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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
WACHOVIA CORPORATION
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(Exact name of registrant as specified in its charter)
NORTH CAROLINA 1473727
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 NORTH MAIN STREET, WINSTON-SALEM, NORTH CAROLINA 27101
191 PEACHTREE STREET, ATLANTA, 30303
- -----------------------------------------------------
(Address of principal executive offices) (Zip Code)
CERTAIN OPTION AGREEMENTS BETWEEN WACHOVIA CORPORATION
AND CERTAIN CURRENT OR FORMER OFFICERS AND DIRECTORS OF
THE FIRST NATIONAL BANKSHARES OF HENRY COUNTY, INC.
---------------------------------------------------
(Full title of the plan)
------------------------------
Alice Washington Grogan
Secretary and Counsel
Wachovia Corporation
100 North Main Street
Post Office Box 3099
Winston-Salem, North Carolina 27150
(910) 732-5801
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(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
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)
- ---------- ----------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
Common
Stock, par value
$5.00 per share 81,679 shares $ 45.125 $ 3,685,765 $ 1,270.95
--------------- ---------------- --------------
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(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 March 29, 1996,
as reported on the New York Stock Exchange.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
employees of the Registrant as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended.
<PAGE> 3
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, 1995, filed on March 26, 1996 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.
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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 21,472 shares of Common Stock and has been granted options to
purchase 39,244 shares of Common Stock under existing plans of the Company and
has been granted restricted awards for 17,000 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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<PAGE> 5
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.
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<PAGE> 6
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this Registration
Statement:
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
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<S> <C>
4.1 Articles IV, VII, IX, X and XI of the Amended and Restated Articles of Incorporation of
Wachovia Corporation and Section 1.8 of Article 1 and Article 6 of the Bylaws of Wachovia
Corporation, which are incorporated by reference to Exhibits 4.1 and 4.2, respectively, to the
Company's Annual Report on Form 10-K for the year ended December 31, 1995.
4.2 Option Agreement between Wachovia Corporation and Ernest D. Blount.
4.3 Option Agreement between Wachovia Corporation and William D. Coker.
4.4 Option Agreement between Wachovia Corporation and Charles L. Cooley.
4.5 Option Agreement between Wachovia Corporation and J. Randall Dixon.
4.6 Option Agreement between Wachovia Corporation and Charles H. Gregory.
4.7 Option Agreement between Wachovia Corporation and Robert P. Harber.
4.8 Option Agreement between Wachovia Corporation and Lloyd L. Hester, Jr.
4.9 Option Agreement between Wachovia Corporation and Harold C. Johnson
4.10 Option Agreement between Wachovia Corporation and James R. Kendall.
4.11 Option Agreement between Wachovia Corporation and Roy H. Kuhn.
4.12 Option Agreement between Wachovia Corporation and Ronald W. Newton
4.13 Option Agreement between Wachovia Corporation and Roddy H. Oglesby, Jr.
4.14 Option Agreement between Wachovia Corporation and G. Phillip Paulk.
4.15 Option Agreement between Wachovia Corporation and W. Norman Strawn.
</TABLE>
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<TABLE>
<S> <C>
4.16 Option Agreement between Wachovia Corporation and Alvin E. Vaughn.
4.17 Option Agreement between Wachovia Corporation and Joe S. Chafin.
4.18 Option Agreement between Wachovia Corporation and J. Randall Dixon.
4.19 Option Agreement between Wachovia Corporation and Terry David Ellington.
5 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
23.2 Consent of Ernst & Young LLP
24 Power of Attorney
27 Financial Data Schedule (for SEC use only)
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The Company 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, as amended
(the "Securities Act");
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<PAGE> 8
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section 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 Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference 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
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<PAGE> 9
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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<PAGE> 10
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
the 1st day of April, 1996.
WACHOVIA CORPORATION
By: 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 1, 1996.
<TABLE>
<CAPTION>
<S> <C>
Leslie M. Baker, Jr. John G. Medlin, Jr.
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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)
Rufus C. Barkley, Jr.* Crandall C. Bowles*
- --------------------------------------------- ----------------------------------------------
Name: Rufus C. Barkley, Jr. Name: Crandall C. Bowles
Title: Director Title: Director
John L. Clendenin* Lawrence M. Gressette, Jr.*
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Name: John L. Clendenin Name: Lawrence M. Gressette, Jr.
Title: Director Title: Director
Thomas K. Hearn, Jr.* W. Hayne Hipp*
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Name: Thomas K. Hearn, Jr. Name: W. Hayne Hipp
Title: Director Title: Director
</TABLE>
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<TABLE>
<S> <C>
Robert M. Holder, Jr.* Donald R. Hughes*
- --------------------------------------------- -------------------------------------------------
Name: Robert M. Holder, Jr. Name: Donald R. Hughes
Title: Director Title: Director
F. Kenneth Iverson* James W. Johnston*
- ---------------------------------------------- -------------------------------------------------
Name: F. Kenneth Iverson Name: James W. Johnston
Title: Director Title: Director
Wyndham Robertson* Herman J. Russell*
- ------------------------------------------- ----------------------------------------------------
Name: Wyndham Robertson Name: Herman J. Russell
Title: Director Title: Director
Sherwood H. Smith, Jr.* Charles McKenzie Taylor*
- ------------------------------------------------ ------------------------------------------------
Name: Sherwood H. Smith, Jr. Name: Charles McKenzie Taylor
Title: Director Title: Director
Robert S. McCoy, Jr. John C. McLean, Jr.
- --------------------------------------------- --------------------------------------------------
Name: Robert S. McCoy, Jr. Name: John C. McLean, Jr.
Title: Executive Vice President and Title: Controller (principal
Chief Financial Officer accounting officer)
(principal financial officer)
* By: Kenneth W. McAllister
---------------------
Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8 OF
WACHOVIA CORPORATION
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE
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NO.
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<S> <C>
4.1 Articles IV, VII, IX, X and XI of the Amended and Restated Articles of Incorporation of Wachovia
Corporation and Section 1.8 of Article 1 and Article 6 of the Bylaws of Wachovia Corporation, which are
incorporated by reference to Exhibits 4.1 and 4.2, respectively, to the Company's Annual Report on Form
10-K for the year ended December 31, 1995.
4.2 Option Agreement between Wachovia Corporation and Ernest D. Blount.
4.3 Option Agreement between Wachovia Corporation and William D. Coker.
4.4 Option Agreement between Wachovia Corporation and Charles L. Cooley.
4.5 Option Agreement between Wachovia Corporation and J. Randall Dixon.
4.6 Option Agreement between Wachovia Corporation and Charles H. Gregory.
4.7 Option Agreement between Wachovia Corporation and Robert P. Harber.
4.8 Option Agreement between Wachovia Corporation and Lloyd L. Hester, Jr.
4.9 Option Agreement between Wachovia Corporation and Harold C. Johnson
4.10 Option Agreement between Wachovia Corporation and James R. Kendall.
4.11 Option Agreement between Wachovia Corporation and Roy H. Kuhn.
4.12 Option Agreement between Wachovia Corporation and Ronald W. Newton.
4.13 Option Agreement between Wachovia Corporation and Roddy H. Oglesby, Jr.
4.14 Option Agreement between Wachovia Corporation and G. Phillip Paulk.
4.15 Option Agreement between Wachovia Corporation and W. Norman Strawn.
4.16 Option Agreement between Wachovia Corporation and Alvin E. Vaughn.
4.17 Option Agreement between Wachovia Corporation and Joe S. Chafin.
4.18 Option Agreement between Wachovia Corporation and J. Randall Dixon.
4.19 Option Agreement between Wachovia Corporation and Terry David Ellington.
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
<S> <C>
5 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
23.2 Consent of Ernst & Young LLP
24 Power of Attorney
27 Financial Data Schedule (for SEC use only)
- ------
</TABLE>
* Incorporated by reference.
<PAGE> 1
EXHIBIT 4.2
OPTION AGREEMENT
(Directors)
THIS AGREEMENT is made and entered into as of this 1st day of April,
1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized
and existing under the laws of the State of North Carolina and Ernest D. Blount
("Option Holder").
W I T N E S S E T H:
WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase
5,000 shares of common stock of The First National Bankshares of Henry County,
Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant
Agreement") dated as of December 21, 1990, between Option Holder and First
National;
WHEREAS, Wachovia and First National are parties to an Agreement and
Plan of Merger (the "Agreement"), dated November 22, 1995, providing for
Wachovia's acquisition of First National;
WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's
Warrant will be converted into an option (the "Option") to purchase Wachovia
common stock (the "Common Stock") at an option price of $24.85 based upon a
fixed exchange rate of 0.4024; and
WHEREAS, the Option granted by this Option Agreement is in exchange
for and in cancellation of the Warrant.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, Wachovia hereby grants to Option
Holder the Option to purchase all or any part of an aggregate of 2,012 shares
of the Common Stock of Wachovia.
2. Term. The Option may be exercised in whole, or from time to
time in part, at any time from the date hereof until 5:00 p.m. Eastern time on
December 21, 2000 (the "Expiration Time").
3. Purchase Price. The price per share to be paid by Option
Holder for the shares of Common Stock subject to this Option shall be $24.85,
subject to adjustment as set forth in Section 6 and Section 7 hereof (such
price, as adjusted, is hereinafter called the "Purchase Price").
<PAGE> 2
4. Exercise of Option. The Option may be exercised by Option
Holder by delivery to Wachovia, at the address of Wachovia set forth under
Section 11(a) hereof or such other address as Wachovia advises Option Holder
pursuant to Section 11(a) hereof, of the following:
(a) Written notice of exercise specifying the number of
shares of Common Stock with respect to which the Option is being exercised; and
(b) A cashier's or certified check payable to Wachovia
for the full amount of the aggregate Purchase Price for the number of shares as
to which the Option is being exercised.
5. Issuance of Shares. Upon receipt of the items set forth in
Section 4, and subject to the terms hereof, Wachovia shall cause to be
delivered to Option Holder stock certificates for the number of shares
specified in the notice to exercise, such shares to be registered in the name
of Option Holder. Notwithstanding the foregoing, Wachovia shall not be
required to issue or deliver any certificate for shares of Common Stock
purchased upon exercise of the Option or any portion thereof prior to the
fulfillment of the following conditions:
(a) The admission of such shares for listing on all stock
exchanges on which the Common Stock is then listed;
(b) The completion of any registration or other
qualification of such shares which Wachovia shall deem necessary or advisable
under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from
any federal or state governmental agency or body which Wachovia shall determine
to be necessary or advisable; and
(d) The lapse of such reasonable period of time following
the exercise of the Option as Wachovia from time to time may establish for
reasons of administrative convenience.
Wachovia shall have no obligation to obtain the fulfillment of
these conditions; provided, however, that Option Holder shall have one full
calendar year after these conditions have been fulfilled to exercise his or her
Option granted herein, notwithstanding any other provision herein.
6. Antidilution, Etc.
(a) If prior to the Expiration Time, Wachovia shall
subdivide its outstanding shares of Common Stock into a greater number of
shares, or declare and pay a dividend on its Common Stock payable in additional
shares of its Common Stock, the Purchase Price as then in effect shall be
proportionately reduced, and the number of shares of Common Stock then subject
to exercise under the Option (and not previously exercised) shall be
proportionately increased.
(b) If prior to the Expiration Time, Wachovia shall
combine its outstanding shares of the Common Stock into a smaller number of
shares, the Purchase Price, as then in effect, shall
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<PAGE> 3
be proportionately increased, and the number of shares of Common Stock then
subject to exercise under the Option (and not previously exercised) shall be
proportionately reduced.
7. Reorganization, Reclassification, Consolidation or Merger. If
prior to the Expiration Time, there shall be any reorganization or
reclassification of the Common Stock of Wachovia (other than a subdivision or
combination of shares provided for in Section 6 hereof), or any consolidation
or merger of Wachovia with another entity, the Option Holder shall thereafter
be entitled to receive, during the term hereof and upon payment of the Purchase
Price, the number of shares of stock or other securities or property of
Wachovia or of the successor entity (or its parent company) resulting from such
consolidation or merger, as the case may be, to which a holder of the Common
Stock of Wachovia, deliverable upon the exercise of this Option, would have
been entitled upon such reorganization, reclassification, consolidation or
merger; and in any case, appropriate adjustment (as determined by agreement of
the Option Holder and the Board of Directors of Wachovia) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the Option Holder to the end that the provisions set
forth herein (including the adjustment of the Purchase Price and the number of
shares issuable upon the exercise of this Option) shall thereafter be
applicable, as nearly as may be reasonably practicable, in relation to any
shares or other property thereafter deliverable upon the exercise hereof.
8. Notice of Adjustments. Upon any adjustment of the Purchase
Price and any increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of this Option, Wachovia, within thirty (30) days
thereafter, shall give written notice thereof to the Option Holder at the
address set forth under Section 11(a) hereof or such other address as Option
Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall
state the Purchase Price as adjusted and the increased or decreased number of
shares purchasable upon the exercise of this Option, setting forth in
reasonable detail the method of calculation of each.
9. Transfer and Assignment.
(a) Neither this Option nor any rights hereunder are
assignable or transferable by Option Holder otherwise than by will or under the
laws of descent and distribution, and during the Option Holder's lifetime this
Option is exercisable only by Option Holder (or by Option Holder's guardian or
legal representative, should one be appointed). More particularly, but without
limiting the generality of the foregoing, except as may be approved otherwise
by Wachovia, this Option may not be assigned, transferred (except as
aforesaid), pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.
Any attempted assignment, transfer, pledge, hypothecation or
other disposition of this Option contrary to the provisions hereof shall be
null and void and without legal effect.
(b) Shares of Common Stock acquired by exercise of the
Option granted hereby may not be transferred or sold unless the transfer is
exempt from further regulatory approval or otherwise permissible under
applicable law, including state and federal securities laws.
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<PAGE> 4
10. Cancellation of First National Warrant. Option Holder agrees
that the Option granted by this Option Agreement is in exchange for and in
cancellation of the Warrant to purchase First National common stock granted by
the Warrant Agreement.
11. Miscellaneous.
(a) All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, telegram or facsimile
transmission, or if mailed, by postage prepaid first class mail, on the third
business day after mailing, to the following address (or at such other address
as a party may notify the other hereunder):
To Wachovia: Wachovia Corporation
301 North Main Street
P. O. Box 3099
Winston-Salem, North Carolina 27150-3099
Attention: Kenneth W. McAllister, Esq.
To Option Holder: Ernest D. Blount
1380 Hwy 81 East
McDonough, GA 30252
(b) Wachovia covenants that it has reserved and will keep
available, solely for the purpose of issue upon the exercise hereof, a
sufficient number of shares of Common Stock to permit the exercise hereof in
full.
(c) No holder of this Option, as such, shall be entitled
to vote or receive dividends with respect to the shares of Common Stock subject
hereto or be deemed to be a shareholder of Wachovia for any purpose until such
Common Stock has been issued.
(d) This Option may be amended only by an instrument in
writing executed by the party against whom enforcement of the amendment is
sought.
(e) This Option may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.
(f) This Option shall be governed by and construed and
enforced in accordance with the laws of the State of North Carolina.
[SIGNATURES ON NEXT PAGE]
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<PAGE> 5
IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto, and Option Holder has executed this Option Agreement under seal, all as
of the day and year first above written.
WACHOVIA CORPORATION
[CORPORATE SEAL]
By: /s/ Kenneth W. McAllister
---------------------------------
Executive Vice President and
General Counsel
ATTEST:
/s/ Alice Washington Grogan
- ----------------------------------
Secretary
OPTION HOLDER
/s/ Ernest D. Blount (Seal)
------------------------------------
(Signature)
Ernest D. Blount
------------------------------------
(Print Name)
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EXHIBIT 4.3
OPTION AGREEMENT
(Directors)
THIS AGREEMENT is made and entered into as of this 1st day of April,
1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized
and existing under the laws of the State of North Carolina and William D. Coker
("Option Holder").
W I T N E S S E T H:
WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase
16,000 shares of common stock of The First National Bankshares of Henry County,
Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant
Agreement") dated as of December 21, 1990, between Option Holder and First
National;
WHEREAS, Wachovia and First National are parties to an Agreement and
Plan of Merger (the "Agreement"), dated November 22, 1995, providing for
Wachovia's acquisition of First National;
WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's
Warrant will be converted into an option (the "Option") to purchase Wachovia
common stock (the "Common Stock") at an option price of $24.85 based upon a
fixed exchange rate of 0.4024; and
WHEREAS, the Option granted by this Option Agreement is in exchange
for and in cancellation of the Warrant.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, Wachovia hereby grants to Option
Holder the Option to purchase all or any part of an aggregate of 6,438 shares
of the Common Stock of Wachovia.
2. Term. The Option may be exercised in whole, or from time to
time in part, at any time from the date hereof until 5:00 p.m. Eastern time on
December 21, 2000 (the "Expiration Time").
3. Purchase Price. The price per share to be paid by Option
Holder for the shares of Common Stock subject to this Option shall be $24.85,
subject to adjustment as set forth in Section 6 and Section 7 hereof (such
price, as adjusted, is hereinafter called the "Purchase Price").
<PAGE> 2
4. Exercise of Option. The Option may be exercised by Option
Holder by delivery to Wachovia, at the address of Wachovia set forth under
Section 11(a) hereof or such other address as Wachovia advises Option Holder
pursuant to Section 11(a) hereof, of the following:
(a) Written notice of exercise specifying the number of
shares of Common Stock with respect to which the Option is being exercised; and
(b) A cashier's or certified check payable to Wachovia
for the full amount of the aggregate Purchase Price for the number of shares as
to which the Option is being exercised.
5. Issuance of Shares. Upon receipt of the items set forth in
Section 4, and subject to the terms hereof, Wachovia shall cause to be
delivered to Option Holder stock certificates for the number of shares
specified in the notice to exercise, such shares to be registered in the name
of Option Holder. Notwithstanding the foregoing, Wachovia shall not be
required to issue or deliver any certificate for shares of Common Stock
purchased upon exercise of the Option or any portion thereof prior to the
fulfillment of the following conditions:
(a) The admission of such shares for listing on all stock
exchanges on which the Common Stock is then listed;
(b) The completion of any registration or other
qualification of such shares which Wachovia shall deem necessary or advisable
under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from
any federal or state governmental agency or body which Wachovia shall determine
to be necessary or advisable; and
(d) The lapse of such reasonable period of time following
the exercise of the Option as Wachovia from time to time may establish for
reasons of administrative convenience.
Wachovia shall have no obligation to obtain the fulfillment of
these conditions; provided, however, that Option Holder shall have one full
calendar year after these conditions have been fulfilled to exercise his or her
Option granted herein, notwithstanding any other provision herein.
6. Antidilution, Etc.
(a) If prior to the Expiration Time, Wachovia shall
subdivide its outstanding shares of Common Stock into a greater number of
shares, or declare and pay a dividend on its Common Stock payable in additional
shares of its Common Stock, the Purchase Price as then in effect shall be
proportionately reduced, and the number of shares of Common Stock then subject
to exercise under the Option (and not previously exercised) shall be
proportionately increased.
(b) If prior to the Expiration Time, Wachovia shall
combine its outstanding shares of the Common Stock into a smaller number of
shares, the Purchase Price, as then in effect, shall
- 2 -
<PAGE> 3
be proportionately increased, and the number of shares of Common Stock then
subject to exercise under the Option (and not previously exercised) shall be
proportionately reduced.
