<PAGE>
As filed with the Securities and Exchange Commission on May 20, 1996
Registration No. 33-65484
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PALFED, INC.
(Exact name of Registrant as specified in its charter)
---------------------
South Carolina 57-0821295
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
107 Chesterfield Street South 29801
Aiken, South Carolina (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
PALFED, INC.
1993 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
with copies to:
Howard M. Hickey, Jr. --------------
Executive Vice President, General Charles M. Flickinger
Counsel and Secretary Sutherland, Asbill & Brennan
PALFED, Inc. 999 Peachtree Street, N. E.
107 Chesterfield Street South Atlanta, Georgia 30309-3996
Aiken, South Carolina 29801 (404) 853-8000
(803) 642-1400
(Name, address and telephone number,
including area code, of agent for service)
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Page 1 of ___ sequentially numbered pages.
The Index to Exhibits is on page 7.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Post-Effective Amendment No. 1 to the PALFED, Inc. Form S-8
Registration Statement is being filed in connection with the amendment of the
PALFED, Inc. 1993 Stock Option Plan (as amended, the "Plan"), previously filed
with the Securities and Exchange Commission on July 2, 1993 as Exhibit 4.0 to
the Registrant's Registration Statement on Form S-8 (SEC File No. 33-65484).
At the Annual Meeting of Shareholders of PALFED, Inc. (the "Company") held
on April 23, 1996, the shareholders of the Company approved certain amendments
to the Plan. The Plan, as amended as of April 23, 1996, is filed as Exhibit 4.0
to this Post-Effective Amendment No. 1 to the Company's Registration Statement
on Form S-8 (SEC File No. 33-65484).
ITEM 8. EXHIBITS
4.0 PALFED, Inc. 1993 Stock Option Plan, as amended as of April 23, 1996.
4.1 Restated Articles of Incorporation of PALFED, Inc., filed on July 1, 1993
as Exhibit 4.1 to the Registrant's Registration Statement on Form S-2
(SEC File No. 33-65338), is hereby incorporated herein by reference.
4.2 Bylaws of PALFED, Inc, as amended, incorporated by reference to Exhibit
3.2 to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992.
5.1 Opinion of Howard M. Hickey, Jr. as to the legality of securities being
registered.*
24.1 Consent of Howard M. Hickey, Jr.*
24.3 Consent of Coopers & Lybrand.*
25 Power of Attorney.*
------------------------
* Previously filed on July 2, 1993 as an exhibit to the Registrant's
Registration Statement on Form S-8 (SEC File No. 33-65484) and incorporated
herein by reference.
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<PAGE>
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any 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) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of such Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, such Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Post-
Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed
on its behalf by the undersigned thereunto duly authorized, in the City of
Aiken, State of South Carolina on May 16, 1996.
PALFED, INC.
By: /s/ John C. Troutman
---------------------------
John C. Troutman
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities indicated as of May 16, 1996.
SIGNATURES TITLE
---------- -----
/s/ Albert H. Peters, Jr.* Chairman of the Board
------------------------------
Albert H. Peters, Jr.
/s/ John C. Troutman President, Chief Executive Officer
------------------------------ and Director
John C. Troutman
/s/ Darrell R. Rains Executive Vice President,
------------------------------ Treasurer and Chief Financial Officer
Darrell R. Rains
/s/ Michael B. Smith* Senior Vice President and Controller
------------------------------
Michael B. Smith
/s/ William F. Cochrane* Director
------------------------------
William F. Cochrane
/s/ Patrick D. Cunning* Director
------------------------------
Patrick D. Cunning
[Signatures continued on next page]
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<PAGE>
SIGNATURES TITLE
---------- -----
/s/ Edward Larry Hutto* Director
------------------------------
Edward Larry Hutto
/s/ Harold D. Kingsmore* Director
------------------------------
Harold D. Kingsmore
/s/ R. Bruce McBratney* Director
------------------------------
R. Bruce McBratney
/s/ Ambrose L. Schwallie* Director
------------------------------
Ambrose L. Schwallie
/s/ Charles E. Simons, III* Director
------------------------------
Charles E. Simons, III
*By:/s/ Howard M. Hickey, Jr.
