted
by the Code, Rule 16b-3 or any successor statutes or rule:
(i) SAR's shall not be transferable other
than by will, the laws of
intestate succession or pursuant to a qualified domestic relations
order (as
defined by the Code, or Title I of ERISA or the rules thereunder).
The
designation of a beneficiary does not constitute a transfer. SAR's
may be
exercised during the SAR Holder's lifetime only by him or by his
guardian or
legal representative.
(ii) If the SAR Holder is subject to
Section 16 of the Exchange Act,
shares of Common Stock acquired upon exercise of the SAR may not,
without the consent of the Committee, be disposed of by the SAR Holder
until the expiration of six months after the date the SAR was granted.
8. Restricted Awards.
(a) Grant of Restricted Awards. Subject to the
limitations of the Plan, the
Committee may in its sole and absolute discretion grant Restricted
Awards to such
eligible key employees in such numbers, upon such terms and at such
times as the
Committee shall determine. A Restricted Award may consist of a
Restricted Stock
Award or a Restricted Unit, or both. Restricted Stock Awards and
Restricted Units
shall be payable in cash or whole shares of Common Stock (including
Restricted
Stock), or partly in cash and partly in whole shares of Common Stock,
in accordance
with the terms of the Plan and the sole and absolute discretion of the
Committee.
Restricted Stock Awards and Restricted Units payable in shares of
Common Stock
shall be granted only from shares reserved and then available for the
granting of
Awards under the Plan. The Committee may condition the grant or
vesting, or both,
of a Restricted Stock Award or Restricted Unit, or both, upon the
continued service
of the Grantee for a certain period of time, attainment of such
performance
objectives as the Committee may determine, or upon a combination of
continued
service and performance objectives. The Committee shall determine the
nature,
length and starting date of the period during which the Restricted
Award may be
earned (the "Restriction Period") for each Restricted Award, which
shall be as stated
in the Agreement to which the Award relates. In the case of
Restricted Awards
based upon performance criteria, or a combination of performance
criteria and
continued service, the Committee shall determine the performance
objectives to be
used in valuing Restricted Awards and determining the extent to which
such
Awards have been earned. Performance objectives may vary from
participant to
participant and between groups of participants and shall be based upon
such
Corporation, business unit and/or individual performance factors and
criteria as the
Committee in its sole discretion may deem appropriate, including, but
not limited
to, earnings per share, return on equity, return on assets or total
return to
shareholders. Restriction Periods may overlap and participants may
participate
simultaneously with respect to Restricted Awards that are subject to
different
Restriction Periods, performance factors and performance criteria.
The measure of
whether and to what degree such objectives have been attained, and the
resulting
Awards to be paid, will be determined by the Committee. The earned
portion of a
Restricted Award may be paid currently or on a deferred basis with
such interest as
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may be determined by the Committee, in its sole and absolute
discretion. Payment
may be made either in a lump sum payment or in annual installments
commencing
as soon as practicable after the end of the relevant Restriction
Period, as determined
by the Committee, in its sole and absolute discretion.
(b) Earning of Restricted Awards. A Restricted
Stock Award or Restricted
Unit granted to a Grantee shall be deemed to be earned as of the first
to occur of the
completion of the Restriction Period, retirement of the Grantee, death
or disability of
the Grantee or acceleration of the Restricted Stock Award or
Restricted Unit,
provided that, in the case of Restricted Awards based upon performance
criteria or a
combination of performance criteria and continued service, the
Committee shall
have sole discretion to determine if, and to what degree, the
Restricted Awards shall
be deemed earned at the end of the Restriction Period or upon the
retirement, death
or disability of the Grantee. In addition, the following rules shall
also apply to the
earning of Restricted Awards:
(i) Completion of Restriction Period. For
this purpose, a
Restricted Stock Award or Restricted Unit shall be deemed to be
earned upon
completion of the Restriction Period (except as otherwise provided
herein for
performance-based Restricted Awards). In order for a Restricted Award
to be
deemed earned, the Grantee must have been continuously employed
during the Restriction Period. "Continuous employment" shall
mean employment
with any combination of the Corporation and one or more related
corporations, and a temporary leave of absence with consent of the
Corporation shall not be deemed to be a break in continuous
employment.