7. Reorganization, Reclassification, Consolidation or Merger. If
prior to the Expiration Time, there shall be any reorganization or
reclassification of the Common Stock of Wachovia (other than a subdivision or
combination of shares provided for in Section 6 hereof), or any consolidation
or merger of Wachovia with another entity, the Option Holder shall thereafter
be entitled to receive, during the term hereof and upon payment of the Purchase
Price, the number of shares of stock or other securities or property of
Wachovia or of the successor entity (or its parent company) resulting from such
consolidation or merger, as the case may be, to which a holder of the Common
Stock of Wachovia, deliverable upon the exercise of this Option, would have
been entitled upon such reorganization, reclassification, consolidation or
merger; and in any case, appropriate adjustment (as determined by agreement of
the Option Holder and the Board of Directors of Wachovia) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the Option Holder to the end that the provisions set
forth herein (including the adjustment of the Purchase Price and the number of
shares issuable upon the exercise of this Option) shall thereafter be
applicable, as nearly as may be reasonably practicable, in relation to any
shares or other property thereafter deliverable upon the exercise hereof.
8. Notice of Adjustments. Upon any adjustment of the Purchase
Price and any increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of this Option, Wachovia, within thirty (30) days
thereafter, shall give written notice thereof to the Option Holder at the
address set forth under Section 11(a) hereof or such other address as Option
Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall
state the Purchase Price as adjusted and the increased or decreased number of
shares purchasable upon the exercise of this Option, setting forth in
reasonable detail the method of calculation of each.
9. Transfer and Assignment.
(a) Neither this Option nor any rights hereunder are
assignable or transferable by Option Holder otherwise than by will or under the
laws of descent and distribution, and during the Option Holder's lifetime this
Option is exercisable only by Option Holder (or by Option Holder's guardian or
legal representative, should one be appointed). More particularly, but without
limiting the generality of the foregoing, except as may be approved otherwise
by Wachovia, this Option may not be assigned, transferred (except as
aforesaid), pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.
Any attempted assignment, transfer, pledge, hypothecation or
other disposition of this Option contrary to the provisions hereof shall be
null and void and without legal effect.
(b) Shares of Common Stock acquired by exercise of the
Option granted hereby may not be transferred or sold unless the transfer is
exempt from further regulatory approval or otherwise permissible under
applicable law, including state and federal securities laws.
- 3 -
<PAGE> 4
10. Cancellation of First National Warrant. Option Holder agrees
that the Option granted by this Option Agreement is in exchange for and in
cancellation of the Warrant to purchase First National common stock granted by
the Warrant Agreement.
11. Miscellaneous.
(a) All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, telegram or facsimile
transmission, or if mailed, by postage prepaid first class mail, on the third
business day after mailing, to the following address (or at such other address
as a party may notify the other hereunder):
To Wachovia: Wachovia Corporation
301 North Main Street
P. O. Box 3099
Winston-Salem, North Carolina 27150-3099
Attention: Kenneth W. McAllister, Esq.
To Option Holder: William D. Coker
279 Cotton Indian Creek Road
McDonough, GA 30252
(b) Wachovia covenants that it has reserved and will keep
available, solely for the purpose of issue upon the exercise hereof, a
sufficient number of shares of Common Stock to permit the exercise hereof in
full.
(c) No holder of this Option, as such, shall be entitled
to vote or receive dividends with respect to the shares of Common Stock subject
hereto or be deemed to be a shareholder of Wachovia for any purpose until such
Common Stock has been issued.
(d) This Option may be amended only by an instrument in
writing executed by the party against whom enforcement of the amendment is
sought.
(e) This Option may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.
(f) This Option shall be governed by and construed and
enforced in accordance with the laws of the State of North Carolina.
[SIGNATURES ON NEXT PAGE]
- 4 -
<PAGE> 5
IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto, and Option Holder has executed this Option Agreement under seal, all as
of the day and year first above written.
WACHOVIA CORPORATION
[CORPORATE SEAL]
By: /s/ Kenneth W. McAllister
-------------------------------
Executive Vice President and
General Counsel
ATTEST:
/s/ Alice Washington Grogan
- --------------------------------
Secretary
OPTION HOLDER
/s/ William D. Coker (Seal)
------------------------------
(Signature)
William D. Coker
------------------------------
(Print Name)
- 5 -
<PAGE> 1
EXHIBIT 4.4
OPTION AGREEMENT
(Directors)
THIS AGREEMENT is made and entered into as of this 1st day of April,
1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized
and existing under the laws of the State of North Carolina and Charles L.
Cooley ("Option Holder").
W I T N E S S E T H:
WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase
12,500 shares of common stock of The First National Bankshares of Henry County,
Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant
Agreement") dated as of December 21, 1990, between Option Holder and First
National;
WHEREAS, Wachovia and First National are parties to an Agreement and
Plan of Merger (the "Agreement"), dated November 22, 1995, providing for
Wachovia's acquisition of First National;
WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's
Warrant will be converted into an option (the "Option") to purchase Wachovia
common stock (the "Common Stock") at an option price of $24.85 based upon a
fixed exchange rate of 0.4024; and
WHEREAS, the Option granted by this Option Agreement is in exchange
for and in cancellation of the Warrant.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, Wachovia hereby grants to Option
Holder the Option to purchase all or any part of an aggregate of 5,030 shares
of the Common Stock of Wachovia.
2. Term. The Option may be exercised in whole, or from time to
time in part, at any time from the date hereof until 5:00 p.m. Eastern time on
December 21, 2000 (the "Expiration Time").
3. Purchase Price. The price per share to be paid by Option
Holder for the shares of Common Stock subject to this Option shall be $24.85,
subject to adjustment as set forth in Section 6 and Section 7 hereof (such
price, as adjusted, is hereinafter called the "Purchase Price").
<PAGE> 2
4. Exercise of Option. The Option may be exercised by Option
Holder by delivery to Wachovia, at the address of Wachovia set forth under
Section 11(a) hereof or such other address as Wachovia advises Option Holder
pursuant to Section 11(a) hereof, of the following:
(a) Written notice of exercise specifying the number of
shares of Common Stock with respect to which the Option is being exercised; and
(b) A cashier's or certified check payable to Wachovia
for the full amount of the aggregate Purchase Price for the number of shares as
to which the Option is being exercised.
5. Issuance of Shares. Upon receipt of the items set forth in
Section 4, and subject to the terms hereof, Wachovia shall cause to be
delivered to Option Holder stock certificates for the number of shares
specified in the notice to exercise, such shares to be registered in the name
of Option Holder. Notwithstanding the foregoing, Wachovia shall not be
required to issue or deliver any certificate for shares of Common Stock
purchased upon exercise of the Option or any portion thereof prior to the
fulfillment of the following conditions:
(a) The admission of such shares for listing on all stock
exchanges on which the Common Stock is then listed;
(b) The completion of any registration or other
qualification of such shares which Wachovia shall deem necessary or advisable
under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from
any federal or state governmental agency or body which Wachovia shall determine
to be necessary or advisable; and
(d) The lapse of such reasonable period of time following
the exercise of the Option as Wachovia from time to time may establish for
reasons of administrative convenience.
Wachovia shall have no obligation to obtain the fulfillment of
these conditions; provided, however, that Option Holder shall have one full
calendar year after these conditions have been fulfilled to exercise his or her
Option granted herein, notwithstanding any other provision herein.
6. Antidilution, Etc.
(a) If prior to the Expiration Time, Wachovia shall
subdivide its outstanding shares of Common Stock into a greater number of
shares, or declare and pay a dividend on its Common Stock payable in additional
shares of its Common Stock, the Purchase Price as then in effect shall be
proportionately reduced, and the number of shares of Common Stock then subject
to exercise under the Option (and not previously exercised) shall be
proportionately increased.
(b) If prior to the Expiration Time, Wachovia shall
combine its outstanding shares of the Common Stock into a smaller number of
shares, the Purchase Price, as then in effect, shall
- 2 -
<PAGE> 3
be proportionately increased, and the number of shares of Common Stock then
subject to exercise under the Option (and not previously exercised) shall be
proportionately reduced.
7. Reorganization, Reclassification, Consolidation or Merger. If
prior to the Expiration Time, there shall be any reorganization or
reclassification of the Common Stock of Wachovia (other than a subdivision or
combination of shares provided for in Section 6 hereof), or any consolidation
or merger of Wachovia with another entity, the Option Holder shall thereafter
be entitled to receive, during the term hereof and upon payment of the Purchase
Price, the number of shares of stock or other securities or property of
Wachovia or of the successor entity (or its parent company) resulting from such
consolidation or merger, as the case may be, to which a holder of the Common
Stock of Wachovia, deliverable upon the exercise of this Option, would have
been entitled upon such reorganization, reclassification, consolidation or
merger; and in any case, appropriate adjustment (as determined by agreement of
the Option Holder and the Board of Directors of Wachovia) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the Option Holder to the end that the provisions set
forth herein (including the adjustment of the Purchase Price and the number of
shares issuable upon the exercise of this Option) shall thereafter be
applicable, as nearly as may be reasonably practicable, in relation to any
shares or other property thereafter deliverable upon the exercise hereof.
8. Notice of Adjustments. Upon any adjustment of the Purchase
Price and any increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of this Option, Wachovia, within thirty (30) days
thereafter, shall give written notice thereof to the Option Holder at the
address set forth under Section 11(a) hereof or such other address as Option
Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall
state the Purchase Price as adjusted and the increased or decreased number of
shares purchasable upon the exercise of this Option, setting forth in
reasonable detail the method of calculation of each.
9. Transfer and Assignment.
(a) Neither this Option nor any rights hereunder are
assignable or transferable by Option Holder otherwise than by will or under the
laws of descent and distribution, and during the Option Holder's lifetime this
Option is exercisable only by Option Holder (or by Option Holder's guardian or
legal representative, should one be appointed). More particularly, but without
limiting the generality of the foregoing, except as may be approved otherwise
by Wachovia, this Option may not be assigned, transferred (except as
aforesaid), pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.
Any attempted assignment, transfer, pledge, hypothecation or
other disposition of this Option contrary to the provisions hereof shall be
null and void and without legal effect.
(b) Shares of Common Stock acquired by exercise of the
Option granted hereby may not be transferred or sold unless the transfer is
exempt from further regulatory approval or otherwise permissible under
applicable law, including state and federal securities laws.
- 3 -
<PAGE> 4
10. Cancellation of First National Warrant. Option Holder agrees
that the Option granted by this Option Agreement is in exchange for and in
cancellation of the Warrant to purchase First National common stock granted by
the Warrant Agreement.
11. Miscellaneous.
(a) All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, telegram or facsimile
transmission, or if mailed, by postage prepaid first class mail, on the third
business day after mailing, to the following address (or at such other address
as a party may notify the other hereunder):
To Wachovia: Wachovia Corporation
301 North Main Street
P. O. Box 3099
Winston-Salem, North Carolina 27150-3099
Attention: Kenneth W. McAllister, Esq.
To Option Holder: Charles L. Cooley
1502 Kings Crossing
Stone Mountain, GA 30087
(b) Wachovia covenants that it has reserved and will keep
available, solely for the purpose of issue upon the exercise hereof, a
sufficient number of shares of Common Stock to permit the exercise hereof in
full.
(c) No holder of this Option, as such, shall be entitled
to vote or receive dividends with respect to the shares of Common Stock subject
hereto or be deemed to be a shareholder of Wachovia for any purpose until such
Common Stock has been issued.
(d) This Option may be amended only by an instrument in
writing executed by the party against whom enforcement of the amendment is
sought.
(e) This Option may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.
(f) This Option shall be governed by and construed and
enforced in accordance with the laws of the State of North Carolina.
[SIGNATURES ON NEXT PAGE]
- 4 -
<PAGE> 5
IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto, and Option Holder has executed this Option Agreement under seal, all as
of the day and year first above written.
WACHOVIA CORPORATION
[CORPORATE SEAL]
By: /s/ Kenneth W. McAllister
-----------------------------
Executive Vice President and
General Counsel
ATTEST:
/s/ Alice Washington Grogan
- ------------------------------
Secretary
OPTION HOLDER
/s/ Charles L. Cooley (Seal)
-----------------------------
(Signature)
Charles L. Cooley
-----------------------------
(Print Name)
- 5 -
<PAGE> 1
EXHIBIT 4.5
OPTION AGREEMENT
(Directors)
THIS AGREEMENT is made and entered into as of this 1st day of April,
1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized
and existing under the laws of the State of North Carolina and J. Randall Dixon
("Option Holder").
W I T N E S S E T H:
WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase
6,000 shares of common stock of The First National Bankshares of Henry County,
Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant
Agreement") dated as of December 21, 1990, between Option Holder and First
National;
WHEREAS, Wachovia and First National are parties to an Agreement and
Plan of Merger (the "Agreement"), dated November 22, 1995, providing for
Wachovia's acquisition of First National;
WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's
Warrant will be converted into an option (the "Option") to purchase Wachovia
common stock (the "Common Stock") at an option price of $24.85 based upon a
fixed exchange rate of 0.4024; and
WHEREAS, the Option granted by this Option Agreement is in exchange
for and in cancellation of the Warrant.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, Wachovia hereby grants to Option
Holder the Option to purchase all or any part of an aggregate of 2,414 shares
of the Common Stock of Wachovia.
2. Term. The Option may be exercised in whole, or from time to
time in part, at any time from the date hereof until 5:00 p.m. Eastern time on
December 21, 2000 (the "Expiration Time").
3. Purchase Price. The price per share to be paid by Option
Holder for the shares of Common Stock subject to this Option shall be $24.85,
subject to adjustment as set forth in Section 6 and Section 7 hereof (such
price, as adjusted, is hereinafter called the "Purchase Price").
<PAGE> 2
4. Exercise of Option. The Option may be exercised by Option
Holder by delivery to Wachovia, at the address of Wachovia set forth under
Section 11(a) hereof or such other address as Wachovia advises Option Holder
pursuant to Section 11(a) hereof, of the following:
(a) Written notice of exercise specifying the number of
shares of Common Stock with respect to which the Option is being exercised; and
(b) A cashier's or certified check payable to Wachovia
for the full amount of the aggregate Purchase Price for the number of shares as
to which the Option is being exercised.
5. Issuance of Shares. Upon receipt of the items set forth in
Section 4, and subject to the terms hereof, Wachovia shall cause to be
delivered to Option Holder stock certificates for the number of shares
specified in the notice to exercise, such shares to be registered in the name
of Option Holder. Notwithstanding the foregoing, Wachovia shall not be
required to issue or deliver any certificate for shares of Common Stock
purchased upon exercise of the Option or any portion thereof prior to the
fulfillment of the following conditions:
(a) The admission of such shares for listing on all stock
exchanges on which the Common Stock is then listed;
(b) The completion of any registration or other
qualification of such shares which Wachovia shall deem necessary or advisable
under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from
any federal or state governmental agency or body which Wachovia shall determine
to be necessary or advisable; and
(d) The lapse of such reasonable period of time following
the exercise of the Option as Wachovia from time to time may establish for
reasons of administrative convenience.
Wachovia shall have no obligation to obtain the fulfillment of
these conditions; provided, however, that Option Holder shall have one full
calendar year after these conditions have been fulfilled to exercise his or her
Option granted herein, notwithstanding any other provision herein.
6. Antidilution, Etc.
(a) If prior to the Expiration Time, Wachovia shall
subdivide its outstanding shares of Common Stock into a greater number of
shares, or declare and pay a dividend on its Common Stock payable in additional
shares of its Common Stock, the Purchase Price as then in effect shall be
proportionately reduced, and the number of shares of Common Stock then subject
to exercise under the Option (and not previously exercised) shall be
proportionately increased.
(b) If prior to the Expiration Time, Wachovia shall
combine its outstanding shares of the Common Stock into a smaller number of
shares, the Purchase Price, as then in effect, shall
- 2 -
<PAGE> 3
be proportionately increased, and the number of shares of Common Stock then
subject to exercise under the Option (and not previously exercised) shall be
proportionately reduced.
7. Reorganization, Reclassification, Consolidation or Merger. If
prior to the Expiration Time, there shall be any reorganization or
reclassification of the Common Stock of Wachovia (other than a subdivision or
combination of shares provided for in Section 6 hereof), or any consolidation
or merger of Wachovia with another entity, the Option Holder shall thereafter
be entitled to receive, during the term hereof and upon payment of the Purchase
Price, the number of shares of stock or other securities or property of
Wachovia or of the successor entity (or its parent company) resulting from such
consolidation or merger, as the case may be, to which a holder of the Common
Stock of Wachovia, deliverable upon the exercise of this Option, would have
been entitled upon such reorganization, reclassification, consolidation or
merger; and in any case, appropriate adjustment (as determined by agreement of
the Option Holder and the Board of Directors of Wachovia) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the Option Holder to the end that the provisions set
forth herein (including the adjustment of the Purchase Price and the number of
shares issuable upon the exercise of this Option) shall thereafter be
applicable, as nearly as may be reasonably practicable, in relation to any
shares or other property thereafter deliverable upon the exercise hereof.
8. Notice of Adjustments. Upon any adjustment of the Purchase
Price and any increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of this Option, Wachovia, within thirty (30) days
thereafter, shall give written notice thereof to the Option Holder at the
address set forth under Section 11(a) hereof or such other address as Option
Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall
state the Purchase Price as adjusted and the increased or decreased number of
shares purchasable upon the exercise of this Option, setting forth in
reasonable detail the method of calculation of each.
9. Transfer and Assignment.
(a) Neither this Option nor any rights hereunder are
assignable or transferable by Option Holder otherwise than by will or under the
laws of descent and distribution, and during the Option Holder's lifetime this
Option is exercisable only by Option Holder (or by Option Holder's guardian or
legal representative, should one be appointed). More particularly, but without
limiting the generality of the foregoing, except as may be approved otherwise
by Wachovia, this Option may not be assigned, transferred (except as
aforesaid), pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.
Any attempted assignment, transfer, pledge, hypothecation or
other disposition of this Option contrary to the provisions hereof shall be
null and void and without legal effect.
(b) Shares of Common Stock acquired by exercise of the
Option granted hereby may not be transferred or sold unless the transfer is
exempt from further regulatory approval or otherwise permissible under
applicable law, including state and federal securities laws.
- 3 -
<PAGE> 4
10. Cancellation of First National Warrant. Option Holder agrees
that the Option granted by this Option Agreement is in exchange for and in
cancellation of the Warrant to purchase First National common stock granted by
the Warrant Agreement.
11. Miscellaneous.
(a) All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, telegram or facsimile
transmission, or if mailed, by postage prepaid first class mail, on the third
business day after mailing, to the following address (or at such other address
as a party may notify the other hereunder):
To Wachovia: Wachovia Corporation
301 North Main Street
P. O. Box 3099
Winston-Salem, North Carolina 27150-3099
Attention: Kenneth W. McAllister, Esq.
To Option Holder: J. Randall Dixon
6007 Highway 155 N.
Stockbridge, GA 30281
(b) Wachovia covenants that it has reserved and will keep
available, solely for the purpose of issue upon the exercise hereof, a
sufficient number of shares of Common Stock to permit the exercise hereof in
full.
(c) No holder of this Option, as such, shall be entitled
to vote or receive dividends with respect to the shares of Common Stock subject
hereto or be deemed to be a shareholder of Wachovia for any purpose until such
Common Stock has been issued.
(d) This Option may be amended only by an instrument in
writing executed by the party against whom enforcement of the amendment is
sought.
(e) This Option may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.
(f) This Option shall be governed by and construed and
enforced in accordance with the laws of the State of North Carolina.
[SIGNATURES ON NEXT PAGE]
- 4 -
<PAGE> 5
IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto, and Option Holder has executed this Option Agreement under seal, all as
of the day and year first above written.