--------------------------
Howard M. Hickey, Jr.
Attorney-in-Fact
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the PALFED, Inc. 1993 Stock Option Plan has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Aiken, State of South Carolina, on May 16, 1996.
PALFED, Inc., as Administrator of the PALFED, Inc.
1993 Stock Option Plan
By:/s/ Darrell R. Rains
-------------------------------------
Darrell R. Rains
Executive Vice President, Treasurer and
Chief Financial Officer
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<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
------- ------- -------------
4.0 PALFED, Inc. 1993 Stock Option Plan, as amended as
of April 23, 1996.
4.1 Restated Articles of Incorporation of PALFED, Inc.,
filed on July 1, 1993 as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-2
(SEC File No. 33-65338), is hereby incorporated
herein by reference.
4.2 Bylaws of PALFED, Inc, as amended, incorporated by
reference to Exhibit 3.2 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1992.
5.1 Opinion of Howard M. Hickey, Jr. as to the legality
of securities being registered.*
24.1 Consent of Howard M. Hickey, Jr.*
24.2 Consent of Coopers & Lybrand.*
25 Power of Attorney.*
-----------------------
* Previously filed on July 2, 1993 as an exhibit to the Registrant's
Registration Statement on Form S-8 (SEC File No. 33-65484) and incorporated
herein by reference.
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<PAGE>
EXHIBIT 4.0
<PAGE>
PALFED, INC.
1993 STOCK OPTION PLAN
(As amended as of April 23, 1996)
1. PURPOSE OF THE PLAN. The PALFED, Inc. 1993 Stock Option Plan
(the "Plan") is intended to advance the interests of PALFED, Inc. (the
"Company") and its "subsidiaries" (as defined in Section 424 of Internal Revenue
Code of 1986, as amended (the "Code")) by encouraging and providing an
opportunity for officers and other key employees of the Company and its
subsidiaries to acquire shares of the Company's common stock. In addition, the
Plan is intended to enhance the ability of the Company and its subsidiaries to
attract and retain employees, to stimulate the efforts of such employees and to
strengthen their desire to remain in the employ of the Company and its
subsidiaries.
The Plan provides for the grant of stock options which qualify as
"incentive stock options" ("Incentive Stock Options") within the meaning of
Section 422 of the Code, or stock options which do not qualify as Incentive
Stock Options ("Non-Qualified Stock Options") (Incentive Stock Options and Non-
Qualified Stock Options are hereinafter collectively referred to as "Options").
2. STOCK SUBJECT TO THE PLAN. The maximum number of shares of
common stock, $ 1.00 par value ("Common Stock"), of the Company that may be
issued under Options granted under the Plan shall be a total of 250,000 shares
of Common Stock. If an Option expires or terminates for any reason without
being exercised in full, the unpurchased shares subject to such Option shall
again be available for purposes of the Plan.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by a
committee of the Board of Directors consisting of not less than three (3)
directors who are "disinterested persons" within the meaning of Rule 16b-3
promulgated by the Securities and Exchange Commission ("SEC") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). As used
herein, the term "Committee" refers to such committee or, in absence of
appointment of such committee, to the Board of Directors. Subject to the terms
of the Plan, the Committee shall have full authority in its discretion to
determine the officers or employees of the Company and its subsidiaries to whom
Options shall be granted and the terms and provisions of Options. In making
such determinations, the Committee may take into account the nature of the
services rendered and to be rendered by the respective officers and employees,
their present and potential contributions to the Company and any other factors
that the Committee deems relevant. The Committee may also make the issuance or
exercise of Options subject to the satisfaction of specified financial
performance goals established by the Committee in its discretion. Subject to
the provisions of the Plan, the Committee shall have full and conclusive
authority to interpret and construe the terms and intent of the Plan; to
prescribe, amend and rescind rules and regulations relating to the Plan; to
determine the terms and provisions of the respective Option agreements (which
need not be identical); and to make all other determinations necessary or
advisable for the proper administration of the Plan.
4. ELIGIBILITY AND LIMITS. Options may be granted only to officers
and other key employees of the Company and its present or future subsidiaries.