(ii) Retirement of the Grantee. For this
purpose, the Grantee shall
be deemed to have retired as of the earlier of (A) his normal
retirement date
under the Retirement Income Plan of Wachovia Corporation, or any
successor plan thereto applicable to the Grantee, or (B) his
retirement date
under a contract, if any, between the Grantee and the Corporation
providing
for his retirement from the employment of the Corporation or a related
corporation prior to such normal retirement date.
(iii) Death or Disability of the Grantee.
Except as otherwise
provided herein for performance-based Restricted Awards, if the
Grantee
shall terminate continuous employment because of death or disability
before
a Restricted Stock Award or Restricted Unit is otherwise deemed to be
earned
pursuant to this Section 8(b), the Grantee shall be deemed to have
earned a
percentage of the Award (rounded to the nearest whole share in the
case of
Restricted Stock Awards and Restricted Units payable in shares)
determined
by dividing the number of his full years of continuous employment then
completed during the Restriction Period with respect to the Award by
the number of years of such Restriction Period.
(iv) Acceleration of the Restricted Stock
Award or Restricted Unit by
the Committee. Notwithstanding the provisions of this Section 8(b),
the Committee,
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in its sole and absolute discretion, may accelerate the
date that
any Restricted Stock Award or Restricted Unit shall be deemed to be
earned
in whole or in part, without any obligation to accelerate such date
with
respect to other Restricted Awards granted to the Grantee or to
accelerate
such date with respect to Restricted Awards granted to any other
Grantee, or
to treat all Grantees similarly situated in the same manner.
(c) Forfeiture of Restricted Awards. If the
employment of a Grantee shall
be terminated for any reason, and the Grantee has not earned all or
part of a
Restricted Award pursuant to Section 8(b), such Award to the extent
not then earned
shall be forfeited immediately upon such termination and the Grantee
shall have no
further rights with respect thereto.
(d) Dividend and Voting Rights; Share
Certificates. A Grantee shall have
no dividend rights or voting rights with respect to shares reserved in
his name
pursuant to a Restricted Award payable in shares but not yet earned
pursuant to
Section 8(b). A certificate or certificates for shares of Common
Stock representing a
Restricted Award payable in shares shall be issued in the name of the
Grantee and
distributed to the Grantee (or his beneficiary) as soon as practicable
following the
date that the shares subject to the Award are earned as provided in
Section 8(b). No
certificate shall be issued hereunder in the name of the Grantee
except to the extent
the shares represented thereby have been earned.
(e) Nontransferability. Except to the extent, if
any, as may be permitted
by the Code, Rule 16b-3 or any successor statutes or rule:
(i) The recipient of a Restricted Award
payable in shares shall not
sell, transfer, assign, pledge or otherwise encumber shares subject to
the
Award until the Restriction Period has expired or until all conditions
to vesting have been met.
(ii) Restricted Units shall not be
transferable other than by will, the
laws of intestate succession or pursuant to a qualified domestic
relations
order (as defined by the Code, or Title I of ERISA or the rules
thereunder).
The designation of a beneficiary does not constitute a transfer.
(iii) If a Grantee of a Restricted Award is
subject to Section 16 of the
Exchange Act, shares of Common Stock subject to such Award may not,
without the consent of the Committee, be sold or otherwise disposed of
within six months following the date of grant of such Award.
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<PAGE>
9. Director Awards.
(a) Initial Award. Each nonemployee Director who
is newly-elected or
appointed to the Board of Directors on or after the Effective Date of
the Plan shall
receive a Director Award of 1,000 shares of Restricted Stock (an
"Initial Director
Award"). An Initial Director Award shall be deemed granted following
the close of
business of the Corporation on the date of the annual or special
meeting of
shareholders at which the Director was initially elected or the date
of the Board of
Directors meeting at which the Director was initially appointed. Such
Initial
Director Award shall be restricted for a period of three years and
shall be deemed
earned and shall vest on the third anniversary of the date of grant.