WACHOVIA CORPORATION
[CORPORATE SEAL]
By: /s/ Kenneth W. McAllister
----------------------------
Executive Vice President and
General Counsel
ATTEST:
/s/ Alice Washington Grogan
- -------------------------------
Secretary
OPTION HOLDER
/s/ J. Randall Dixon (Seal)
---------------------------
(Signature)
J. Randall Dixon
---------------------------
(Print Name)
- 5 -
<PAGE> 1
EXHIBIT 4.6
OPTION AGREEMENT
(Directors)
THIS AGREEMENT is made and entered into as of this 1st day of April,
1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized
and existing under the laws of the State of North Carolina and Charles H.
Gregory ("Option Holder").
W I T N E S S E T H:
WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase
6,500 shares of common stock of The First National Bankshares of Henry County,
Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant
Agreement") dated as of December 21, 1990, between Option Holder and First
National;
WHEREAS, Wachovia and First National are parties to an Agreement and
Plan of Merger (the "Agreement"), dated November 22, 1995, providing for
Wachovia's acquisition of First National;
WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's
Warrant will be converted into an option (the "Option") to purchase Wachovia
common stock (the "Common Stock") at an option price of $24.85 based upon a
fixed exchange rate of 0.4024; and
WHEREAS, the Option granted by this Option Agreement is in exchange
for and in cancellation of the Warrant.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, Wachovia hereby grants to Option
Holder the Option to purchase all or any part of an aggregate of 2,615 shares
of the Common Stock of Wachovia.
2. Term. The Option may be exercised in whole, or from time to
time in part, at any time from the date hereof until 5:00 p.m. Eastern time on
December 21, 2000 (the "Expiration Time").
3. Purchase Price. The price per share to be paid by Option
Holder for the shares of Common Stock subject to this Option shall be $24.85,
subject to adjustment as set forth in Section 6 and Section 7 hereof (such
price, as adjusted, is hereinafter called the "Purchase Price").
<PAGE> 2
4. Exercise of Option. The Option may be exercised by Option
Holder by delivery to Wachovia, at the address of Wachovia set forth under
Section 11(a) hereof or such other address as Wachovia advises Option Holder
pursuant to Section 11(a) hereof, of the following:
(a) Written notice of exercise specifying the number of
shares of Common Stock with respect to which the Option is being exercised; and
(b) A cashier's or certified check payable to Wachovia
for the full amount of the aggregate Purchase Price for the number of shares as
to which the Option is being exercised.
5. Issuance of Shares. Upon receipt of the items set forth in
Section 4, and subject to the terms hereof, Wachovia shall cause to be
delivered to Option Holder stock certificates for the number of shares
specified in the notice to exercise, such shares to be registered in the name
of Option Holder. Notwithstanding the foregoing, Wachovia shall not be
required to issue or deliver any certificate for shares of Common Stock
purchased upon exercise of the Option or any portion thereof prior to the
fulfillment of the following conditions:
(a) The admission of such shares for listing on all stock
exchanges on which the Common Stock is then listed;
(b) The completion of any registration or other
qualification of such shares which Wachovia shall deem necessary or advisable
under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from
any federal or state governmental agency or body which Wachovia shall determine
to be necessary or advisable; and
(d) The lapse of such reasonable period of time following
the exercise of the Option as Wachovia from time to time may establish for
reasons of administrative convenience.
Wachovia shall have no obligation to obtain the fulfillment of
these conditions; provided, however, that Option Holder shall have one full
calendar year after these conditions have been fulfilled to exercise his or her
Option granted herein, notwithstanding any other provision herein.
6. Antidilution, Etc.
(a) If prior to the Expiration Time, Wachovia shall
subdivide its outstanding shares of Common Stock into a greater number of
shares, or declare and pay a dividend on its Common Stock payable in additional
shares of its Common Stock, the Purchase Price as then in effect shall be
proportionately reduced, and the number of shares of Common Stock then subject
to exercise under the Option (and not previously exercised) shall be
proportionately increased.
(b) If prior to the Expiration Time, Wachovia shall
combine its outstanding shares of the Common Stock into a smaller number of
shares, the Purchase Price, as then in effect, shall
- 2 -
<PAGE> 3
be proportionately increased, and the number of shares of Common Stock then
subject to exercise under the Option (and not previously exercised) shall be
proportionately reduced.
7. Reorganization, Reclassification, Consolidation or Merger. If
prior to the Expiration Time, there shall be any reorganization or
reclassification of the Common Stock of Wachovia (other than a subdivision or
combination of shares provided for in Section 6 hereof), or any consolidation
or merger of Wachovia with another entity, the Option Holder shall thereafter
be entitled to receive, during the term hereof and upon payment of the Purchase
Price, the number of shares of stock or other securities or property of
Wachovia or of the successor entity (or its parent company) resulting from such
consolidation or merger, as the case may be, to which a holder of the Common
Stock of Wachovia, deliverable upon the exercise of this Option, would have
been entitled upon such reorganization, reclassification, consolidation or
merger; and in any case, appropriate adjustment (as determined by agreement of
the Option Holder and the Board of Directors of Wachovia) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the Option Holder to the end that the provisions set
forth herein (including the adjustment of the Purchase Price and the number of
shares issuable upon the exercise of this Option) shall thereafter be
applicable, as nearly as may be reasonably practicable, in relation to any
shares or other property thereafter deliverable upon the exercise hereof.
8. Notice of Adjustments. Upon any adjustment of the Purchase
Price and any increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of this Option, Wachovia, within thirty (30) days
thereafter, shall give written notice thereof to the Option Holder at the
address set forth under Section 11(a) hereof or such other address as Option
Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall
state the Purchase Price as adjusted and the increased or decreased number of
shares purchasable upon the exercise of this Option, setting forth in
reasonable detail the method of calculation of each.
9. Transfer and Assignment.
(a) Neither this Option nor any rights hereunder are
assignable or transferable by Option Holder otherwise than by will or under the
laws of descent and distribution, and during the Option Holder's lifetime this
Option is exercisable only by Option Holder (or by Option Holder's guardian or
legal representative, should one be appointed). More particularly, but without
limiting the generality of the foregoing, except as may be approved otherwise
by Wachovia, this Option may not be assigned, transferred (except as
aforesaid), pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.
Any attempted assignment, transfer, pledge, hypothecation or
other disposition of this Option contrary to the provisions hereof shall be
null and void and without legal effect.
(b) Shares of Common Stock acquired by exercise of the
Option granted hereby may not be transferred or sold unless the transfer is
exempt from further regulatory approval or otherwise permissible under
applicable law, including state and federal securities laws.
- 3 -
<PAGE> 4
10. Cancellation of First National Warrant. Option Holder agrees
that the Option granted by this Option Agreement is in exchange for and in
cancellation of the Warrant to purchase First National common stock granted by
the Warrant Agreement.
11. Miscellaneous.
(a) All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, telegram or facsimile
transmission, or if mailed, by postage prepaid first class mail, on the third
business day after mailing, to the following address (or at such other address
as a party may notify the other hereunder):
To Wachovia: Wachovia Corporation
301 North Main Street
P. O. Box 3099
Winston-Salem, North Carolina 27150-3099
Attention: Kenneth W. McAllister, Esq.
To Option Holder: Charles H. Gregory
588 Springdale Road
Stockbridge, GA 30281
(b) Wachovia covenants that it has reserved and will keep
available, solely for the purpose of issue upon the exercise hereof, a
sufficient number of shares of Common Stock to permit the exercise hereof in
full.
(c) No holder of this Option, as such, shall be entitled
to vote or receive dividends with respect to the shares of Common Stock subject
hereto or be deemed to be a shareholder of Wachovia for any purpose until such
Common Stock has been issued.
(d) This Option may be amended only by an instrument in
writing executed by the party against whom enforcement of the amendment is
sought.
(e) This Option may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.
(f) This Option shall be governed by and construed and
enforced in accordance with the laws of the State of North Carolina.
[SIGNATURES ON NEXT PAGE]
- 4 -
<PAGE> 5
IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto, and Option Holder has executed this Option Agreement under seal, all as
of the day and year first above written.
WACHOVIA CORPORATION
[CORPORATE SEAL]
By: /s/ Kenneth W. McAllister
----------------------------
Executive Vice President and
General Counsel
ATTEST:
/s/ Alice Washington Grogan
- -------------------------------------------
Secretary
OPTION HOLDER
/s/ Charles H. Gregory (Seal)
---------------------------
(Signature)
Charles H. Gregory
---------------------------
(Print Name)
- 5 -
<PAGE> 1
EXHIBIT 4.7
OPTION AGREEMENT
(Directors)
THIS AGREEMENT is made and entered into as of this 1st day of April,
1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized
and existing under the laws of the State of North Carolina and Robert P. Harber
("Option Holder").
W I T N E S S E T H:
WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase
10,000 shares of common stock of The First National Bankshares of Henry County,
Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant
Agreement") dated as of December 21, 1990, between Option Holder and First
National;
WHEREAS, Wachovia and First National are parties to an Agreement and
Plan of Merger (the "Agreement"), dated November 22, 1995, providing for
Wachovia's acquisition of First National;
WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's
Warrant will be converted into an option (the "Option") to purchase Wachovia
common stock (the "Common Stock") at an option price of $24.85 based upon a
fixed exchange rate of 0.4024; and
WHEREAS, the Option granted by this Option Agreement is in exchange
for and in cancellation of the Warrant.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, Wachovia hereby grants to Option
Holder the Option to purchase all or any part of an aggregate of 4,024 shares
of the Common Stock of Wachovia.
2. Term. The Option may be exercised in whole, or from time to
time in part, at any time from the date hereof until 5:00 p.m. Eastern time on
December 21, 2000 (the "Expiration Time").
3. Purchase Price. The price per share to be paid by Option
Holder for the shares of Common Stock subject to this Option shall be $24.85,
subject to adjustment as set forth in Section 6 and Section 7 hereof (such
price, as adjusted, is hereinafter called the "Purchase Price").
<PAGE> 2
4. Exercise of Option. The Option may be exercised by Option
Holder by delivery to Wachovia, at the address of Wachovia set forth under
Section 11(a) hereof or such other address as Wachovia advises Option Holder
pursuant to Section 11(a) hereof, of the following:
(a) Written notice of exercise specifying the number of
shares of Common Stock with respect to which the Option is being exercised; and
(b) A cashier's or certified check payable to Wachovia
for the full amount of the aggregate Purchase Price for the number of shares as
to which the Option is being exercised.
5. Issuance of Shares. Upon receipt of the items set forth in
Section 4, and subject to the terms hereof, Wachovia shall cause to be
delivered to Option Holder stock certificates for the number of shares
specified in the notice to exercise, such shares to be registered in the name
of Option Holder. Notwithstanding the foregoing, Wachovia shall not be
required to issue or deliver any certificate for shares of Common Stock
purchased upon exercise of the Option or any portion thereof prior to the
fulfillment of the following conditions:
(a) The admission of such shares for listing on all stock
exchanges on which the Common Stock is then listed;
(b) The completion of any registration or other
qualification of such shares which Wachovia shall deem necessary or advisable
under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from
any federal or state governmental agency or body which Wachovia shall determine
to be necessary or advisable; and
(d) The lapse of such reasonable period of time following
the exercise of the Option as Wachovia from time to time may establish for
reasons of administrative convenience.
Wachovia shall have no obligation to obtain the fulfillment of
these conditions; provided, however, that Option Holder shall have one full
calendar year after these conditions have been fulfilled to exercise his or her
Option granted herein, notwithstanding any other provision herein.
6. Antidilution, Etc.
(a) If prior to the Expiration Time, Wachovia shall
subdivide its outstanding shares of Common Stock into a greater number of
shares, or declare and pay a dividend on its Common Stock payable in additional
shares of its Common Stock, the Purchase Price as then in effect shall be
proportionately reduced, and the number of shares of Common Stock then subject
to exercise under the Option (and not previously exercised) shall be
proportionately increased.
(b) If prior to the Expiration Time, Wachovia shall
combine its outstanding shares of the Common Stock into a smaller number of
shares, the Purchase Price, as then in effect, shall
- 2 -
<PAGE> 3
be proportionately increased, and the number of shares of Common Stock then
subject to exercise under the Option (and not previously exercised) shall be
proportionately reduced.
7. Reorganization, Reclassification, Consolidation or Merger. If
prior to the Expiration Time, there shall be any reorganization or
reclassification of the Common Stock of Wachovia (other than a subdivision or
combination of shares provided for in Section 6 hereof), or any consolidation
or merger of Wachovia with another entity, the Option Holder shall thereafter
be entitled to receive, during the term hereof and upon payment of the Purchase
Price, the number of shares of stock or other securities or property of
Wachovia or of the successor entity (or its parent company) resulting from such
consolidation or merger, as the case may be, to which a holder of the Common
Stock of Wachovia, deliverable upon the exercise of this Option, would have
been entitled upon such reorganization, reclassification, consolidation or
merger; and in any case, appropriate adjustment (as determined by agreement of
the Option Holder and the Board of Directors of Wachovia) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the Option Holder to the end that the provisions set
forth herein (including the adjustment of the Purchase Price and the number of
shares issuable upon the exercise of this Option) shall thereafter be
applicable, as nearly as may be reasonably practicable, in relation to any
shares or other property thereafter deliverable upon the exercise hereof.
8. Notice of Adjustments. Upon any adjustment of the Purchase
Price and any increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of this Option, Wachovia, within thirty (30) days
thereafter, shall give written notice thereof to the Option Holder at the
address set forth under Section 11(a) hereof or such other address as Option
Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall
state the Purchase Price as adjusted and the increased or decreased number of
shares purchasable upon the exercise of this Option, setting forth in
reasonable detail the method of calculation of each.
9. Transfer and Assignment.
(a) Neither this Option nor any rights hereunder are
assignable or transferable by Option Holder otherwise than by will or under the
laws of descent and distribution, and during the Option Holder's lifetime this
Option is exercisable only by Option Holder (or by Option Holder's guardian or
legal representative, should one be appointed). More particularly, but without
limiting the generality of the foregoing, except as may be approved otherwise
by Wachovia, this Option may not be assigned, transferred (except as
aforesaid), pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.
Any attempted assignment, transfer, pledge, hypothecation or
other disposition of this Option contrary to the provisions hereof shall be
null and void and without legal effect.
(b) Shares of Common Stock acquired by exercise of the
Option granted hereby may not be transferred or sold unless the transfer is
exempt from further regulatory approval or otherwise permissible under
applicable law, including state and federal securities laws.
- 3 -
<PAGE> 4
10. Cancellation of First National Warrant. Option Holder agrees
that the Option granted by this Option Agreement is in exchange for and in
cancellation of the Warrant to purchase First National common stock granted by
the Warrant Agreement.
11. Miscellaneous.
(a) All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, telegram or facsimile
transmission, or if mailed, by postage prepaid first class mail, on the third
business day after mailing, to the following address (or at such other address
as a party may notify the other hereunder):
To Wachovia: Wachovia Corporation
301 North Main Street
P. O. Box 3099
Winston-Salem, North Carolina 27150-3099
Attention: Kenneth W. McAllister, Esq.
To Option Holder: Robert P. Harber
2358 Broad Creek Drive
Stone Mountain, GA 30087
(b) Wachovia covenants that it has reserved and will keep
available, solely for the purpose of issue upon the exercise hereof, a
sufficient number of shares of Common Stock to permit the exercise hereof in
full.
(c) No holder of this Option, as such, shall be entitled
to vote or receive dividends with respect to the shares of Common Stock subject
hereto or be deemed to be a shareholder of Wachovia for any purpose until such
Common Stock has been issued.
(d) This Option may be amended only by an instrument in
writing executed by the party against whom enforcement of the amendment is
sought.
(e) This Option may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.
(f) This Option shall be governed by and construed and
enforced in accordance with the laws of the State of North Carolina.
[SIGNATURES ON NEXT PAGE]
- 4 -
<PAGE> 5
IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto, and Option Holder has executed this Option Agreement under seal, all as
of the day and year first above written.
WACHOVIA CORPORATION
[CORPORATE SEAL]
By: /s/ Kenneth W. McAllister
----------------------------
Executive Vice President and
General Counsel
ATTEST:
/s/ Alice Washington Grogan
- -------------------------------
Secretary
OPTION HOLDER
/s/ Robert P. Harber (Seal)
----------------------------
(Signature)
Robert P. Harber
----------------------------
(Print Name)
- 5 -
<PAGE> 1
EXHIBIT 4.8
OPTION AGREEMENT
(Directors)
THIS AGREEMENT is made and entered into as of this 1st day of April,
1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized
and existing under the laws of the State of North Carolina and A.J. Welch,
Executor of Estate of Lloyd L. Hester, Jr. ("Option Holder").
W I T N E S S E T H:
WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase
13,250 shares of common stock of The First National Bankshares of Henry County,
Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant
Agreement") dated as of December 21, 1990, between Option Holder and First
National;
WHEREAS, Wachovia and First National are parties to an Agreement and
Plan of Merger (the "Agreement"), dated November 22, 1995, providing for
Wachovia's acquisition of First National;
WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's
Warrant will be converted into an option (the "Option") to purchase Wachovia
common stock (the "Common Stock") at an option price of $24.85 based upon a
fixed exchange rate of 0.4024; and
WHEREAS, the Option granted by this Option Agreement is in exchange
for and in cancellation of the Warrant.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, Wachovia hereby grants to Option
Holder the Option to purchase all or any part of an aggregate of 5,331 shares
of the Common Stock of Wachovia.
2. Term. The Option may be exercised in whole, or from time to
time in part, at any time from the date hereof until 5:00 p.m. Eastern time on
December 21, 2000 (the "Expiration Time").
3. Purchase Price. The price per share to be paid by Option
Holder for the shares of Common Stock subject to this Option shall be $24.85,
subject to adjustment as set forth in Section 6 and Section 7 hereof (such
price, as adjusted, is hereinafter called the "Purchase Price").
<PAGE> 2
4. Exercise of Option. The Option may be exercised by Option
Holder by delivery to Wachovia, at the address of Wachovia set forth under
Section 11(a) hereof or such other address as Wachovia advises Option Holder
pursuant to Section 11(a) hereof, of the following:
(a) Written notice of exercise specifying the number of
shares of Common Stock with respect to which the Option is being exercised; and
(b) A cashier's or certified check payable to Wachovia
for the full amount of the aggregate Purchase Price for the number of shares as
to which the Option is being exercised.
5. Issuance of Shares. Upon receipt of the items set forth in
Section 4, and subject to the terms hereof, Wachovia shall cause to be
delivered to Option Holder stock certificates for the number of shares
specified in the notice to exercise, such shares to be registered in the name
of Option Holder. Notwithstanding the foregoing, Wachovia shall not be
required to issue or deliver any certificate for shares of Common Stock
purchased upon exercise of the Option or any portion thereof prior to the
fulfillment of the following conditions:
(a) The admission of such shares for listing on all stock
exchanges on which the Common Stock is then listed;
(b) The completion of any registration or other
qualification of such shares which Wachovia shall deem necessary or advisable
under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from
any federal or state governmental agency or body which Wachovia shall determine
to be necessary or advisable; and
(d) The lapse of such reasonable period of time following
the exercise of the Option as Wachovia from time to time may establish for
reasons of administrative convenience.
Wachovia shall have no obligation to obtain the fulfillment of
these conditions; provided, however, that Option Holder shall have one full
calendar year after these conditions have been fulfilled to exercise his or her
Option granted herein, notwithstanding any other provision herein.
6. Antidilution, Etc.
(a) If prior to the Expiration Time, Wachovia shall
subdivide its outstanding shares of Common Stock into a greater number of
shares, or declare and pay a dividend on its Common Stock payable in additional
shares of its Common Stock, the Purchase Price as then in effect shall be
proportionately reduced, and the number of shares of Common Stock then subject
to exercise under the Option (and not previously exercised) shall be
proportionately increased.
(b) If prior to the Expiration Time, Wachovia shall
combine its outstanding shares of the Common Stock into a smaller number of
shares, the Purchase Price, as then in effect, shall
- 2 -
<PAGE> 3
be proportionately increased, and the number of shares of Common Stock then
subject to exercise under the Option (and not previously exercised) shall be
proportionately reduced.
7. Reorganization, Reclassification, Consolidation or Merger. If
prior to the Expiration Time, there shall be any reorganization or
reclassification of the Common Stock of Wachovia (other than a subdivision or
combination of shares provided for in Section 6 hereof), or any consolidation
or merger of Wachovia with another entity, the Option Holder shall thereafter
be entitled to receive, during the term hereof and upon payment of the Purchase
Price, the number of shares of stock or other securities or property of
Wachovia or of the successor entity (or its parent company) resulting from such
consolidation or merger, as the case may be, to which a holder of the Common
Stock of Wachovia, deliverable upon the exercise of this Option, would have
been entitled upon such reorganization, reclassification, consolidation or
merger; and in any case, appropriate adjustment (as determined by agreement of
the Option Holder and the Board of Directors of Wachovia) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the Option Holder to the end that the provisions set
forth herein (including the adjustment of the Purchase Price and the number of
shares issuable upon the exercise of this Option) shall thereafter be
applicable, as nearly as may be reasonably practicable, in relation to any
shares or other property thereafter deliverable upon the exercise hereof.
8. Notice of Adjustments. Upon any adjustment of the Purchase
Price and any increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of this Option, Wachovia, within thirty (30) days
thereafter, shall give written notice thereof to the Option Holder at the
address set forth under Section 11(a) hereof or such other address as Option
Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall
state the Purchase Price as adjusted and the increased or decreased number of
shares purchasable upon the exercise of this Option, setting forth in
reasonable detail the method of calculation of each.
9. Transfer and Assignment.
(a) Neither this Option nor any rights hereunder are
assignable or transferable by Option Holder otherwise than by will or under the
laws of descent and distribution, and during the Option Holder's lifetime this
Option is exercisable only by Option Holder (or by Option Holder's guardian or
legal representative, should one be appointed). More particularly, but without
limiting the generality of the foregoing, except as may be approved otherwise
by Wachovia, this Option may not be assigned, transferred (except as
aforesaid), pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.
Any attempted assignment, transfer, pledge, hypothecation or
other disposition of this Option contrary to the provisions hereof shall be
null and void and without legal effect.
(b) Shares of Common Stock acquired by exercise of the
Option granted hereby may not be transferred or sold unless the transfer is
exempt from further regulatory approval or otherwise permissible under
applicable law, including state and federal securities laws.
- 3 -
<PAGE> 4
10. Cancellation of First National Warrant. Option Holder agrees
that the Option granted by this Option Agreement is in exchange for and in
cancellation of the Warrant to purchase First National common stock granted by
the Warrant Agreement.
11. Miscellaneous.
(a) All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, telegram or facsimile
transmission, or if mailed, by postage prepaid first class mail, on the third
business day after mailing, to the following address (or at such other address
as a party may notify the other hereunder):
To Wachovia: Wachovia Corporation
301 North Main Street
P. O. Box 3099
Winston-Salem, North Carolina 27150-3099
Attention: Kenneth W. McAllister, Esq.
To Option Holder: A.J. Welch, Executor of Estate of
Lloyd L. Hester, Jr.
41 Keys Ferry Street
McDonough, GA 30253
(b) Wachovia covenants that it has reserved and will keep
available, solely for the purpose of issue upon the exercise hereof, a
sufficient number of shares of Common Stock to permit the exercise hereof in
full.
(c) No holder of this Option, as such, shall be entitled
to vote or receive dividends with respect to the shares of Common Stock subject
hereto or be deemed to be a shareholder of Wachovia for any purpose until such
Common Stock has been issued.
(d) This Option may be amended only by an instrument in
writing executed by the party against whom enforcement of the amendment is
sought.
(e) This Option may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.
(f) This Option shall be governed by and construed and
enforced in accordance with the laws of the State of North Carolina.
[SIGNATURES ON NEXT PAGE]
- 4 -
<PAGE> 5
IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto, and Option Holder has executed this Option Agreement under seal, all as
of the day and year first above written.
WACHOVIA CORPORATION
[CORPORATE SEAL]
By: /s/ Kenneth W. McAllister
----------------------------
Executive Vice President and
General Counsel
ATTEST:
/s/ Alice Washington Grogan
- ---------------------------
Secretary
OPTION HOLDER
/s/ A.J. Welch, Executor of Estate of
-------------------------------------
Lloyd L. Hester, Jr. (Seal)
-------------------------------
(Signature)
A.J. Welch, Executor of Estate of
Lloyd L. Hester, Jr.
---------------------------------
(Print Name)
- 5 -
<PAGE> 1
EXHIBIT 4.9
OPTION AGREEMENT
(Directors)
THIS AGREEMENT is made and entered into as of this 1st day of April,
1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized
and existing under the laws of the State of North Carolina and Harold C.
Johnson, Sr. ("Option Holder").
W I T N E S S E T H:
WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase
15,000 shares of common stock of The First National Bankshares of Henry County,
Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant
Agreement") dated as of December 21, 1990, between Option Holder and First
National;
WHEREAS, Wachovia and First National are parties to an Agreement and
Plan of Merger (the "Agreement"), dated November 22, 1995, providing for
Wachovia's acquisition of First National;
WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's
Warrant will be converted into an option (the "Option") to purchase Wachovia
common stock (the "Common Stock") at an option price of $24.85 based upon a
fixed exchange rate of 0.4024; and
WHEREAS, the Option granted by this Option Agreement is in exchange
for and in cancellation of the Warrant.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, Wachovia hereby grants to Option
Holder the Option to purchase all or any part of an aggregate of 6,036 shares
of the Common Stock of Wachovia.
2. Term. The Option may be exercised in whole, or from time to
time in part, at any time from the date hereof until 5:00 p.m. Eastern time on
December 21, 2000 (the "Expiration Time").
3. Purchase Price. The price per share to be paid by Option
Holder for the shares of Common Stock subject to this Option shall be $24.85,
subject to adjustment as set forth in Section 6 and Section 7 hereof (such
price, as adjusted, is hereinafter called the "Purchase Price").
<PAGE> 2
4. Exercise of Option. The Option may be exercised by Option
Holder by delivery to Wachovia, at the address of Wachovia set forth under
Section 11(a) hereof or such other address as Wachovia advises Option Holder
pursuant to Section 11(a) hereof, of the following:
(a) Written notice of exercise specifying the number of
shares of Common Stock with respect to which the Option is being exercised; and
(b) A cashier's or certified check payable to Wachovia
for the full amount of the aggregate Purchase Price for the number of shares as
to which the Option is being exercised.
5. Issuance of Shares. Upon receipt of the items set forth in
Section 4, and subject to the terms hereof, Wachovia shall cause to be
delivered to Option Holder stock certificates for the number of shares
specified in the notice to exercise, such shares to be registered in the name
of Option Holder. Notwithstanding the foregoing, Wachovia shall not be
required to issue or deliver any certificate for shares of Common Stock
purchased upon exercise of the Option or any portion thereof prior to the
fulfillment of the following conditions:
(a) The admission of such shares for listing on all stock
exchanges on which the Common Stock is then listed;
(b) The completion of any registration or other
qualification of such shares which Wachovia shall deem necessary or advisable
under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from
any federal or state governmental agency or body which Wachovia shall determine
to be necessary or advisable; and
(d) The lapse of such reasonable period of time following
the exercise of the Option as Wachovia from time to time may establish for
reasons of administrative convenience.
Wachovia shall have no obligation to obtain the fulfillment of
these conditions; provided, however, that Option Holder shall have one full
calendar year after these conditions have been fulfilled to exercise his or her
Option granted herein, notwithstanding any other provision herein.
6. Antidilution, Etc.
(a) If prior to the Expiration Time, Wachovia shall
subdivide its outstanding shares of Common Stock into a greater number of
shares, or declare and pay a dividend on its Common Stock payable in additional
shares of its Common Stock, the Purchase Price as then in effect shall be
proportionately reduced, and the number of shares of Common Stock then subject
to exercise under the Option (and not previously exercised) shall be
proportionately increased.
(b) If prior to the Expiration Time, Wachovia shall
combine its outstanding shares of the Common Stock into a smaller number of
shares, the Purchase Price, as then in effect, shall
- 2 -
<PAGE> 3
be proportionately increased, and the number of shares of Common Stock then
subject to exercise under the Option (and not previously exercised) shall be
proportionately reduced.
7. Reorganization, Reclassification, Consolidation or Merger. If
prior to the Expiration Time, there shall be any reorganization or
reclassification of the Common Stock of Wachovia (other than a subdivision or
combination of shares provided for in Section 6 hereof), or any consolidation
or merger of Wachovia with another entity, the Option Holder shall thereafter
be entitled to receive, during the term hereof and upon payment of the Purchase
Price, the number of shares of stock or other securities or property of
Wachovia or of the successor entity (or its parent company) resulting from such
consolidation or merger, as the case may be, to which a holder of the Common
Stock of Wachovia, deliverable upon the exercise of this Option, would have
been entitled upon such reorganization, reclassification, consolidation or
merger; and in any case, appropriate adjustment (as determined by agreement of
the Option Holder and the Board of Directors of Wachovia) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the Option Holder to the end that the provisions set
forth herein (including the adjustment of the Purchase Price and the number of
shares issuable upon the exercise of this Option) shall thereafter be
applicable, as nearly as may be reasonably practicable, in relation to any
shares or other property thereafter deliverable upon the exercise hereof.
8. Notice of Adjustments. Upon any adjustment of the Purchase
Price and any increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of this Option, Wachovia, within thirty (30) days
thereafter, shall give written notice thereof to the Option Holder at the
address set forth under Section 11(a) hereof or such other address as Option
Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall
state the Purchase Price as adjusted and the increased or decreased number of
shares purchasable upon the exercise of this Option, setting forth in
reasonable detail the method of calculation of each.
9. Transfer and Assignment.
(a) Neither this Option nor any rights hereunder are
assignable or transferable by Option Holder otherwise than by will or under the
laws of descent and distribution, and during the Option Holder's lifetime this
Option is exercisable only by Option Holder (or by Option Holder's guardian or
legal representative, should one be appointed). More particularly, but without
limiting the generality of the foregoing, except as may be approved otherwise
by Wachovia, this Option may not be assigned, transferred (except as
aforesaid), pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.
Any attempted assignment, transfer, pledge, hypothecation or
other disposition of this Option contrary to the provisions hereof shall be
null and void and without legal effect.
(b) Shares of Common Stock acquired by exercise of the
Option granted hereby may not be transferred or sold unless the transfer is
exempt from further regulatory approval or otherwise permissible under
applicable law, including state and federal securities laws.
- 3 -
<PAGE> 4
10. Cancellation of First National Warrant. Option Holder agrees
that the Option granted by this Option Agreement is in exchange for and in
cancellation of the Warrant to purchase First National common stock granted by
the Warrant Agreement.
11. Miscellaneous.
(a) All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, telegram or facsimile
transmission, or if mailed, by postage prepaid first class mail, on the third
business day after mailing, to the following address (or at such other address
as a party may notify the other hereunder):
To Wachovia: Wachovia Corporation
301 North Main Street
P. O. Box 3099
Winston-Salem, North Carolina 27150-3099
Attention: Kenneth W. McAllister, Esq.
To Option Holder: Harold C. Johnson, Sr.
215 Hawich Lane
McDonough, GA 30253
(b) Wachovia covenants that it has reserved and will keep
available, solely for the purpose of issue upon the exercise hereof, a
sufficient number of shares of Common Stock to permit the exercise hereof in
full.
(c) No holder of this Option, as such, shall be entitled
to vote or receive dividends with respect to the shares of Common Stock subject
hereto or be deemed to be a shareholder of Wachovia for any purpose until such
Common Stock has been issued.
(d) This Option may be amended only by an instrument in
writing executed by the party against whom enforcement of the amendment is
sought.
(e) This Option may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.
(f) This Option shall be governed by and construed and
enforced in accordance with the laws of the State of North Carolina.
[SIGNATURES ON NEXT PAGE]
- 4 -
<PAGE> 5
IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto, and Option Holder has executed this Option Agreement under seal, all as
of the day and year first above written.
WACHOVIA CORPORATION
[CORPORATE SEAL]
By: /s/ Kenneth W. McAllister
----------------------------
Executive Vice President and
General Counsel
ATTEST:
/s/ Alice Washington Grogan
- ---------------------------
Secretary
OPTION HOLDER
/s/ Harold C. Johnson, Sr. (Seal)
---------------------------
(Signature)
Harold C. Johnson, Sr.
---------------------------
(Print Name)
- 5 -
<PAGE> 1
EXHIBIT 4.10
OPTION AGREEMENT
(Directors)
THIS AGREEMENT is made and entered into as of this 1st day of April,
1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized
and existing under the laws of the State of North Carolina and James R. Kendall
("Option Holder").
W I T N E S S E T H:
WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase
15,000 shares of common stock of The First National Bankshares of Henry County,
Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant
Agreement") dated as of December 21, 1990, between Option Holder and First
National;
WHEREAS, Wachovia and First National are parties to an Agreement and
Plan of Merger (the "Agreement"), dated November 22, 1995, providing for
Wachovia's acquisition of First National;
WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's
Warrant will be converted into an option (the "Option") to purchase Wachovia
common stock (the "Common Stock") at an option price of $24.85 based upon a
fixed exchange rate of 0.4024; and
WHEREAS, the Option granted by this Option Agreement is in exchange
for and in cancellation of the Warrant.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, Wachovia hereby grants to Option
Holder the Option to purchase all or any part of an aggregate of 6,036 shares
of the Common Stock of Wachovia.
2. Term. The Option may be exercised in whole, or from time to
time in part, at any time from the date hereof until 5:00 p.m. Eastern time on
December 21, 2000 (the "Expiration Time").
3. Purchase Price. The price per share to be paid by Option
Holder for the shares of Common Stock subject to this Option shall be $24.85,
subject to adjustment as set forth in Section 6 and Section 7 hereof (such
price, as adjusted, is hereinafter called the "Purchase Price").
<PAGE> 2
4. Exercise of Option. The Option may be exercised by Option
Holder by delivery to Wachovia, at the address of Wachovia set forth under
Section 11(a) hereof or such other address as Wachovia advises Option Holder
pursuant to Section 11(a) hereof, of the following:
(a) Written notice of exercise specifying the number of
shares of Common Stock with respect to which the Option is being exercised; and
(b) A cashier's or certified check payable to Wachovia
for the full amount of the aggregate Purchase Price for the number of shares as
to which the Option is being exercised.
5. Issuance of Shares. Upon receipt of the items set forth in
Section 4, and subject to the terms hereof, Wachovia shall cause to be
delivered to Option Holder stock certificates for the number of shares
specified in the notice to exercise, such shares to be registered in the name
of Option Holder. Notwithstanding the foregoing, Wachovia shall not be
required to issue or deliver any certificate for shares of Common Stock
purchased upon exercise of the Option or any portion thereof prior to the
fulfillment of the following conditions:
(a) The admission of such shares for listing on all stock
exchanges on which the Common Stock is then listed;
(b) The completion of any registration or other
qualification of such shares which Wachovia shall deem necessary or advisable
under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from
any federal or state governmental agency or body which Wachovia shall determine
to be necessary or advisable; and
(d) The lapse of such reasonable period of time following
the exercise of the Option as Wachovia from time to time may establish for
reasons of administrative convenience.
Wachovia shall have no obligation to obtain the fulfillment of
these conditions; provided, however, that Option Holder shall have one full
calendar year after these conditions have been fulfilled to exercise his or her
Option granted herein, notwithstanding any other provision herein.
6. Antidilution, Etc.
(a) If prior to the Expiration Time, Wachovia shall
subdivide its outstanding shares of Common Stock into a greater number of
shares, or declare and pay a dividend on its Common Stock payable in additional
shares of its Common Stock, the Purchase Price as then in effect shall be
proportionately reduced, and the number of shares of Common Stock then subject
to exercise under the Option (and not previously exercised) shall be
proportionately increased.
(b) If prior to the Expiration Time, Wachovia shall
combine its outstanding shares of the Common Stock into a smaller number of
shares, the Purchase Price, as then in effect, shall
- 2 -
<PAGE> 3
be proportionately increased, and the number of shares of Common Stock then
subject to exercise under the Option (and not previously exercised) shall be
proportionately reduced.
7. Reorganization, Reclassification, Consolidation or Merger. If
prior to the Expiration Time, there shall be any reorganization or
reclassification of the Common Stock of Wachovia (other than a subdivision or
combination of shares provided for in Section 6 hereof), or any consolidation
or merger of Wachovia with another entity, the Option Holder shall thereafter
be entitled to receive, during the term hereof and upon payment of the Purchase
Price, the number of shares of stock or other securities or property of
Wachovia or of the successor entity (or its parent company) resulting from such
consolidation or merger, as the case may be, to which a holder of the Common
Stock of Wachovia, deliverable upon the exercise of this Option, would have
been entitled upon such reorganization, reclassification, consolidation or
merger; and in any case, appropriate adjustment (as determined by agreement of
the Option Holder and the Board of Directors of Wachovia) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the Option Holder to the end that the provisions set
forth herein (including the adjustment of the Purchase Price and the number of
shares issuable upon the exercise of this Option) shall thereafter be
applicable, as nearly as may be reasonably practicable, in relation to any
shares or other property thereafter deliverable upon the exercise hereof.
8. Notice of Adjustments. Upon any adjustment of the Purchase
Price and any increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of this Option, Wachovia, within thirty (30) days
thereafter, shall give written notice thereof to the Option Holder at the
address set forth under Section 11(a) hereof or such other address as Option
Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall
state the Purchase Price as adjusted and the increased or decreased number of
shares purchasable upon the exercise of this Option, setting forth in
reasonable detail the method of calculation of each.
9. Transfer and Assignment.
(a) Neither this Option nor any rights hereunder are
assignable or transferable by Option Holder otherwise than by will or under the
laws of descent and distribution, and during the Option Holder's lifetime this
Option is exercisable only by Option Holder (or by Option Holder's guardian or
legal representative, should one be appointed). More particularly, but without
limiting the generality of the foregoing, except as may be approved otherwise
by Wachovia, this Option may not be assigned, transferred (except as
aforesaid), pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.
Any attempted assignment, transfer, pledge, hypothecation or
other disposition of this Option contrary to the provisions hereof shall be
null and void and without legal effect.
(b) Shares of Common Stock acquired by exercise of the
Option granted hereby may not be transferred or sold unless the transfer is
exempt from further regulatory approval or otherwise permissible under
applicable law, including state and federal securities laws.
- 3 -
<PAGE> 4
10. Cancellation of First National Warrant. Option Holder agrees
that the Option granted by this Option Agreement is in exchange for and in
cancellation of the Warrant to purchase First National common stock granted by
the Warrant Agreement.
11. Miscellaneous.
(a) All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, telegram or facsimile
transmission, or if mailed, by postage prepaid first class mail, on the third
business day after mailing, to the following address (or at such other address
as a party may notify the other hereunder):
To Wachovia: Wachovia Corporation
301 North Main Street
P. O. Box 3099
Winston-Salem, North Carolina 27150-3099
Attention: Kenneth W. McAllister, Esq.