A Director who
is not a member of the Board of Directors on the date an Initial
Director Award vests
shall forfeit the Award.
(b) Annual Award. Commencing with the 1994 annual
meeting of
shareholders and for each annual meeting thereafter, each nonemployee
Director
who has been a Director for at least a year shall receive an annual
grant of 250 shares
of Restricted Stock (an "Annual Director Award") following the close
of business of
the Corporation on the date of the annual meeting of shareholders. An
Annual
Director Award shall be restricted for a period of one year and shall
be deemed
earned and shall vest one year after the date of grant; provided, that
a Director who
is not a member of the Board of Directors at the time an Annual
Director Award
vests shall forfeit the Award.
(c) Dividends and Voting Rights. Directors shall
have no dividend or
voting rights with respect to shares subject to Director Awards until
such Awards have vested.
(d) Share Certificates. A certificate or
certificate for shares of Common
Stock representing a Director Award shall be issued in the name of the
Director (or
his beneficiary) and distributed to the Director (or his beneficiary)
as soon as
practicable following the date that the shares subject to the Director
Award are
vested as provided herein. No certificate shall be issued hereunder
in the name of
the Director except to the extent that the shares represented thereby
have been
vested. At the time the Director Award or a portion thereof is
vested, the Director
shall have full and immediate rights to the shares represented by such
certificates
(except to the extent of restrictions imposed by law).
(e) Death, Disability or Retirement of Director.
If the service of a Director
as a member of the Board is terminated due to death, disability or
retirement (in
accordance with the policies of the Corporation then in effect for
retirement of
Directors), and the Director has not yet earned a Director Award as
provided in
Section 9(a) or (b), such Director Award shall be deemed to be fully
vested.
(f) Forfeiture. If the service of a Director as a
member of the Board is
terminated for any other reason, and the Director has not earned a
Director Award
as provided in Section 9(a) and (b), such Director Award shall be
forfeited immediately
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<PAGE>
upon such termination and the Director shall have no
further rights
with respect to such Director Award.
(g) Nontransferability. Except to the extent, if
any, as may be permitted
by the Code, Rule 16b-3 or any successor statutes or rule:
(i) A recipient of a Director Award shall
not sell, transfer, assign,
pledge or otherwise encumber shares subject to a Director Award until
all conditions, if any, subsequent to vesting have been met.
(ii) Shares subject to a Director Award may
not be sold or
otherwise disposed of within six months following the date of grant of
such Award.
(h) Nonemployee Directors. For the purposes
herein, a "nonemployee
Director" shall mean a Director who is not now an employee of the
Corporation or a
related corporation and has never served as a senior officer of the
Corporation or a
related corporation.
(i) Amendment of Director Award Terms. The
provisions of the Plan
relating to the number of shares of Common Stock subject to a Director
Award and
the timing of such Awards may not be amended more than once every six
months,
other than to comport with changes in the Code, ERISA or the rules
thereunder.
10. Withholding.
The Corporation shall withhold all required local,
state and federal taxes
from any amount payable in cash with respect to an Award. The
Committee shall require
any recipient of an Award payable in shares of the Common Stock to pay
to the
Corporation in cash the amount of any tax or other amount required by
any governmental
authority to be withheld and paid over by the Corporation to such
authority for the account
of such recipient. Notwithstanding the foregoing, the recipient may
satisfy such obligation
in whole or in part, and any other local, state or federal income tax
obligations relating to
such an Award, by electing (the "Election") to have the Corporation
withhold shares of
Common Stock from the shares to which the recipient is entitled. The
number of shares to
be withheld shall have a fair market value as of the date that the
amount of tax to be
withheld is determined (the "Tax Date") as nearly equal as possible to
(but not exceeding)
the amount of such obligations being satisfied. The following rules
shall apply with respect
to Elections:
(a) Each Election must be made in writing to the
Committee prior to the
Tax Date. The Committee may reject any Election, in whole or in part,
or may
suspend or terminate the right to make an Election. An Election, once
made by the
recipient and accepted by the Committee, shall be irrevocable.