To Option Holder: James R. Kendall
637 Stagecoach Road
Stockbridge, GA 30281
(b) Wachovia covenants that it has reserved and will keep
available, solely for the purpose of issue upon the exercise hereof, a
sufficient number of shares of Common Stock to permit the exercise hereof in
full.
(c) No holder of this Option, as such, shall be entitled
to vote or receive dividends with respect to the shares of Common Stock subject
hereto or be deemed to be a shareholder of Wachovia for any purpose until such
Common Stock has been issued.
(d) This Option may be amended only by an instrument in
writing executed by the party against whom enforcement of the amendment is
sought.
(e) This Option may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.
(f) This Option shall be governed by and construed and
enforced in accordance with the laws of the State of North Carolina.
[SIGNATURES ON NEXT PAGE]
- 4 -
<PAGE> 5
IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto, and Option Holder has executed this Option Agreement under seal, all as
of the day and year first above written.
WACHOVIA CORPORATION
[CORPORATE SEAL]
By: /s/ Kenneth W. McAllister
----------------------------
Executive Vice President and
General Counsel
ATTEST:
/s/ Alice Washington Grogan
- ---------------------------
Secretary
OPTION HOLDER
/s/ James R. Kendall (Seal)
------------------------------
(Signature)
James R. Kendall
------------------------------
(Print Name)
- 5 -
<PAGE> 1
EXHIBIT 4.11
OPTION AGREEMENT
(Directors)
THIS AGREEMENT is made and entered into as of this 1st day of April,
1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized
and existing under the laws of the State of North Carolina and Roy H. Kuhn
("Option Holder").
W I T N E S S E T H:
WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase
10,500 shares of common stock of The First National Bankshares of Henry County,
Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant
Agreement") dated as of December 21, 1990, between Option Holder and First
National;
WHEREAS, Wachovia and First National are parties to an Agreement and
Plan of Merger (the "Agreement"), dated November 22, 1995, providing for
Wachovia's acquisition of First National;
WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's
Warrant will be converted into an option (the "Option") to purchase Wachovia
common stock (the "Common Stock") at an option price of $24.85 based upon a
fixed exchange rate of 0.4024; and
WHEREAS, the Option granted by this Option Agreement is in exchange
for and in cancellation of the Warrant.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, Wachovia hereby grants to Option
Holder the Option to purchase all or any part of an aggregate of 4,225 shares
of the Common Stock of Wachovia.
2. Term. The Option may be exercised in whole, or from time to
time in part, at any time from the date hereof until 5:00 p.m. Eastern time on
December 21, 2000 (the "Expiration Time").
3. Purchase Price. The price per share to be paid by Option
Holder for the shares of Common Stock subject to this Option shall be $24.85,
subject to adjustment as set forth in Section 6 and Section 7 hereof (such
price, as adjusted, is hereinafter called the "Purchase Price").
<PAGE> 2
4. Exercise of Option. The Option may be exercised by Option
Holder by delivery to Wachovia, at the address of Wachovia set forth under
Section 11(a) hereof or such other address as Wachovia advises Option Holder
pursuant to Section 11(a) hereof, of the following:
(a) Written notice of exercise specifying the number of
shares of Common Stock with respect to which the Option is being exercised; and
(b) A cashier's or certified check payable to Wachovia
for the full amount of the aggregate Purchase Price for the number of shares as
to which the Option is being exercised.
5. Issuance of Shares. Upon receipt of the items set forth in
Section 4, and subject to the terms hereof, Wachovia shall cause to be
delivered to Option Holder stock certificates for the number of shares
specified in the notice to exercise, such shares to be registered in the name
of Option Holder. Notwithstanding the foregoing, Wachovia shall not be
required to issue or deliver any certificate for shares of Common Stock
purchased upon exercise of the Option or any portion thereof prior to the
fulfillment of the following conditions:
(a) The admission of such shares for listing on all stock
exchanges on which the Common Stock is then listed;
(b) The completion of any registration or other
qualification of such shares which Wachovia shall deem necessary or advisable
under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from
any federal or state governmental agency or body which Wachovia shall determine
to be necessary or advisable; and
(d) The lapse of such reasonable period of time following
the exercise of the Option as Wachovia from time to time may establish for
reasons of administrative convenience.
Wachovia shall have no obligation to obtain the fulfillment of
these conditions; provided, however, that Option Holder shall have one full
calendar year after these conditions have been fulfilled to exercise his or her
Option granted herein, notwithstanding any other provision herein.
6. Antidilution, Etc.
(a) If prior to the Expiration Time, Wachovia shall
subdivide its outstanding shares of Common Stock into a greater number of
shares, or declare and pay a dividend on its Common Stock payable in additional
shares of its Common Stock, the Purchase Price as then in effect shall be
proportionately reduced, and the number of shares of Common Stock then subject
to exercise under the Option (and not previously exercised) shall be
proportionately increased.
(b) If prior to the Expiration Time, Wachovia shall
combine its outstanding shares of the Common Stock into a smaller number of
shares, the Purchase Price, as then in effect, shall
- 2 -
<PAGE> 3
be proportionately increased, and the number of shares of Common Stock then
subject to exercise under the Option (and not previously exercised) shall be
proportionately reduced.
7. Reorganization, Reclassification, Consolidation or Merger. If
prior to the Expiration Time, there shall be any reorganization or
reclassification of the Common Stock of Wachovia (other than a subdivision or
combination of shares provided for in Section 6 hereof), or any consolidation
or merger of Wachovia with another entity, the Option Holder shall thereafter
be entitled to receive, during the term hereof and upon payment of the Purchase
Price, the number of shares of stock or other securities or property of
Wachovia or of the successor entity (or its parent company) resulting from such
consolidation or merger, as the case may be, to which a holder of the Common
Stock of Wachovia, deliverable upon the exercise of this Option, would have
been entitled upon such reorganization, reclassification, consolidation or
merger; and in any case, appropriate adjustment (as determined by agreement of
the Option Holder and the Board of Directors of Wachovia) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the Option Holder to the end that the provisions set
forth herein (including the adjustment of the Purchase Price and the number of
shares issuable upon the exercise of this Option) shall thereafter be
applicable, as nearly as may be reasonably practicable, in relation to any
shares or other property thereafter deliverable upon the exercise hereof.
8. Notice of Adjustments. Upon any adjustment of the Purchase
Price and any increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of this Option, Wachovia, within thirty (30) days
thereafter, shall give written notice thereof to the Option Holder at the
address set forth under Section 11(a) hereof or such other address as Option
Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall
state the Purchase Price as adjusted and the increased or decreased number of
shares purchasable upon the exercise of this Option, setting forth in
reasonable detail the method of calculation of each.
9. Transfer and Assignment.
(a) Neither this Option nor any rights hereunder are
assignable or transferable by Option Holder otherwise than by will or under the
laws of descent and distribution, and during the Option Holder's lifetime this
Option is exercisable only by Option Holder (or by Option Holder's guardian or
legal representative, should one be appointed). More particularly, but without
limiting the generality of the foregoing, except as may be approved otherwise
by Wachovia, this Option may not be assigned, transferred (except as
aforesaid), pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.
Any attempted assignment, transfer, pledge, hypothecation or
other disposition of this Option contrary to the provisions hereof shall be
null and void and without legal effect.
(b) Shares of Common Stock acquired by exercise of the
Option granted hereby may not be transferred or sold unless the transfer is
exempt from further regulatory approval or otherwise permissible under
applicable law, including state and federal securities laws.
- 3 -
<PAGE> 4
10. Cancellation of First National Warrant. Option Holder agrees
that the Option granted by this Option Agreement is in exchange for and in
cancellation of the Warrant to purchase First National common stock granted by
the Warrant Agreement.
11. Miscellaneous.
(a) All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, telegram or facsimile
transmission, or if mailed, by postage prepaid first class mail, on the third
business day after mailing, to the following address (or at such other address
as a party may notify the other hereunder):
To Wachovia: Wachovia Corporation
301 North Main Street
P. O. Box 3099
Winston-Salem, North Carolina 27150-3099
Attention: Kenneth W. McAllister, Esq.
To Option Holder: Roy H. Kuhn
2525 Peeksville Road
Locust Grove, GA 30248
(b) Wachovia covenants that it has reserved and will keep
available, solely for the purpose of issue upon the exercise hereof, a
sufficient number of shares of Common Stock to permit the exercise hereof in
full.
(c) No holder of this Option, as such, shall be entitled
to vote or receive dividends with respect to the shares of Common Stock subject
hereto or be deemed to be a shareholder of Wachovia for any purpose until such
Common Stock has been issued.
(d) This Option may be amended only by an instrument in
writing executed by the party against whom enforcement of the amendment is
sought.
(e) This Option may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.
(f) This Option shall be governed by and construed and
enforced in accordance with the laws of the State of North Carolina.
[SIGNATURES ON NEXT PAGE]
- 4 -
<PAGE> 5
IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto, and Option Holder has executed this Option Agreement under seal, all as
of the day and year first above written.
WACHOVIA CORPORATION
[CORPORATE SEAL]
By: /s/ Kenneth W. McAllister
--------------------------
Executive Vice President and
General Counsel
ATTEST:
/s/ Alice Washington Grogan
- ---------------------------
Secretary
OPTION HOLDER
/s/ Roy H. Kuhn (Seal)
-----------------------
(Signature)
Roy H. Kuhn
-----------------------
(Print Name)
- 5 -
<PAGE> 1
EXHIBIT 4.12
OPTION AGREEMENT
(Directors)
THIS AGREEMENT is made and entered into as of this 1st day of April,
1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized
and existing under the laws of the State of North Carolina and Ronald W. Newton
("Option Holder").
W I T N E S S E T H:
WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase
13,250 shares of common stock of The First National Bankshares of Henry County,
Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant
Agreement") dated as of December 21, 1990, between Option Holder and First
National;
WHEREAS, Wachovia and First National are parties to an Agreement and
Plan of Merger (the "Agreement"), dated November 22, 1995, providing for
Wachovia's acquisition of First National;
WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's
Warrant will be converted into an option (the "Option") to purchase Wachovia
common stock (the "Common Stock") at an option price of $24.85 based upon a
fixed exchange rate of 0.4024; and
WHEREAS, the Option granted by this Option Agreement is in exchange
for and in cancellation of the Warrant.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, Wachovia hereby grants to Option
Holder the Option to purchase all or any part of an aggregate of 5,331 shares
of the Common Stock of Wachovia.
2. Term. The Option may be exercised in whole, or from time to
time in part, at any time from the date hereof until 5:00 p.m. Eastern time on
December 21, 2000 (the "Expiration Time").
3. Purchase Price. The price per share to be paid by Option
Holder for the shares of Common Stock subject to this Option shall be $24.85,
subject to adjustment as set forth in Section 6 and Section 7 hereof (such
price, as adjusted, is hereinafter called the "Purchase Price").
<PAGE> 2
4. Exercise of Option. The Option may be exercised by Option
Holder by delivery to Wachovia, at the address of Wachovia set forth under
Section 11(a) hereof or such other address as Wachovia advises Option Holder
pursuant to Section 11(a) hereof, of the following:
(a) Written notice of exercise specifying the number of
shares of Common Stock with respect to which the Option is being exercised; and
(b) A cashier's or certified check payable to Wachovia
for the full amount of the aggregate Purchase Price for the number of shares as
to which the Option is being exercised.
5. Issuance of Shares. Upon receipt of the items set forth in
Section 4, and subject to the terms hereof, Wachovia shall cause to be
delivered to Option Holder stock certificates for the number of shares
specified in the notice to exercise, such shares to be registered in the name
of Option Holder. Notwithstanding the foregoing, Wachovia shall not be
required to issue or deliver any certificate for shares of Common Stock
purchased upon exercise of the Option or any portion thereof prior to the
fulfillment of the following conditions:
(a) The admission of such shares for listing on all stock
exchanges on which the Common Stock is then listed;
(b) The completion of any registration or other
qualification of such shares which Wachovia shall deem necessary or advisable
under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from
any federal or state governmental agency or body which Wachovia shall determine
to be necessary or advisable; and
(d) The lapse of such reasonable period of time following
the exercise of the Option as Wachovia from time to time may establish for
reasons of administrative convenience.
Wachovia shall have no obligation to obtain the fulfillment of
these conditions; provided, however, that Option Holder shall have one full
calendar year after these conditions have been fulfilled to exercise his or her
Option granted herein, notwithstanding any other provision herein.
6. Antidilution, Etc.
(a) If prior to the Expiration Time, Wachovia shall
subdivide its outstanding shares of Common Stock into a greater number of
shares, or declare and pay a dividend on its Common Stock payable in additional
shares of its Common Stock, the Purchase Price as then in effect shall be
proportionately reduced, and the number of shares of Common Stock then subject
to exercise under the Option (and not previously exercised) shall be
proportionately increased.
(b) If prior to the Expiration Time, Wachovia shall
combine its outstanding shares of the Common Stock into a smaller number of
shares, the Purchase Price, as then in effect, shall
- 2 -
<PAGE> 3
be proportionately increased, and the number of shares of Common Stock then
subject to exercise under the Option (and not previously exercised) shall be
proportionately reduced.
7. Reorganization, Reclassification, Consolidation or Merger. If
prior to the Expiration Time, there shall be any reorganization or
reclassification of the Common Stock of Wachovia (other than a subdivision or
combination of shares provided for in Section 6 hereof), or any consolidation
or merger of Wachovia with another entity, the Option Holder shall thereafter
be entitled to receive, during the term hereof and upon payment of the Purchase
Price, the number of shares of stock or other securities or property of
Wachovia or of the successor entity (or its parent company) resulting from such
consolidation or merger, as the case may be, to which a holder of the Common
Stock of Wachovia, deliverable upon the exercise of this Option, would have
been entitled upon such reorganization, reclassification, consolidation or
merger; and in any case, appropriate adjustment (as determined by agreement of
the Option Holder and the Board of Directors of Wachovia) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the Option Holder to the end that the provisions set
forth herein (including the adjustment of the Purchase Price and the number of
shares issuable upon the exercise of this Option) shall thereafter be
applicable, as nearly as may be reasonably practicable, in relation to any
shares or other property thereafter deliverable upon the exercise hereof.
8. Notice of Adjustments. Upon any adjustment of the Purchase
Price and any increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of this Option, Wachovia, within thirty (30) days
thereafter, shall give written notice thereof to the Option Holder at the
address set forth under Section 11(a) hereof or such other address as Option
Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall
state the Purchase Price as adjusted and the increased or decreased number of
shares purchasable upon the exercise of this Option, setting forth in
reasonable detail the method of calculation of each.
9. Transfer and Assignment.
(a) Neither this Option nor any rights hereunder are
assignable or transferable by Option Holder otherwise than by will or under the
laws of descent and distribution, and during the Option Holder's lifetime this
Option is exercisable only by Option Holder (or by Option Holder's guardian or
legal representative, should one be appointed). More particularly, but without
limiting the generality of the foregoing, except as may be approved otherwise
by Wachovia, this Option may not be assigned, transferred (except as
aforesaid), pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.
Any attempted assignment, transfer, pledge, hypothecation or
other disposition of this Option contrary to the provisions hereof shall be
null and void and without legal effect.
(b) Shares of Common Stock acquired by exercise of the
Option granted hereby may not be transferred or sold unless the transfer is
exempt from further regulatory approval or otherwise permissible under
applicable law, including state and federal securities laws.
- 3 -
<PAGE> 4
10. Cancellation of First National Warrant. Option Holder agrees
that the Option granted by this Option Agreement is in exchange for and in
cancellation of the Warrant to purchase First National common stock granted by
the Warrant Agreement.
11. Miscellaneous.
(a) All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, telegram or facsimile
transmission, or if mailed, by postage prepaid first class mail, on the third
business day after mailing, to the following address (or at such other address
as a party may notify the other hereunder):
To Wachovia: Wachovia Corporation
301 North Main Street
P. O. Box 3099
Winston-Salem, North Carolina 27150-3099
Attention: Kenneth W. McAllister, Esq.
To Option Holder: Ronald W. Newton
1378 Highway 81 East
McDonough, GA 30253
(b) Wachovia covenants that it has reserved and will keep
available, solely for the purpose of issue upon the exercise hereof, a
sufficient number of shares of Common Stock to permit the exercise hereof in
full.
(c) No holder of this Option, as such, shall be entitled
to vote or receive dividends with respect to the shares of Common Stock subject
hereto or be deemed to be a shareholder of Wachovia for any purpose until such
Common Stock has been issued.
(d) This Option may be amended only by an instrument in
writing executed by the party against whom enforcement of the amendment is
sought.
(e) This Option may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.
(f) This Option shall be governed by and construed and
enforced in accordance with the laws of the State of North Carolina.
[SIGNATURES ON NEXT PAGE]
- 4 -
<PAGE> 5
IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto, and Option Holder has executed this Option Agreement under seal, all as
of the day and year first above written.
WACHOVIA CORPORATION
[CORPORATE SEAL]
By: /s/ Kenneth W. McAllister
-------------------------
Executive Vice President and
General Counsel
ATTEST:
/s/ Alice Washington Grogan
- ---------------------------
Secretary
OPTION HOLDER
/s/ Ronald W. Newton (Seal)
--------------------
(Signature)
Ronald W. Newton
--------------------
(Print Name)
- 10 -
<PAGE> 1
EXHIBIT 4.13
OPTION AGREEMENT
(Directors)
THIS AGREEMENT is made and entered into as of this 1st day of April,
1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized
and existing under the laws of the State of North Carolina and Roddy H.
Oglesby, Jr. ("Option Holder").
W I T N E S S E T H:
WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase
25,000 shares of common stock of The First National Bankshares of Henry County,
Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant
Agreement") dated as of December 21, 1990, between Option Holder and First
National;
WHEREAS, Wachovia and First National are parties to an Agreement and
Plan of Merger (the "Agreement"), dated November 22, 1995, providing for
Wachovia's acquisition of First National;
WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's
Warrant will be converted into an option (the "Option") to purchase Wachovia
common stock (the "Common Stock") at an option price of $24.85 based upon a
fixed exchange rate of 0.4024; and
WHEREAS, the Option granted by this Option Agreement is in exchange
for and in cancellation of the Warrant.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, Wachovia hereby grants to Option
Holder the Option to purchase all or any part of an aggregate of 10,060 shares
of the Common Stock of Wachovia.
2. Term. The Option may be exercised in whole, or from time to
time in part, at any time from the date hereof until 5:00 p.m. Eastern time on
December 21, 2000 (the "Expiration Time").
3. Purchase Price. The price per share to be paid by Option
Holder for the shares of Common Stock subject to this Option shall be $24.85,
subject to adjustment as set forth in Section 6 and Section 7 hereof (such
price, as adjusted, is hereinafter called the "Purchase Price").
<PAGE> 2
4. Exercise of Option. The Option may be exercised by Option
Holder by delivery to Wachovia, at the address of Wachovia set forth under
Section 11(a) hereof or such other address as Wachovia advises Option Holder
pursuant to Section 11(a) hereof, of the following:
(a) Written notice of exercise specifying the number of
shares of Common Stock with respect to which the Option is being exercised; and
(b) A cashier's or certified check payable to Wachovia
for the full amount of the aggregate Purchase Price for the number of shares as
to which the Option is being exercised.
5. Issuance of Shares. Upon receipt of the items set forth in
Section 4, and subject to the terms hereof, Wachovia shall cause to be
delivered to Option Holder stock certificates for the number of shares
specified in the notice to exercise, such shares to be registered in the name
of Option Holder. Notwithstanding the foregoing, Wachovia shall not be
required to issue or deliver any certificate for shares of Common Stock
purchased upon exercise of the Option or any portion thereof prior to the
fulfillment of the following conditions:
(a) The admission of such shares for listing on all stock
exchanges on which the Common Stock is then listed;
(b) The completion of any registration or other
qualification of such shares which Wachovia shall deem necessary or advisable
under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from
any federal or state governmental agency or body which Wachovia shall determine
to be necessary or advisable; and
(d) The lapse of such reasonable period of time following
the exercise of the Option as Wachovia from time to time may establish for
reasons of administrative convenience.
Wachovia shall have no obligation to obtain the fulfillment of
these conditions; provided, however, that Option Holder shall have one full
calendar year after these conditions have been fulfilled to exercise his or her
Option granted herein, notwithstanding any other provision herein.
6. Antidilution, Etc.
(a) If prior to the Expiration Time, Wachovia shall
subdivide its outstanding shares of Common Stock into a greater number of
shares, or declare and pay a dividend on its Common Stock payable in additional
shares of its Common Stock, the Purchase Price as then in effect shall be
proportionately reduced, and the number of shares of Common Stock then subject
to exercise under the Option (and not previously exercised) shall be
proportionately increased.
(b) If prior to the Expiration Time, Wachovia shall
combine its outstanding shares of the Common Stock into a smaller number of
shares, the Purchase Price, as then in effect, shall
- 2 -
<PAGE> 3
be proportionately increased, and the number of shares of Common Stock then
subject to exercise under the Option (and not previously exercised) shall be
proportionately reduced.
7. Reorganization, Reclassification, Consolidation or Merger. If
prior to the Expiration Time, there shall be any reorganization or
reclassification of the Common Stock of Wachovia (other than a subdivision or
combination of shares provided for in Section 6 hereof), or any consolidation
or merger of Wachovia with another entity, the Option Holder shall thereafter
be entitled to receive, during the term hereof and upon payment of the Purchase
Price, the number of shares of stock or other securities or property of
Wachovia or of the successor entity (or its parent company) resulting from such
consolidation or merger, as the case may be, to which a holder of the Common
Stock of Wachovia, deliverable upon the exercise of this Option, would have
been entitled upon such reorganization, reclassification, consolidation or
merger; and in any case, appropriate adjustment (as determined by agreement of
the Option Holder and the Board of Directors of Wachovia) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the Option Holder to the end that the provisions set
forth herein (including the adjustment of the Purchase Price and the number of
shares issuable upon the exercise of this Option) shall thereafter be
applicable, as nearly as may be reasonably practicable, in relation to any
shares or other property thereafter deliverable upon the exercise hereof.
8. Notice of Adjustments. Upon any adjustment of the Purchase
Price and any increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of this Option, Wachovia, within thirty (30) days
thereafter, shall give written notice thereof to the Option Holder at the
address set forth under Section 11(a) hereof or such other address as Option
Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall
state the Purchase Price as adjusted and the increased or decreased number of
shares purchasable upon the exercise of this Option, setting forth in
reasonable detail the method of calculation of each.
9. Transfer and Assignment.
(a) Neither this Option nor any rights hereunder are
assignable or transferable by Option Holder otherwise than by will or under the
laws of descent and distribution, and during the Option Holder's lifetime this
Option is exercisable only by Option Holder (or by Option Holder's guardian or
legal representative, should one be appointed). More particularly, but without
limiting the generality of the foregoing, except as may be approved otherwise
by Wachovia, this Option may not be assigned, transferred (except as
aforesaid), pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.
Any attempted assignment, transfer, pledge, hypothecation or
other disposition of this Option contrary to the provisions hereof shall be
null and void and without legal effect.
(b) Shares of Common Stock acquired by exercise of the
Option granted hereby may not be transferred or sold unless the transfer is
exempt from further regulatory approval or otherwise permissible under
applicable law, including state and federal securities laws.
- 3 -
<PAGE> 4
10. Cancellation of First National Warrant. Option Holder agrees
that the Option granted by this Option Agreement is in exchange for and in
cancellation of the Warrant to purchase First National common stock granted by
the Warrant Agreement.
11. Miscellaneous.
(a) All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, telegram or facsimile
transmission, or if mailed, by postage prepaid first class mail, on the third
business day after mailing, to the following address (or at such other address
as a party may notify the other hereunder):
To Wachovia: Wachovia Corporation
301 North Main Street
P. O. Box 3099
Winston-Salem, North Carolina 27150-3099
Attention: Kenneth W. McAllister, Esq.
To Option Holder: Roddy H. Oglesby, Jr.
80 Cedar Hill Dr.
Stockbridge, GA 30281
(b) Wachovia covenants that it has reserved and will keep
available, solely for the purpose of issue upon the exercise hereof, a
sufficient number of shares of Common Stock to permit the exercise hereof in
full.
(c) No holder of this Option, as such, shall be entitled
to vote or receive dividends with respect to the shares of Common Stock subject
hereto or be deemed to be a shareholder of Wachovia for any purpose until such
Common Stock has been issued.
(d) This Option may be amended only by an instrument in
writing executed by the party against whom enforcement of the amendment is
sought.
(e) This Option may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.
(f) This Option shall be governed by and construed and
enforced in accordance with the laws of the State of North Carolina.
[SIGNATURES ON NEXT PAGE]
- 4 -
<PAGE> 5
IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto, and Option Holder has executed this Option Agreement under seal, all as
of the day and year first above written.
WACHOVIA CORPORATION
[CORPORATE SEAL]
By: /s/ Kenneth W. McAllister
----------------------------
Executive Vice President and
General Counsel
ATTEST:
/s/ Alice Washington Grogan
- ---------------------------
Secretary
OPTION HOLDER
/s/ Roddy H. Oglesby, Jr. (Seal)
------------------------------
(Signature)
Roddy H. Oglesby, Jr.
------------------------------
(Print Name)
- 5 -
<PAGE> 1
EXHIBIT 4.14
OPTION AGREEMENT
(Directors)
THIS AGREEMENT is made and entered into as of this 1st day of April,
1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized
and existing under the laws of the State of North Carolina and George Phillip
Paulk ("Option Holder").
W I T N E S S E T H:
WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase
5,000 shares of common stock of The First National Bankshares of Henry County,
Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant
Agreement") dated as of December 21, 1990, between Option Holder and First
National;
WHEREAS, Wachovia and First National are parties to an Agreement and
Plan of Merger (the "Agreement"), dated November 22, 1995, providing for
Wachovia's acquisition of First National;
WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's
Warrant will be converted into an option (the "Option") to purchase Wachovia
common stock (the "Common Stock") at an option price of $24.85 based upon a
fixed exchange rate of 0.4024; and
WHEREAS, the Option granted by this Option Agreement is in exchange
for and in cancellation of the Warrant.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, Wachovia hereby grants to Option
Holder the Option to purchase all or any part of an aggregate of 2,012 shares
of the Common Stock of Wachovia.
2. Term. The Option may be exercised in whole, or from time to
time in part, at any time from the date hereof until 5:00 p.m. Eastern time on
December 21, 2000 (the "Expiration Time").
3. Purchase Price. The price per share to be paid by Option
Holder for the shares of Common Stock subject to this Option shall be $24.85,
subject to adjustment as set forth in Section 6 and Section 7 hereof (such
price, as adjusted, is hereinafter called the "Purchase Price").
<PAGE> 2
4. Exercise of Option. The Option may be exercised by Option
Holder by delivery to Wachovia, at the address of Wachovia set forth under
Section 11(a) hereof or such other address as Wachovia advises Option Holder
pursuant to Section 11(a) hereof, of the following:
(a) Written notice of exercise specifying the number of
shares of Common Stock with respect to which the Option is being exercised; and
(b) A cashier's or certified check payable to Wachovia
for the full amount of the aggregate Purchase Price for the number of shares as
to which the Option is being exercised.
5. Issuance of Shares. Upon receipt of the items set forth in
Section 4, and subject to the terms hereof, Wachovia shall cause to be
delivered to Option Holder stock certificates for the number of shares
specified in the notice to exercise, such shares to be registered in the name
of Option Holder. Notwithstanding the foregoing, Wachovia shall not be
required to issue or deliver any certificate for shares of Common Stock
purchased upon exercise of the Option or any portion thereof prior to the
fulfillment of the following conditions:
(a) The admission of such shares for listing on all stock
exchanges on which the Common Stock is then listed;
(b) The completion of any registration or other
qualification of such shares which Wachovia shall deem necessary or advisable
under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from
any federal or state governmental agency or body which Wachovia shall determine
to be necessary or advisable; and
(d) The lapse of such reasonable period of time following
the exercise of the Option as Wachovia from time to time may establish for
reasons of administrative convenience.
Wachovia shall have no obligation to obtain the fulfillment of
these conditions; provided, however, that Option Holder shall have one full
calendar year after these conditions have been fulfilled to exercise his or her
Option granted herein, notwithstanding any other provision herein.
6. Antidilution, Etc.
(a) If prior to the Expiration Time, Wachovia shall
subdivide its outstanding shares of Common Stock into a greater number of
shares, or declare and pay a dividend on its Common Stock payable in additional
shares of its Common Stock, the Purchase Price as then in effect shall be
proportionately reduced, and the number of shares of Common Stock then subject
to exercise under the Option (and not previously exercised) shall be
proportionately increased.
(b) If prior to the Expiration Time, Wachovia shall
combine its outstanding shares of the Common Stock into a smaller number of
shares, the Purchase Price, as then in effect, shall
- 2 -
<PAGE> 3
be proportionately increased, and the number of shares of Common Stock then
subject to exercise under the Option (and not previously exercised) shall be
proportionately reduced.
7. Reorganization, Reclassification, Consolidation or Merger. If
prior to the Expiration Time, there shall be any reorganization or
reclassification of the Common Stock of Wachovia (other than a subdivision or
combination of shares provided for in Section 6 hereof), or any consolidation
or merger of Wachovia with another entity, the Option Holder shall thereafter
be entitled to receive, during the term hereof and upon payment of the Purchase
Price, the number of shares of stock or other securities or property of
Wachovia or of the successor entity (or its parent company) resulting from such
consolidation or merger, as the case may be, to which a holder of the Common
Stock of Wachovia, deliverable upon the exercise of this Option, would have
been entitled upon such reorganization, reclassification, consolidation or
merger; and in any case, appropriate adjustment (as determined by agreement of
the Option Holder and the Board of Directors of Wachovia) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the Option Holder to the end that the provisions set
forth herein (including the adjustment of the Purchase Price and the number of
shares issuable upon the exercise of this Option) shall thereafter be
applicable, as nearly as may be reasonably practicable, in relation to any
shares or other property thereafter deliverable upon the exercise hereof.
8. Notice of Adjustments. Upon any adjustment of the Purchase
Price and any increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of this Option, Wachovia, within thirty (30) days
thereafter, shall give written notice thereof to the Option Holder at the
address set forth under Section 11(a) hereof or such other address as Option
Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall
state the Purchase Price as adjusted and the increased or decreased number of
shares purchasable upon the exercise of this Option, setting forth in
reasonable detail the method of calculation of each.
9. Transfer and Assignment.
(a) Neither this Option nor any rights hereunder are
assignable or transferable by Option Holder otherwise than by will or under the
laws of descent and distribution, and during the Option Holder's lifetime this
Option is exercisable only by Option Holder (or by Option Holder's guardian or
legal representative, should one be appointed). More particularly, but without
limiting the generality of the foregoing, except as may be approved otherwise
by Wachovia, this Option may not be assigned, transferred (except as
aforesaid), pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.
Any attempted assignment, transfer, pledge, hypothecation or
other disposition of this Option contrary to the provisions hereof shall be
null and void and without legal effect.
(b) Shares of Common Stock acquired by exercise of the
Option granted hereby may not be transferred or sold unless the transfer is
exempt from further regulatory approval or otherwise permissible under
applicable law, including state and federal securities laws.
- 3 -
<PAGE> 4
10. Cancellation of First National Warrant. Option Holder agrees
that the Option granted by this Option Agreement is in exchange for and in
cancellation of the Warrant to purchase First National common stock granted by
the Warrant Agreement.
11. Miscellaneous.
(a) All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, telegram or facsimile
transmission, or if mailed, by postage prepaid first class mail, on the third
business day after mailing, to the following address (or at such other address
as a party may notify the other hereunder):
To Wachovia: Wachovia Corporation
301 North Main Street
P. O. Box 3099
Winston-Salem, North Carolina 27150-3099
Attention: Kenneth W. McAllister, Esq.
To Option Holder: George Phillip Paulk
1374 Hwy 81 E.
McDonough, GA 30252
(b) Wachovia covenants that it has reserved and will keep
available, solely for the purpose of issue upon the exercise hereof, a
sufficient number of shares of Common Stock to permit the exercise hereof in
full.
(c) No holder of this Option, as such, shall be entitled
to vote or receive dividends with respect to the shares of Common Stock subject
hereto or be deemed to be a shareholder of Wachovia for any purpose until such
Common Stock has been issued.
(d) This Option may be amended only by an instrument in
writing executed by the party against whom enforcement of the amendment is
sought.
(e) This Option may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.
(f) This Option shall be governed by and construed and
enforced in accordance with the laws of the State of North Carolina.
[SIGNATURES ON NEXT PAGE]
- 4 -
<PAGE> 5
IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto, and Option Holder has executed this Option Agreement under seal, all as
of the day and year first above written.
WACHOVIA CORPORATION
[CORPORATE SEAL]
By: /s/ Kenneth W. McAllister
----------------------------
Executive Vice President and
General Counsel
ATTEST:
/s/ Alice Washington Grogan
- ---------------------------
Secretary
OPTION HOLDER
/s/ George Phillip Paulk (Seal)
-------------------------------
(Signature)
George Phillip Paulk
-------------------------------
(Print Name)
- 5 -
<PAGE> 1
EXHIBIT 4.15
OPTION AGREEMENT
(Directors)
THIS AGREEMENT is made and entered into as of this 1st day of April,
1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized
and existing under the laws of the State of North Carolina and William Norman
Strawn ("Option Holder").
W I T N E S S E T H:
WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase
15,000 shares of common stock of The First National Bankshares of Henry County,
Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant
Agreement") dated as of December 21, 1990, between Option Holder and First
National;
WHEREAS, Wachovia and First National are parties to an Agreement and
Plan of Merger (the "Agreement"), dated November 22, 1995, providing for
Wachovia's acquisition of First National;
WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's
Warrant will be converted into an option (the "Option") to purchase Wachovia
common stock (the "Common Stock") at an option price of $24.85 based upon a
fixed exchange rate of 0.4024; and
WHEREAS, the Option granted by this Option Agreement is in exchange
for and in cancellation of the Warrant.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, Wachovia hereby grants to Option
Holder the Option to purchase all or any part of an aggregate of 6,036 shares
of the Common Stock of Wachovia.
2. Term. The Option may be exercised in whole, or from time to
time in part, at any time from the date hereof until 5:00 p.m. Eastern time on
December 21, 2000 (the "Expiration Time").
3. Purchase Price. The price per share to be paid by Option
Holder for the shares of Common Stock subject to this Option shall be $24.85,
subject to adjustment as set forth in Section 6 and Section 7 hereof (such
price, as adjusted, is hereinafter called the "Purchase Price").
<PAGE> 2
4. Exercise of Option. The Option may be exercised by Option
Holder by delivery to Wachovia, at the address of Wachovia set forth under
Section 11(a) hereof or such other address as Wachovia advises Option Holder
pursuant to Section 11(a) hereof, of the following:
(a) Written notice of exercise specifying the number of
shares of Common Stock with respect to which the Option is being exercised; and
(b) A cashier's or certified check payable to Wachovia
for the full amount of the aggregate Purchase Price for the number of shares as
to which the Option is being exercised.
5. Issuance of Shares. Upon receipt of the items set forth in
Section 4, and subject to the terms hereof, Wachovia shall cause to be
delivered to Option Holder stock certificates for the number of shares
specified in the notice to exercise, such shares to be registered in the name
of Option Holder. Notwithstanding the foregoing, Wachovia shall not be
required to issue or deliver any certificate for shares of Common Stock
purchased upon exercise of the Option or any portion thereof prior to the
fulfillment of the following conditions:
(a) The admission of such shares for listing on all stock
exchanges on which the Common Stock is then listed;
(b) The completion of any registration or other
qualification of such shares which Wachovia shall deem necessary or advisable
under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from
any federal or state governmental agency or body which Wachovia shall determine
to be necessary or advisable; and
(d) The lapse of such reasonable period of time following
the exercise of the Option as Wachovia from time to time may establish for
reasons of administrative convenience.
Wachovia shall have no obligation to obtain the fulfillment of
these conditions; provided, however, that Option Holder shall have one full
calendar year after these conditions have been fulfilled to exercise his or her
Option granted herein, notwithstanding any other provision herein.
6. Antidilution, Etc.
(a) If prior to the Expiration Time, Wachovia shall
subdivide its outstanding shares of Common Stock into a greater number of
shares, or declare and pay a dividend on its Common Stock payable in additional
shares of its Common Stock, the Purchase Price as then in effect shall be
proportionately reduced, and the number of shares of Common Stock then subject
to exercise under the Option (and not previously exercised) shall be
proportionately increased.
(b) If prior to the Expiration Time, Wachovia shall
combine its outstanding shares of the Common Stock into a smaller number of
shares, the Purchase Price, as then in effect, shall
- 2 -
<PAGE> 3
be proportionately increased, and the number of shares of Common Stock then
subject to exercise under the Option (and not previously exercised) shall be
proportionately reduced.
7. Reorganization, Reclassification, Consolidation or Merger. If
prior to the Expiration Time, there shall be any reorganization or
reclassification of the Common Stock of Wachovia (other than a subdivision or
combination of shares provided for in Section 6 hereof), or any consolidation
or merger of Wachovia with another entity, the Option Holder shall thereafter
be entitled to receive, during the term hereof and upon payment of the Purchase
Price, the number of shares of stock or other securities or property of
Wachovia or of the successor entity (or its parent company) resulting from such
consolidation or merger, as the case may be, to which a holder of the Common
Stock of Wachovia, deliverable upon the exercise of this Option, would have
been entitled upon such reorganization, reclassification, consolidation or
merger; and in any case, appropriate adjustment (as determined by agreement of
the Option Holder and the Board of Directors of Wachovia) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the Option Holder to the end that the provisions set
forth herein (including the adjustment of the Purchase Price and the number of
shares issuable upon the exercise of this Option) shall thereafter be
applicable, as nearly as may be reasonably practicable, in relation to any
shares or other property thereafter deliverable upon the exercise hereof.
8. Notice of Adjustments. Upon any adjustment of the Purchase
Price and any increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of this Option, Wachovia, within thirty (30) days
thereafter, shall give written notice thereof to the Option Holder at the
address set forth under Section 11(a) hereof or such other address as Option
Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall
state the Purchase Price as adjusted and the increased or decreased number of
shares purchasable upon the exercise of this Option, setting forth in
reasonable detail the method of calculation of each.
9. Transfer and Assignment.
(a) Neither this Option nor any rights hereunder are
assignable or transferable by Option Holder otherwise than by will or under the
laws of descent and distribution, and during the Option Holder's lifetime this
Option is exercisable only by Option Holder (or by Option Holder's guardian or
legal representative, should one be appointed). More particularly, but without
limiting the generality of the foregoing, except as may be approved otherwise
by Wachovia, this Option may not be assigned, transferred (except as
aforesaid), pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.
Any attempted assignment, transfer, pledge, hypothecation or
other disposition of this Option contrary to the provisions hereof shall be
null and void and without legal effect.
(b) Shares of Common Stock acquired by exercise of the
Option granted hereby may not be transferred or sold unless the transfer is
exempt from further regulatory approval or otherwise permissible under
applicable law, including state and federal securities laws.