(b) Notwithstanding the foregoing, if a recipient
is subject to Section 16 of
the Exchange Act, then, to the extent necessary to comply with Rule
16b-3, (i) no
Election shall be made within six months of the Tax Date to which the
Election
relates; or (ii)(A)
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the Election by the recipient to have the
Corporation withhold
shares, as well as the withholding of shares (unless the date of such
withholding of
shares is automatic or fixed in advance and is outside the control of
the recipient),
shall be made during a period beginning on the third business day
following the
date of release for publication of the Corporation's quarterly or
annual summary
statements of revenues and earnings and ending on the twelfth business
day
following such date, and (B) the right to make an Election is held for
six months
prior to the date of cash settlement.
(c) The fair market value of shares shall be
determined pursuant to the
provisions of Section 6(b)(ii).
11. Performance-Based Compensation. To the extent
to which it is
necessary to comply with Section 162(m) of the Code and the
regulations thereunder, the
following provisions shall apply:
(a) Compliance with Code Section 162(m). It is
the intent of the
Corporation that Awards conferred under the Plan to Covered Employees,
as such
term is defined in Section 14(f) herein, shall comply with the
qualified performance-
based compensation exception to employer compensation deductions set
forth in
Section 162(m) of the Code, and the Plan shall be construed in favor
of meeting the
requirements of Section 162(m) of the Code and the regulations
thereunder to the
extent possible.
(b) Committee Authority and Composition. The
Committee shall be
authorized to establish performance goals for participants, certify
satisfaction of
performance goals and other material terms for participants, and to
take such other
action as may be necessary in order to qualify for the performance-
based
compensation exception. The Committee shall be comprised of two or
more outside
directors (as such term is defined in Section 162(m) of the Code and
the regulations
thereunder). Notwithstanding the foregoing, the committee authorized
to take such
actions may be comprised of a subcommittee of the Committee or other
directors
who qualify as outside directors (as such term is defined in Section
162(m) of the
Code and the regulations thereunder), and the actions taken by such
subcommittee
or other group of outside directors shall be effective as the action
of the Committee
to the extent permitted by the Plan, Rule 16b-3 under the Exchange
Act, and Section
162(m) of the Code and the regulations thereunder.
(c) Limitations on Awards.
(i) Subject to Sections 6, 7, and 8
herein:
(A) In no event shall an employee
be granted Options for
more than 75,000 shares of Common Stock during any 12-month
period; and
(B) In no event shall an employee
be granted SAR's for
more than 75,000 shares of Common Stock during any 12-month
period;
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<PAGE>
(C) In no event shall an employee
be granted Restricted
Awards having an aggregate dollar value greater than $1,000,000
during any 12-month period;
provided, however, that the limitations set forth in
Section 11(c)(i) and (ii)
shall be subject to adjustment as provided in Section 4 herein.
(ii) The Committee shall not have
discretion to increase the amount of performance-based compensation
payable to a participant in the Plan over the amount determined in
accordance with the terms of the Plan. The Committee shall in any
event have the discretion to reduce or eliminate the amount of an
Award that would otherwise be payable to any
participant in accordance with the terms of the Plan.
(d) Change in Performance Goals. The material
terms of the performance
goal or goals pursuant to which Awards are to be made shall be
disclosed to, and
subject to the approval of, the shareholders of the Corporation.
Material terms of a
performance goal or goals, the targets of which may be changed by the
Committee,
shall be disclosed to and subject to the reapproval of, the
shareholders of the
Corporation upon a change of the material terms of the performance
goal or goals
by the Committee or as may be otherwise required by Section 162(m) of
the Code or the regulations thereunder.
12. No Right or Obligation of Continued Employment.
Nothing contained in the Plan shall require the
Corporation or a related
corporation to continue to employ a Grantee or Optionee or to continue
an individual as a
member of the Board of Directors of the Corporation, nor shall any
such individual be
required to remain in the employment of the Corporation or a related
corporation or on the
Board of Directors of the Corporation. Except as otherwise provided
in the Plan, Awards
granted under the Plan to employees of the Corporation shall not be
affected by any change
in the duties or position of the participant, as long as such
individual remains an employee
of the Corporation or a related corporation.
13. Retirement Plans.
In no event shall any amounts accrued, distributable
or payable under the Plan be treated as compensation for the purpose of
determining the amount of contributions or benefits to which any person
shall be entitled under any retirement plan sponsored by the Corporation
or a related corporation that is intended to be a qualified plan within
the meaning of Section 401(a) of the Code.
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14. Certain Definitions.
For purposes of the Plan, the following terms shall
have the meaning indicated:
(a) "Agreement" means any written agreement or agreements between
the Corporation and the recipient of an Award pursuant to the Plan
relating to the terms, conditions and restrictions of Options, SAR's,
Restricted Awards, Director Awards and any other Awards conferred herein.
(b) "Covered employee" shall mean any individual
who, on the last day of the taxable year, is (i) the chief
executive officer of the Corporation or is acting in such capacity or
(ii) among the four highest compensated officers (other than the
chief executive officer), as determined in accordance with the executive
compensation disclosure rules under the Exchange Act, unless otherwise
provided in Section 162(m) of the Code or the regulations thereunder.
(c) "Disability" shall mean the 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 twelve months.
(d) "Parent" or "parent corporation" shall mean any corporation
(other than the Corporation) in an unbroken chain of corporations ending
with the Corporation if each corporation other than the Corporation owns
stock possessing fifty percent or more of the total combined voting power
of all classes of stock in another corporation in the chain.
(e) "Predecessor" or "predecessor corporation"
means a corporation which was a party to a transaction described in Section
425(a) of the Code (or which would be so described if a substitution or
assumption under that Section had occurred) with the Corporation, or a
corporation which is a parent or subsidiary of the Corporation, or a
predecessor of any such corporation.
(f) "Related corporation" means any parent,
subsidiary or predecessor of the Corporation.
(g) "Restricted Stock" shall mean shares of Common Stock which
are subject to Director Awards or Restricted Awards payable in shares, the
vesting of which is subject to restrictions set forth in the Plan or the
Agreement relating to such Award.
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(h) "Subsidiary" or "subsidiary corporation" means
any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation if each corporation other
than the last corporation in the unbroken chain owns stock possessing
fifty percent or more of the total combined voting power of all classes
of stock in another corporation in the chain.
15. Amendment and Termination of the Plan.
The Plan may be amended or terminated at any time by
the Board of Directors of the Corporation; provided, that such amendment or
termination shall not, without the consent of the recipient of an Award,
adversely affect the rights of the recipient with respect to an Award
previously granted; and provided further, that approval by the
shareholders of the Corporation shall be required for any amendment
which would (i) increase the number of shares of Common Stock which may
be issued under the Plan, except to the extent of adjustments pursuant to
Section 4; (ii) permit the granting of Awards to any member of the Committee
(except for nondiscretionary Director Awards granted
hereunder); or (iii) materially change the requirements for
eligibility to be a recipient of an Award. Notwithstanding the foregoing,
shareholder approval shall be required for any other amendments which require
such approval in order to secure an exemption from Section 16(b) of the
Exchange Act.
16. Restrictions on Shares.
The Committee may impose such restrictions on any
shares representing Awards and Options hereunder as it may deem advisable,
including without limitation restrictions under the Securities Act of 1933,
as amended, under the requirements of the New York Stock Exchange and under
any Blue Sky or securities laws applicable to such shares. The Committee may
cause a restrictive legend to be placed on any certificate issued
pursuant to an Award hereunder in such form as may be prescribed from
time to time by applicable laws and regulations or as may be advised by
legal counsel.
17. Applicable Law.
The Plan shall be governed by and construed in
accordance with the laws of the State of North Carolina.
18. Shareholder Approval.
The Plan is subject to approval by the shareholders of
the Corporation on or before April 22, 1994. Awards granted prior to such
shareholder approval shall be conditioned upon and shall be effective only
upon approval of the Plan by such shareholders on or before such date.