- 3 -
<PAGE> 4
10. Cancellation of First National Warrant. Option Holder agrees
that the Option granted by this Option Agreement is in exchange for and in
cancellation of the Warrant to purchase First National common stock granted by
the Warrant Agreement.
11. Miscellaneous.
(a) All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, telegram or facsimile
transmission, or if mailed, by postage prepaid first class mail, on the third
business day after mailing, to the following address (or at such other address
as a party may notify the other hereunder):
To Wachovia: Wachovia Corporation
301 North Main Street
P. O. Box 3099
Winston-Salem, North Carolina 27150-3099
Attention: Kenneth W. McAllister, Esq.
To Option Holder: William Norman Strawn
214 Darwish Drive, P.O. Box 152
McDonough, GA 30253
(b) Wachovia covenants that it has reserved and will keep
available, solely for the purpose of issue upon the exercise hereof, a
sufficient number of shares of Common Stock to permit the exercise hereof in
full.
(c) No holder of this Option, as such, shall be entitled
to vote or receive dividends with respect to the shares of Common Stock subject
hereto or be deemed to be a shareholder of Wachovia for any purpose until such
Common Stock has been issued.
(d) This Option may be amended only by an instrument in
writing executed by the party against whom enforcement of the amendment is
sought.
(e) This Option may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.
(f) This Option shall be governed by and construed and
enforced in accordance with the laws of the State of North Carolina.
[SIGNATURES ON NEXT PAGE]
- 4 -
<PAGE> 5
IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto, and Option Holder has executed this Option Agreement under seal, all as
of the day and year first above written.
WACHOVIA CORPORATION
[CORPORATE SEAL]
By: /s/ Kenneth W. McAllister
----------------------------
Executive Vice President and
General Counsel
ATTEST:
/s/ Alice Washington Grogan
- ---------------------------
Secretary
OPTION HOLDER
/s/ William Norman Strawn (Seal)
--------------------------
(Signature)
William Norman Strawn
--------------------------
(Print Name)
- 5 -
<PAGE> 1
EXHIBIT 4.16
OPTION AGREEMENT
(Directors)
THIS AGREEMENT is made and entered into as of this 1st day of April,
1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized
and existing under the laws of the State of North Carolina and Alvin E. Vaughn
("Option Holder").
W I T N E S S E T H:
WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase
5,750 shares of common stock of The First National Bankshares of Henry County,
Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant
Agreement") dated as of December 21, 1990, between Option Holder and First
National;
WHEREAS, Wachovia and First National are parties to an Agreement and
Plan of Merger (the "Agreement"), dated November 22, 1995, providing for
Wachovia's acquisition of First National;
WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's
Warrant will be converted into an option (the "Option") to purchase Wachovia
common stock (the "Common Stock") at an option price of $24.85 based upon a
fixed exchange rate of 0.4024; and
WHEREAS, the Option granted by this Option Agreement is in exchange
for and in cancellation of the Warrant.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, Wachovia hereby grants to Option
Holder the Option to purchase all or any part of an aggregate of 2,313 shares
of the Common Stock of Wachovia.
2. Term. The Option may be exercised in whole, or from time to
time in part, at any time from the date hereof until 5:00 p.m. Eastern time on
December 21, 2000 (the "Expiration Time").
3. Purchase Price. The price per share to be paid by Option
Holder for the shares of Common Stock subject to this Option shall be $24.85,
subject to adjustment as set forth in Section 6 and Section 7 hereof (such
price, as adjusted, is hereinafter called the "Purchase Price").
<PAGE> 2
4. Exercise of Option. The Option may be exercised by Option
Holder by delivery to Wachovia, at the address of Wachovia set forth under
Section 11(a) hereof or such other address as Wachovia advises Option Holder
pursuant to Section 11(a) hereof, of the following:
(a) Written notice of exercise specifying the number of
shares of Common Stock with respect to which the Option is being exercised; and
(b) A cashier's or certified check payable to Wachovia
for the full amount of the aggregate Purchase Price for the number of shares as
to which the Option is being exercised.
5. Issuance of Shares. Upon receipt of the items set forth in
Section 4, and subject to the terms hereof, Wachovia shall cause to be
delivered to Option Holder stock certificates for the number of shares
specified in the notice to exercise, such shares to be registered in the name
of Option Holder. Notwithstanding the foregoing, Wachovia shall not be
required to issue or deliver any certificate for shares of Common Stock
purchased upon exercise of the Option or any portion thereof prior to the
fulfillment of the following conditions:
(a) The admission of such shares for listing on all stock
exchanges on which the Common Stock is then listed;
(b) The completion of any registration or other
qualification of such shares which Wachovia shall deem necessary or advisable
under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from
any federal or state governmental agency or body which Wachovia shall determine
to be necessary or advisable; and
(d) The lapse of such reasonable period of time following
the exercise of the Option as Wachovia from time to time may establish for
reasons of administrative convenience.
Wachovia shall have no obligation to obtain the fulfillment of
these conditions; provided, however, that Option Holder shall have one full
calendar year after these conditions have been fulfilled to exercise his or her
Option granted herein, notwithstanding any other provision herein.
6. Antidilution, Etc.
(a) If prior to the Expiration Time, Wachovia shall
subdivide its outstanding shares of Common Stock into a greater number of
shares, or declare and pay a dividend on its Common Stock payable in additional
shares of its Common Stock, the Purchase Price as then in effect shall be
proportionately reduced, and the number of shares of Common Stock then subject
to exercise under the Option (and not previously exercised) shall be
proportionately increased.
(b) If prior to the Expiration Time, Wachovia shall
combine its outstanding shares of the Common Stock into a smaller number of
shares, the Purchase Price, as then in effect, shall
- 2 -
<PAGE> 3
be proportionately increased, and the number of shares of Common Stock then
subject to exercise under the Option (and not previously exercised) shall be
proportionately reduced.
7. Reorganization, Reclassification, Consolidation or Merger. If
prior to the Expiration Time, there shall be any reorganization or
reclassification of the Common Stock of Wachovia (other than a subdivision or
combination of shares provided for in Section 6 hereof), or any consolidation
or merger of Wachovia with another entity, the Option Holder shall thereafter
be entitled to receive, during the term hereof and upon payment of the Purchase
Price, the number of shares of stock or other securities or property of
Wachovia or of the successor entity (or its parent company) resulting from such
consolidation or merger, as the case may be, to which a holder of the Common
Stock of Wachovia, deliverable upon the exercise of this Option, would have
been entitled upon such reorganization, reclassification, consolidation or
merger; and in any case, appropriate adjustment (as determined by agreement of
the Option Holder and the Board of Directors of Wachovia) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the Option Holder to the end that the provisions set
forth herein (including the adjustment of the Purchase Price and the number of
shares issuable upon the exercise of this Option) shall thereafter be
applicable, as nearly as may be reasonably practicable, in relation to any
shares or other property thereafter deliverable upon the exercise hereof.
8. Notice of Adjustments. Upon any adjustment of the Purchase
Price and any increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of this Option, Wachovia, within thirty (30) days
thereafter, shall give written notice thereof to the Option Holder at the
address set forth under Section 11(a) hereof or such other address as Option
Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall
state the Purchase Price as adjusted and the increased or decreased number of
shares purchasable upon the exercise of this Option, setting forth in
reasonable detail the method of calculation of each.
9. Transfer and Assignment.
(a) Neither this Option nor any rights hereunder are
assignable or transferable by Option Holder otherwise than by will or under the
laws of descent and distribution, and during the Option Holder's lifetime this
Option is exercisable only by Option Holder (or by Option Holder's guardian or
legal representative, should one be appointed). More particularly, but without
limiting the generality of the foregoing, except as may be approved otherwise
by Wachovia, this Option may not be assigned, transferred (except as
aforesaid), pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.
Any attempted assignment, transfer, pledge, hypothecation or
other disposition of this Option contrary to the provisions hereof shall be
null and void and without legal effect.
(b) Shares of Common Stock acquired by exercise of the
Option granted hereby may not be transferred or sold unless the transfer is
exempt from further regulatory approval or otherwise permissible under
applicable law, including state and federal securities laws.
- 3 -
<PAGE> 4
10. Cancellation of First National Warrant. Option Holder agrees
that the Option granted by this Option Agreement is in exchange for and in
cancellation of the Warrant to purchase First National common stock granted by
the Warrant Agreement.
11. Miscellaneous.
(a) All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, telegram or facsimile
transmission, or if mailed, by postage prepaid first class mail, on the third
business day after mailing, to the following address (or at such other address
as a party may notify the other hereunder):
To Wachovia: Wachovia Corporation
301 North Main Street
P. O. Box 3099
Winston-Salem, North Carolina 27150-3099
Attention: Kenneth W. McAllister, Esq.
To Option Holder: Alvin E. Vaughn
25 Old Ivy Road
Stockbridge, GA 30281
(b) Wachovia covenants that it has reserved and will keep
available, solely for the purpose of issue upon the exercise hereof, a
sufficient number of shares of Common Stock to permit the exercise hereof in
full.
(c) No holder of this Option, as such, shall be entitled
to vote or receive dividends with respect to the shares of Common Stock subject
hereto or be deemed to be a shareholder of Wachovia for any purpose until such
Common Stock has been issued.
(d) This Option may be amended only by an instrument in
writing executed by the party against whom enforcement of the amendment is
sought.
(e) This Option may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.
(f) This Option shall be governed by and construed and
enforced in accordance with the laws of the State of North Carolina.
[SIGNATURES ON NEXT PAGE]
- 4 -
<PAGE> 5
IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto, and Option Holder has executed this Option Agreement under seal, all as
of the day and year first above written.
WACHOVIA CORPORATION
[CORPORATE SEAL]
By: /s/ Kenneth W. McAllister
----------------------------
Executive Vice President and
General Counsel
ATTEST:
/s/ Alice Washington Grogan
- ---------------------------
Secretary
OPTION HOLDER
/s/ A. E. Vaughn (Seal)
-------------------------------
(Signature)
A. E. Vaughn
-------------------------------
(Print Name)
- 5 -
<PAGE> 1
EXHIBIT 4.17
OPTION AGREEMENT
(Directors)
THIS AGREEMENT is made and entered into as of this 1st day of April,
1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized
and existing under the laws of the State of North Carolina and Joe S. Chafin
("Option Holder").
W I T N E S S E T H:
WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase
15,000 shares of common stock of The First National Bankshares of Henry County,
Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant
Agreement") dated as of December 21, 1990, between Option Holder and First
National;
WHEREAS, Wachovia and First National are parties to an Agreement and
Plan of Merger (the "Agreement"), dated November 22, 1995, providing for
Wachovia's acquisition of First National;
WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's
Warrant will be converted into an option (the "Option") to purchase Wachovia
common stock (the "Common Stock") at an option price of $24.85 based upon a
fixed exchange rate of 0.4024; and
WHEREAS, the Option granted by this Option Agreement is in exchange
for and in cancellation of the Warrant.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, Wachovia hereby grants to Option
Holder the Option to purchase all or any part of an aggregate of 6,036 shares
of the Common Stock of Wachovia.
2. Term. The Option may be exercised in whole, or from time to
time in part, at any time from the date hereof until 5:00 p.m. Eastern time on
December 21, 2000 (the "Expiration Time").
3. Purchase Price. The price per share to be paid by Option
Holder for the shares of Common Stock subject to this Option shall be $24.85,
subject to adjustment as set forth in Section 6 and Section 7 hereof (such
price, as adjusted, is hereinafter called the "Purchase Price").
<PAGE> 2
4. Exercise of Option. The Option may be exercised by Option
Holder by delivery to Wachovia, at the address of Wachovia set forth under
Section 11(a) hereof or such other address as Wachovia advises Option Holder
pursuant to Section 11(a) hereof, of the following:
(a) Written notice of exercise specifying the number of
shares of Common Stock with respect to which the Option is being exercised; and
(b) A cashier's or certified check payable to Wachovia
for the full amount of the aggregate Purchase Price for the number of shares as
to which the Option is being exercised.
5. Issuance of Shares. Upon receipt of the items set forth in
Section 4, and subject to the terms hereof, Wachovia shall cause to be
delivered to Option Holder stock certificates for the number of shares
specified in the notice to exercise, such shares to be registered in the name
of Option Holder. Notwithstanding the foregoing, Wachovia shall not be
required to issue or deliver any certificate for shares of Common Stock
purchased upon exercise of the Option or any portion thereof prior to the
fulfillment of the following conditions:
(a) The admission of such shares for listing on all stock
exchanges on which the Common Stock is then listed;
(b) The completion of any registration or other
qualification of such shares which Wachovia shall deem necessary or advisable
under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from
any federal or state governmental agency or body which Wachovia shall determine
to be necessary or advisable; and
(d) The lapse of such reasonable period of time following
the exercise of the Option as Wachovia from time to time may establish for
reasons of administrative convenience.
Wachovia shall have no obligation to obtain the fulfillment of
these conditions; provided, however, that Option Holder shall have one full
calendar year after these conditions have been fulfilled to exercise his or her
Option granted herein, notwithstanding any other provision herein.
6. Antidilution, Etc.
(a) If prior to the Expiration Time, Wachovia shall
subdivide its outstanding shares of Common Stock into a greater number of
shares, or declare and pay a dividend on its Common Stock payable in additional
shares of its Common Stock, the Purchase Price as then in effect shall be
proportionately reduced, and the number of shares of Common Stock then subject
to exercise under the Option (and not previously exercised) shall be
proportionately increased.
(b) If prior to the Expiration Time, Wachovia shall
combine its outstanding shares of the Common Stock into a smaller number of
shares, the Purchase Price, as then in effect, shall
- 2 -
<PAGE> 3
be proportionately increased, and the number of shares of Common Stock then
subject to exercise under the Option (and not previously exercised) shall be
proportionately reduced.
7. Reorganization, Reclassification, Consolidation or Merger. If
prior to the Expiration Time, there shall be any reorganization or
reclassification of the Common Stock of Wachovia (other than a subdivision or
combination of shares provided for in Section 6 hereof), or any consolidation
or merger of Wachovia with another entity, the Option Holder shall thereafter
be entitled to receive, during the term hereof and upon payment of the Purchase
Price, the number of shares of stock or other securities or property of
Wachovia or of the successor entity (or its parent company) resulting from such
consolidation or merger, as the case may be, to which a holder of the Common
Stock of Wachovia, deliverable upon the exercise of this Option, would have
been entitled upon such reorganization, reclassification, consolidation or
merger; and in any case, appropriate adjustment (as determined by agreement of
the Option Holder and the Board of Directors of Wachovia) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the Option Holder to the end that the provisions set
forth herein (including the adjustment of the Purchase Price and the number of
shares issuable upon the exercise of this Option) shall thereafter be
applicable, as nearly as may be reasonably practicable, in relation to any
shares or other property thereafter deliverable upon the exercise hereof.
8. Notice of Adjustments. Upon any adjustment of the Purchase
Price and any increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of this Option, Wachovia, within thirty (30) days
thereafter, shall give written notice thereof to the Option Holder at the
address set forth under Section 11(a) hereof or such other address as Option
Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall
state the Purchase Price as adjusted and the increased or decreased number of
shares purchasable upon the exercise of this Option, setting forth in
reasonable detail the method of calculation of each.
9. Transfer and Assignment.
(a) Neither this Option nor any rights hereunder are
assignable or transferable by Option Holder otherwise than by will or under the
laws of descent and distribution, and during the Option Holder's lifetime this
Option is exercisable only by Option Holder (or by Option Holder's guardian or
legal representative, should one be appointed). More particularly, but without
limiting the generality of the foregoing, except as may be approved otherwise
by Wachovia, this Option may not be assigned, transferred (except as
aforesaid), pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.
Any attempted assignment, transfer, pledge, hypothecation or
other disposition of this Option contrary to the provisions hereof shall be
null and void and without legal effect.
(b) Shares of Common Stock acquired by exercise of the
Option granted hereby may not be transferred or sold unless the transfer is
exempt from further regulatory approval or otherwise permissible under
applicable law, including state and federal securities laws.
- 3 -
<PAGE> 4
10. Cancellation of First National Warrant. Option Holder agrees
that the Option granted by this Option Agreement is in exchange for and in
cancellation of the Warrant to purchase First National common stock granted by
the Warrant Agreement.
11. Miscellaneous.
(a) All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, telegram or facsimile
transmission, or if mailed, by postage prepaid first class mail, on the third
business day after mailing, to the following address (or at such other address
as a party may notify the other hereunder):
To Wachovia: Wachovia Corporation
301 North Main Street
P. O. Box 3099
Winston-Salem, North Carolina 27150-3099
Attention: Kenneth W. McAllister, Esq.
To Option Holder: Joe S. Chafin
110 Jasper Drive
Stockbridge, GA 30281
(b) Wachovia covenants that it has reserved and will keep
available, solely for the purpose of issue upon the exercise hereof, a
sufficient number of shares of Common Stock to permit the exercise hereof in
full.
(c) No holder of this Option, as such, shall be entitled
to vote or receive dividends with respect to the shares of Common Stock subject
hereto or be deemed to be a shareholder of Wachovia for any purpose until such
Common Stock has been issued.
(d) This Option may be amended only by an instrument in
writing executed by the party against whom enforcement of the amendment is
sought.
(e) This Option may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.
(f) This Option shall be governed by and construed and
enforced in accordance with the laws of the State of North Carolina.
[SIGNATURES ON NEXT PAGE]
- 4 -
<PAGE> 5
IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto, and Option Holder has executed this Option Agreement under seal, all as
of the day and year first above written.
WACHOVIA CORPORATION
[CORPORATE SEAL]
By: /s/ Kenneth W. McAllister
------------------------------
Executive Vice President and
General Counsel
ATTEST:
/s/ Alice Washington Grogan
- --------------------------------
Secretary
OPTION HOLDER
/s/ Joe S. Chafin (Seal)
----------------------------
(Signature)
Joe S. Chafin
----------------------------
(Print Name)
- 5 -
<PAGE> 1
EXHIBIT 4.18
OPTION AGREEMENT
(Officers)
THIS AGREEMENT is made and entered into as of this 1st day of April,
1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized
and existing under the laws of the State of North Carolina and J. Randall Dixon
("Option Holder").
W I T N E S S E T H:
WHEREAS, Option Holder is entitled to an option (the "First National
Option") to purchase 10,348 shares of common stock of The First National
Bankshares of Henry County, Inc. ("First National") pursuant to an Employment
Agreement (the "Employment Agreement"), dated as of January 13, 1994, between
Option Holder and The First National Bank of Henry County;
WHEREAS, Wachovia and First National are parties to an Agreement and
Plan of Merger (the "Agreement"), dated November 22, 1995, providing for
Wachovia's acquisition of First National;
WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's
First National Option will be converted into an option (the "Option") to
purchase Wachovia common stock (the "Common Stock") at an option price of
$24.85 based upon a fixed exchange rate of 0.4024; and
WHEREAS, the Option granted by this Option Agreement is in exchange
for and in cancellation of the First National Option.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, Wachovia hereby grants to Option
Holder the Option to purchase all or any part of an aggregate of 4,164 shares
of the Common Stock of Wachovia.
2. Term. The Option may be exercised in whole, or from time to
time in part, at any time from the date hereof until 5:00 p.m. Eastern time on
April 1, 2003 (the "Expiration Time").
3. Purchase Price. The price per share to be paid by Option
Holder for the shares of Common Stock subject to this Option shall be $24.85,
subject to adjustment as set forth in Section 6 and Section 7 hereof (such
price, as adjusted, is hereinafter called the "Purchase Price").