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19. Predecessor Plan.
As of the Effective Date of the Plan, no further
options or awards shall be granted under the Wachovia Corporation Senior
Management and Director Stock Plan, as amended (the "Predecessor Plan").
The Predecessor Plan shall continue in effect and shall be applicable with
respect to all options and awards issued or granted prior to the Effective
Date under the Predecessor Plan.
20. Section 16(b) Compliance.
It is the intention of the Corporation that the Plan
shall comply in all respects with Rule 16b-3 under the Exchange Act, and,
if any Plan provision is later found not to be in compliance with Section
16 of the Exchange Act, the provision shall be deemed null and
void, and in all events the Plan shall be construed in favor of it
meeting the requirements of Rule 16b-3. Notwithstanding anything in
the Plan to the contrary, the Committee, in its sole and absolute
discretion, may bifurcate the Plan so as to restrict, limit or
condition the use of any provision of the Plan to participants who
are officers or Directors subject to Section 16 of the Exchange Act
without so restricting, limiting or conditioning the Plan with
respect to other participants.
21. Change of Control.
(a) Notwithstanding any other provision of the
Plan to the contrary, in the event of a Change of Control (as defined in
Section 21(b) herein):
(i) All Options and SAR's outstanding as of the date of
such Change of Control shall become fully exercisable, whether or not
then otherwise exercisable.
(ii) Any restrictions including but not limited to the
Restriction Period applicable to any Restricted Stock Award or
Restricted Unit shall be deemed to have expired, and such Restricted
Stock Awards and Restricted Stock Units shall become fully vested
and payable to the fullest extent of the original grant of the
applicable Award.
(iii) The restrictions, if any, applicable to any
Director Award shall be deemed to have expired, and such Director
Awards shall be deemed earned immediately.
(iv) Notwithstanding the foregoing, in the event of a
merger, share exchange, reorganization or other business combination
affecting the Corporation or a related corporation, the Committee may,
in its sole and absolute discretion, determine that any or all Awards
granted pursuant to the Plan shall not vest or become exercisable on
an accelerated basis, if the Board of Directors or the surviving or
acquiring corporation, as the case may be, shall have taken such
action, including but not limited to the grant of substitute awards,
as in the
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<PAGE>
opinion of the Committee is equitable or
appropriate to protect the rights and interests of participants under
the Plan. For the purposes herein, the Committee authorized to make the
determinations provided for in this Section 21(a)(iv) shall be
appointed by the Board of Directors, two-thirds of the members of
which shall have been Directors of the Corporation prior to the
merger, share exchange, reorganization or other business combinations
affecting the Corporation or a related corporation.
(vi) Notwithstanding the foregoing, any
recipient of an Award who
is subject to Section 16 of the Exchange Act may not sell or otherwise
dispose of shares of Common Stock subject to an Award for a period of
six months following the date of grant of the Award.
(b) For the purposes herein, as "Change of
Control" shall be deemed to
have occurred on the earliest of the following dates:
(i) The date any entity or person shall
have become the beneficial
owner of, or shall have obtained voting control over, thirty percent
or more of the outstanding Common Stock of the Corporation;
(ii) The date the shareholders of the Corporation approve
a definitive agreement (A) to merge or consolidate the Corporation with
or into another corporation, in which the Corporation is not the
continuing or surviving corporation or pursuant to which any shares
of Common Stock of
the Corporation would be converted into cash, securities or other
property of
another corporation, other than a merger of the Corporation in which
holders
of Common Stock immediately prior to the merger have the same
proportionate ownership of Common Stock of the surviving corporation
immediately after the merger as immediately before, or (B) to sell or
otherwise dispose of substantially all the assets of the Corporation;
or
(iii) The date there shall have been a change
in a majority of the Board
of Directors of the Corporation within a twelve month period unless the
nomination for election by the Corporation's shareholders of each new
director was approved by the vote of two-thirds of the directors then
still in office who were in office at the beginning of the twelve
month period.
(For the purposes herein, the term "person" shall mean any individual,
corporation, partnership, group, association or other person, as such term is
defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, other
than the Corporation, a subsidiary of the Corporation or any employee benefit
plan(s) sponsored or maintained by the Corporation or any subsidiary thereof,
and the term "beneficial owner" shall have the meaning given the term in Rule
13d-3 under the Exchange Act.)
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<PAGE>
IN WITNESS WHEREOF, this Wachovia Corporation Stock
Plan is, by the authority of the Board of Directors of the Corporation,
executed in behalf of the Corporation, the 22nd day of April, 1994.
WACHOVIA CORPORATION
By: /s/ L. M. Baker, Jr.
Chief Executive Officer
ATTEST:
/s/ Alice Washington Grogan
Secretary
[Corporate Seal]
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EXHIBIT 5.1
<PAGE>
(Logo of WACHOVIA)
Kenneth W. McAllister
General Counsel
Wachovia Corporation
301 North Main Street
Winston Salem, NC 27150
April 28, 1994
Wachovia Corporation
301 North Main Street
P.O. Box 3099
Winston-Salem, North Carolina 27150
RE: Registration Statement on Form S-8 Relating to the
Wachovia Corporation Stock Plan
Gentlemen:
I am familiar with the proceedings taken by Wachovia Corporation (the
"Company") in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933,
as amended, pertaining to the issuance and sale of up to 6,000,000 shares of
the Company's Common Stock, par value $5.00 per share (the "Shares"), pursuant
to the Wachovia Corporation Stock Plan (the "Plan").
As counsel for the Company, I have reviewed the Plan and the Registration
Statement, and I have examined and am familiar with the records relating
to the organization of the Company, including its articles of incorporation,
bylaws and all amendments thereto, and the records of all proceedings
taken by the Board of Directors and shareholders of the Company pertinent
to the rendering of this opinion.
Based on the foregoing, and having regard for such legal considerations
as I have deemed relevant, I am of the opinion that the Shares have been
duly authorized and, upon issuance pursuant to the terms of the Plan, will
be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
(Signature of Kenneth W. McAllister)
Kenneth W. McAllister
EXHIBIT 23.2
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the Wachovia Corporation Stock
Plan of our report dated January 13, 1994, with respect to the
consolidated financial statements of Wachovia Corporation incorporated
by reference in its Annual Report on Form 10-K for the year ended
December 31, 1993, filed with the Securities and Exchange Commission.
Ernst & Young
April 25, 1994
EXHIBIT 23.3
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Wachovia Corporation Stock Plan
of our report dated January 15, 1992 relating to the financial statements
of South Carolina National Corporation and subsidiaries for the year
ended December 31, 1991, which is incorporated by reference in Wachovia
Corporation's Annual Report on 10-K for the year ended
December 31, 1993.
PRICE WATERHOUSE
Columbia, South Carolina
April 26, 1994
EXHIBIT 24.1
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
We, the undersigned directors of Wachovia Corporation,
and each of us, do hereby
make, constitute and appoint Kenneth W. McAllister and Alice W.
Grogan, and each of them (either of
whom may act without the consent or joinder of the other), our
attorneys-in-fact and agents with full
power of substitution for us and in our name, place and stead, in any
and all capacities, to execute for us
and in our behalf the Registration Statement under the Securities Act
of 1933 on Form S-8 for the
Wachovia Corporation Stock Plan and any post-effective amendments
thereto, and to file the same, with
all exhibits thereto and all documents in connection therewith, with
the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and
about the premises, as fully to all intents and purposes as we might
or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents
and/or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, we the undersigned have executed
this Power of Attorney this 22nd day of April, 1994.
L. M. Baker, Jr. Rufus C. Barkley, Jr.
Crandall C. Bowles John L. Clendenin
Lawrence M. Gressette, Jr. Thomas K. Hearn, Jr.
W. Hayne Hipp Robert M. Holder, Jr.
Donald R. Hughes F. Kenneth Iverson
James W. Johnston W. Duke Kimbrell
John G. Medlin, Jr. Herman J. Russell
Sherwood H. Smith, Jr. Charles McKenzie Taylor