4. Exercise of Option. The Option may be exercised by Option
Holder by delivery to Wachovia, at the address of Wachovia set forth under
Section 11(a) hereof or such other address as Wachovia advises Option Holder
pursuant to Section 11(a) hereof, of the following:
<PAGE> 2
(a) Written notice of exercise specifying the number of
shares of Common Stock with respect to which the Option is being exercised; and
(b) A cashier's or certified check payable to Wachovia
for the full amount of the aggregate Purchase Price for the number of shares as
to which the Option is being exercised.
5. Issuance of Shares. Upon receipt of the items set forth in
Section 4, and subject to the terms hereof, Wachovia shall cause to be
delivered to Option Holder stock certificates for the number of shares
specified in the notice to exercise, such shares to be registered in the name
of Option Holder. Notwithstanding the foregoing, Wachovia shall not be
required to issue or deliver any certificate for shares of Common Stock
purchased upon exercise of the Option or any portion thereof prior to the
fulfillment of the following conditions:
(a) The admission of such shares for listing on all stock
exchanges on which the Common Stock is then listed;
(b) The completion of any registration or other
qualification of such shares which Wachovia shall deem necessary or advisable
under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from
any federal or state governmental agency or body which Wachovia shall determine
to be necessary or advisable; and
(d) The lapse of such reasonable period of time following
the exercise of the Option as Wachovia from time to time may establish for
reasons of administrative convenience.
Wachovia shall have no obligation to obtain the fulfillment of
these conditions; provided, however, that Option Holder shall have one full
calendar year after these conditions have been fulfilled to exercise his or her
Option granted herein, notwithstanding any other provision herein.
6. Antidilution, Etc.
(a) If prior to the Expiration Time, Wachovia shall
subdivide its outstanding shares of Common Stock into a greater number of
shares, or declare and pay a dividend on its Common Stock payable in additional
shares of its Common Stock, the Purchase Price as then in effect shall be
proportionately reduced, and the number of shares of Common Stock then subject
to exercise under the Option (and not previously exercised) shall be
proportionately increased.
(b) If prior to the Expiration Time, Wachovia shall
combine its outstanding shares of the Common Stock into a smaller number of
shares, the Purchase Price, as then in effect, shall be proportionately
increased, and the number of shares of Common Stock then subject to exercise
under the Option (and not previously exercised) shall be proportionately
reduced.
- 2 -
<PAGE> 3
7. Reorganization, Reclassification, Consolidation or Merger. If
prior to the Expiration Time, there shall be any reorganization or
reclassification of the Common Stock of Wachovia (other than a subdivision or
combination of shares provided for in Section 6 hereof), or any consolidation
or merger of Wachovia with another entity, the Option Holder shall thereafter
be entitled to receive, during the term hereof and upon payment of the Purchase
Price, the number of shares of stock or other securities or property of
Wachovia or of the successor entity (or its parent company) resulting from such
consolidation or merger, as the case may be, to which a holder of the Common
Stock of Wachovia, deliverable upon the exercise of this Option, would have
been entitled upon such reorganization, reclassification, consolidation or
merger; and in any case, appropriate adjustment (as determined by agreement of
the Option Holder and the Board of Directors of Wachovia) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the Option Holder to the end that the provisions set
forth herein (including the adjustment of the Purchase Price and the number of
shares issuable upon the exercise of this Option) shall thereafter be
applicable, as nearly as may be reasonably practicable, in relation to any
shares or other property thereafter deliverable upon the exercise hereof.
8. Notice of Adjustments. Upon any adjustment of the Purchase
Price and any increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of this Option, Wachovia, within thirty (30) days
thereafter, shall give written notice thereof to the Option Holder at the
address set forth under Section 11(a) hereof or such other address as Option
Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall
state the Purchase Price as adjusted and the increased or decreased number of
shares purchasable upon the exercise of this Option, setting forth in
reasonable detail the method of calculation of each.
9. Transfer and Assignment.
(a) Neither this Option nor any rights hereunder are
assignable or transferable by Option Holder otherwise than by will or under the
laws of descent and distribution, and during the Option Holder's lifetime this
Option is exercisable only by Option Holder (or by Option Holder's guardian or
legal representative, should one be appointed). More particularly, but without
limiting the generality of the foregoing, except as may be approved otherwise
by Wachovia, this Option may not be assigned, transferred (except as
aforesaid), pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.
Any attempted assignment, transfer, pledge, hypothecation or
other disposition of this Option contrary to the provisions hereof shall be
null and void and without legal effect.
(b) Shares of Common Stock acquired by exercise of the
Option granted hereby may not be transferred or sold unless the transfer is
exempt from further regulatory approval or otherwise permissible under
applicable law, including state and federal securities laws.
10. Cancellation of First National Option. Option Holder agrees
that the Option granted by this Option Agreement is in exchange for and in
cancellation of the First National Option to purchase First National common
stock granted by the Employment Agreement.
- 3 -
<PAGE> 4
11. Miscellaneous.
(a) All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, telegram or facsimile
transmission, or if mailed, by postage prepaid first class mail, on the third
business day after mailing, to the following address (or at such other address
as a party may notify the other hereunder):
To Wachovia: Wachovia Corporation
301 North Main Street
P. O. Box 3099
Winston-Salem, North Carolina 27150-3099
Attention: Kenneth W. McAllister, Esq.
To Option Holder: J. Randall Dixon
6007 Hwy. 155 N.
Stockbridge, Georgia 30081
(b) Wachovia covenants that it has reserved and will keep
available, solely for the purpose of issue upon the exercise hereof, a
sufficient number of shares of Common Stock to permit the exercise hereof in
full.
(c) No holder of this Option, as such, shall be entitled
to vote or receive dividends with respect to the shares of Common Stock subject
hereto or be deemed to be a shareholder of Wachovia for any purpose until such
Common Stock has been issued.
(d) This Option may be amended only by an instrument in
writing executed by the party against whom enforcement of the amendment is
sought.
(e) This Option may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.
(f) This Option shall be governed by and construed and
enforced in accordance with the laws of the State of North Carolina.
[SIGNATURES ON NEXT PAGE]
- 4 -
<PAGE> 5
IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto, and Option Holder has executed this Option Agreement under seal, all as
of the day and year first above written.
WACHOVIA CORPORATION
[CORPORATE SEAL]
By: /s/ Kenneth W. McAllister
-------------------------------------
Executive Vice President and General
Counsel
ATTEST:
/s/ Alice Washington Grogan
- ---------------------------
Secretary
OPTION HOLDER
/s/ J. Randall Dixon (Seal)
--------------------------------------
(Signature)
J. Randall Dixon
--------------------------------------
(Print Name)
- 5 -
<PAGE> 1
EXHIBIT 4.19
OPTION AGREEMENT
(Officers)
THIS AGREEMENT is made and entered into as of this 1st day of April,
1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized
and existing under the laws of the State of North Carolina and Terry D.
Ellington ("Option Holder").
W I T N E S S E T H:
WHEREAS, Option Holder is entitled to an option (the "First National
Option") to purchase 3,882 shares of common stock of The First National
Bankshares of Henry County, Inc. ("First National") pursuant to an Employment
Agreement (the "Employment Agreement"), dated as of December 1, 1994, between
Option Holder and The First National Bank of Henry County;
WHEREAS, Wachovia and First National are parties to an Agreement and
Plan of Merger (the "Agreement"), dated November 22, 1995, providing for
Wachovia's acquisition of First National;
WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's
First National Option will be converted into an option (the "Option") to
purchase Wachovia common stock (the "Common Stock") at an option price of
$24.85 based upon a fixed exchange rate of 0.4024; and
WHEREAS, the Option granted by this Option Agreement is in exchange
for and in cancellation of the First National Option.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, Wachovia hereby grants to Option
Holder the Option to purchase all or any part of an aggregate of 1,562 shares
of the Common Stock of Wachovia.
2. Term. The Option may be exercised in whole, or from time to
time in part, at any time from the date hereof until 5:00 p.m. Eastern time on
September 28, 1996 (the "Expiration Time").
3. Purchase Price. The price per share to be paid by Option
Holder for the shares of Common Stock subject to this Option shall be $24.85,
subject to adjustment as set forth in Section 6 and Section 7 hereof (such
price, as adjusted, is hereinafter called the "Purchase Price").
<PAGE> 2
4. Exercise of Option. The Option may be exercised by Option
Holder by delivery to Wachovia, at the address of Wachovia set forth under
Section 11(a) hereof or such other address as Wachovia advises Option Holder
pursuant to Section 11(a) hereof, of the following:
(a) Written notice of exercise specifying the number of
shares of Common Stock with respect to which the Option is being exercised; and
(b) A cashier's or certified check payable to Wachovia
for the full amount of the aggregate Purchase Price for the number of shares as
to which the Option is being exercised.
5. Issuance of Shares. Upon receipt of the items set forth in
Section 4, and subject to the terms hereof, Wachovia shall cause to be
delivered to Option Holder stock certificates for the number of shares
specified in the notice to exercise, such shares to be registered in the name
of Option Holder. Notwithstanding the foregoing, Wachovia shall not be
required to issue or deliver any certificate for shares of Common Stock
purchased upon exercise of the Option or any portion thereof prior to the
fulfillment of the following conditions:
(a) The admission of such shares for listing on all stock
exchanges on which the Common Stock is then listed;
(b) The completion of any registration or other
qualification of such shares which Wachovia shall deem necessary or advisable
under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from
any federal or state governmental agency or body which Wachovia shall determine
to be necessary or advisable; and
(d) The lapse of such reasonable period of time following
the exercise of the Option as Wachovia from time to time may establish for
reasons of administrative convenience.
Wachovia shall have no obligation to obtain the fulfillment of
these conditions; provided, however, that Option Holder shall have one full
calendar year after these conditions have been fulfilled to exercise his or her
Option granted herein, notwithstanding any other provision herein.
6. Antidilution, Etc.
(a) If prior to the Expiration Time, Wachovia shall
subdivide its outstanding shares of Common Stock into a greater number of
shares, or declare and pay a dividend on its Common Stock payable in additional
shares of its Common Stock, the Purchase Price as then in effect shall be
proportionately reduced, and the number of shares of Common Stock then subject
to exercise under the Option (and not previously exercised) shall be
proportionately increased.
(b) If prior to the Expiration Time, Wachovia shall
combine its outstanding shares of the Common Stock into a smaller number of
shares, the Purchase Price, as then in effect, shall
- 2 -
<PAGE> 3
be proportionately increased, and the number of shares of Common Stock then
subject to exercise under the Option (and not previously exercised) shall be
proportionately reduced.
7. Reorganization, Reclassification, Consolidation or Merger. If
prior to the Expiration Time, there shall be any reorganization or
reclassification of the Common Stock of Wachovia (other than a subdivision or
combination of shares provided for in Section 6 hereof), or any consolidation
or merger of Wachovia with another entity, the Option Holder shall thereafter
be entitled to receive, during the term hereof and upon payment of the Purchase
Price, the number of shares of stock or other securities or property of
Wachovia or of the successor entity (or its parent company) resulting from such
consolidation or merger, as the case may be, to which a holder of the Common
Stock of Wachovia, deliverable upon the exercise of this Option, would have
been entitled upon such reorganization, reclassification, consolidation or
merger; and in any case, appropriate adjustment (as determined by agreement of
the Option Holder and the Board of Directors of Wachovia) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the Option Holder to the end that the provisions set
forth herein (including the adjustment of the Purchase Price and the number of
shares issuable upon the exercise of this Option) shall thereafter be
applicable, as nearly as may be reasonably practicable, in relation to any
shares or other property thereafter deliverable upon the exercise hereof.
8. Notice of Adjustments. Upon any adjustment of the Purchase
Price and any increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of this Option, Wachovia, within thirty (30) days
thereafter, shall give written notice thereof to the Option Holder at the
address set forth under Section 11(a) hereof or such other address as Option
Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall
state the Purchase Price as adjusted and the increased or decreased number of
shares purchasable upon the exercise of this Option, setting forth in
reasonable detail the method of calculation of each.
9. Transfer and Assignment.
(a) Neither this Option nor any rights hereunder are
assignable or transferable by Option Holder otherwise than by will or under the
laws of descent and distribution, and during the Option Holder's lifetime this
Option is exercisable only by Option Holder (or by Option Holder's guardian or
legal representative, should one be appointed). More particularly, but without
limiting the generality of the foregoing, except as may be approved otherwise
by Wachovia, this Option may not be assigned, transferred (except as
aforesaid), pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.
Any attempted assignment, transfer, pledge, hypothecation or
other disposition of this Option contrary to the provisions hereof shall be
null and void and without legal effect.
(b) Shares of Common Stock acquired by exercise of the
Option granted hereby may not be transferred or sold unless the transfer is
exempt from further regulatory approval or otherwise permissible under
applicable law, including state and federal securities laws.
- 3 -
<PAGE> 4
10. Cancellation of First National Option. Option Holder agrees
that the Option granted by this Option Agreement is in exchange for and in
cancellation of the First National Option to purchase First National common
stock granted by the Employment Agreement.
11. Miscellaneous.
(a) All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, telegram or facsimile
transmission, or if mailed, by postage prepaid first class mail, on the third
business day after mailing, to the following address (or at such other address
as a party may notify the other hereunder):
To Wachovia: Wachovia Corporation
301 North Main Street
P. O. Box 3099
Winston-Salem, North Carolina 27150-3099
Attention: Kenneth W. McAllister, Esq.
To Option Holder: Terry D. Ellington
8991 Thornton Blvd.
Jonesboro, Georgia 30236
(b) Wachovia covenants that it has reserved and will keep
available, solely for the purpose of issue upon the exercise hereof, a
sufficient number of shares of Common Stock to permit the exercise hereof in
full.
(c) No holder of this Option, as such, shall be entitled
to vote or receive dividends with respect to the shares of Common Stock subject
hereto or be deemed to be a shareholder of Wachovia for any purpose until such
Common Stock has been issued.
(d) This Option may be amended only by an instrument in
writing executed by the party against whom enforcement of the amendment is
sought.
(e) This Option may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.
(f) This Option shall be governed by and construed and
enforced in accordance with the laws of the State of North Carolina.
[SIGNATURES ON NEXT PAGE]
- 4 -
<PAGE> 5
IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto, and Option Holder has executed this Option Agreement under seal, all as
of the day and year first above written.
WACHOVIA CORPORATION
[CORPORATE SEAL]
By: /s/ Kenneth W. McAllister
----------------------------------
Executive Vice President and
General Counsel
ATTEST:
/s/ Alice Washington Grogan
- ---------------------------
Secretary
OPTION HOLDER
/s/ Terry D. Ellington (Seal)
------------------------------------
(Signature)
Terry D. Ellington
------------------------------------
(Print Name)
- 5 -
<PAGE> 1
[WACHOVIA LETTERHEAD]
EXHIBIT 5
April 1, 1995
Wachovia Corporation
100 North Main Street
P.O. Box 1099
Winston-Salem, North Carolina 27150
RE: Registration Statement on Form S-8
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 of a Registration Statement on Form S-8 (the
"Registration Statement" under the Securities Act of 1933, as amended,
pertaining to the issuance of up to 81,679 shares of the Company's Common
Stock, par value $5.00 per share (the "Shares"), pursuant to certain option
agreements entered into between the Company and certain current or former
officers and directors of The First National Bankshares of Henry County, Inc.
("FNBHC") in connection with the merger of FNBHC with and into the Company as
set forth in the Agreement and Plan of Merger dated November 22, 1995 by and
between the Company and FNBCH (the "Merger Agreement").
As counsel for the Company, I have reviewed 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 in accordance with the terms of the Merger
Agreement, 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,
Kenneth W. McAllister
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 filed on or about April 1, 1996) pertaining to The First National Bank of
Henry County, Inc. Stock Option Plan of our report dated January 11, 1996, with
respect to the consolidated financial statements of Wachovia Corporation
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Winston-Salem, North Carolina
April 1, 1996
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
We, the undersigned directors of Wachovia Corporation (the "Corporation"),
and each of us, do hereby make, constitute and appoint Kenneth W. McAllister
and Alice Washington 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 file a Registration Statement on Form S-8 or other
applicable form, relating to one or more offerings of the Corporation's common
stock pursuant to certain option agreements entered into between the
Corporation and certain current or former officers and directors of The First
National Bankshares of Henry County, Inc. or its subsidiaries, with the
Securities and Exchange Commission, and to sign any and all amendments
(including post-effective amendments) to the Registration Statement, and to
file the same, with any exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them individually, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact or
either of them, or their 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 the 29th day of March, 1996.
<TABLE>
<S> <C>
Leslie M. Baker, Jr. Rufus C. Barkley, Jr.
- --------------------------------------------------- --------------------------------------------------------------
Leslie M. Baker, Jr. Rufus C. Barkley, Jr.
Crandall C. Bowles John L. Clendenin
- --------------------------------------------------- --------------------------------------------------------------
Crandall C. Bowles John L. Clendenin
Lawrence M. Gressette, Jr. Thomas K. Hearn, Jr.
- --------------------------------------------------- --------------------------------------------------------------
Lawrence M. Gressette, Jr. Thomas K. Hearn, Jr.
W. Hayne Hipp Robert M. Holder, Jr.
- --------------------------------------------------- --------------------------------------------------------------
W. Hayne Hipp Robert M. Holder, Jr.
Donald R. Hughes F. Kenneth Iverson
- --------------------------------------------------- --------------------------------------------------------------
Donald R. Hughes F. Kenneth Iverson
James W. Johnston John G. Medlin, Jr.
- --------------------------------------------------- --------------------------------------------------------------
James W. Johnston John G. Medlin, Jr.
Wyndham Robertson Herman J. Russell
- --------------------------------------------------- --------------------------------------------------------------
Wyndham Robertson Herman J. Russell
Sherwood H. Smith, Jr. Charles McKenzie Taylor
- --------------------------------------------------- --------------------------------------------------------------
Sherwood H. Smith, Jr. Charles McKenzie Taylor
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1
<CASH> 2,692,318
<INT-BEARING-DEPOSITS> 451,279
<FED-FUNDS-SOLD> 144,105
<TRADING-ASSETS> 1,114,926
<INVESTMENTS-HELD-FOR-SALE> 7,409,825
<INVESTMENTS-CARRYING> 1,619,480
<INVESTMENTS-MARKET> 1,721,222
<LOANS> 29,261,153
<ALLOWANCE> 408,808
<TOTAL-ASSETS> 44,981,314
<DEPOSITS> 26,368,757
<SHORT-TERM> 8,073,268
<LIABILITIES-OTHER> 1,342,504
<LONG-TERM> 5,423,028
0
0
<COMMON> 851,793
<OTHER-SE> 2,921,964
<TOTAL-LIABILITIES-AND-EQUITY> 44,981,314
<INTEREST-LOAN> 2,384,919
<INTEREST-INVEST> 562,347
<INTEREST-OTHER> 72,464
<INTEREST-TOTAL> 3,019,730
<INTEREST-DEPOSIT> 823,454
<INTEREST-EXPENSE> 1,579,107
<INTEREST-INCOME-NET> 1,440,623
<LOAN-LOSSES> 103,791
<SECURITIES-GAINS> (23,494)
<EXPENSE-OTHER> 1,203,596
<INCOME-PRETAX> 868,868
<INCOME-PRE-EXTRAORDINARY> 602,543
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 602,543
<EPS-PRIMARY> 3.50
<EPS-DILUTED> 3.49
<YIELD-ACTUAL> 4.16
<LOANS-NON> 53,547
<LOANS-PAST> 48,970
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 406,132
<CHARGE-OFFS> 134,499
<RECOVERIES> 33,384
<ALLOWANCE-CLOSE> 408,808
<ALLOWANCE-DOMESTIC> 334,526
<ALLOWANCE-FOREIGN> 3,697
<ALLOWANCE-UNALLOCATED> 70,585
</TABLE>