No Incentive Stock Option shall be granted to any person who, at the time such
Option is granted, owns (as defined in Sections 422 and 424 of the Code) Common
Stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company, and no Incentive Stock Option may be
granted to a director not otherwise employed by the Company. In the case of an
Incentive Stock Option, the aggregate fair market value (determined as
<PAGE>
of the time an Incentive Stock is granted) of Common Stock with respect to which
Incentive Stock can become exercisable for the first time by any person during
any one calendar year under this Plan and under all other plans of the Company
and its subsidiary corporations (within the meaning of Sections 422 and 424 of
the Code) shall not exceed $100,000.
5. INCENTIVE STOCK OPTIONS AND NON-QUALIFIED STOCK OPTIONS. At the
time any Option is granted under this Plan, the Committee shall determine
whether said Option is to be an Incentive Stock Option or a Non-Qualified Stock
Option, and the Option shall be clearly identified as to such status. The
number of shares as to which Incentive Stock Options and Non-Qualified Stock
Options shall be granted shall be determined by the Committee in its sole
discretion, subject to the provisions of section 4 above with respect to the
aggregate fair market value of the Stock for which an officer or employee shall
be granted Incentive Stock Options in any calendar year and subject to the
provisions of section 2 above as to the total number of shares for which Options
may be granted under the Plan. At the time any Incentive Stock Option granted
under this Plan is exercised, the certificates representing the shares of Common
Stock purchased pursuant to such Option shall be clearly identified as
representing shares purchased upon exercise of an Incentive Stock Option.
6. TERMS AND CONDITIONS OF OPTIONS. Subject to the following terms
and conditions, all Options granted under this Plan shall be in such form and
upon such terms and conditions, not inconsistent with this Plan, as the
Committee shall from time to time determine.
(a) OPTION TERM. No Option shall be exercisable after the
expiration of ten (10) years from the date the Option is granted.
(b) OPTION. The option price per share of Common Stock purchasable
under an Option granted under this Plan shall be as set forth in the applicable
Option agreement; provided that the option price for an Incentive Stock Option
shall not be less than the fair market value of a share of Common Stock (as
determined in good faith by the Committee) on the date such Incentive Stock
Option is granted. The date an Option is granted shall be the date on which the
Committee has approved the terms and conditions of an Option agreement
evidencing the Option, has determined the recipient of the Option and the number
of shares covered by the Option, and has taken all such other action as
necessary to complete the grant of the Option.
(c) PAYMENT. Payment for all shares purchased pursuant to exercise
of an Option shall be made in cash, or if the Option agreement so provides, by
delivery of Common Stock at its fair market value on the date of delivery. Such
payment shall be made at the time that the Option or any part thereof is
exercised, and no shares shall be issued or delivered until full payment
therefor has been made. The holder of an Option shall, as such, have none of
the rights of a shareholder.
(d) CONDITIONS TO EXERCISE OF AN OPTION. Subject to the provisions
of paragraph (g) below, each Option granted under the Plan shall be exercisable
at such time or times, or upon the occurrence of such event or events, and in
such amounts, as the Committee shall specify in the Option agreement, except
that no Option may be exercised to any extent until the holder shall have been
employed by the Company or one of its subsidiaries for at least six (6) months
from the date of the grant.
(e) NONTRANSFERABILITY OF OPTION. An Option shall not be
assignable or transferable except by will or by the laws of descent and
distribution, and shall be exercisable, during the holder's lifetime, only by
the holder. Any distributee by will or by the laws of descent and distribution
shall be bound by the provisions of this Plan. Any attempt to assign, pledge,
transfer, hypothecate or otherwise dispose of an Option, and any levy of
execution, attachment or similar process on an Option shall be null and void.
2
<PAGE>
(f) TERMINATION OF EMPLOYMENT OR DEATH. In the event of
termination of employment of the holder for any reason other than death or
disability, the holder may not exercise an Option more than three (3) months
after the date of such termination of employment; provided, however, that no
Option shall be exercised following the date of notice to the holder of
termination of his employment by the Company or by any of its subsidiaries for
violation by him or her of any provision of any written employment contract
between the Company or any of its subsidiaries and the holder, or for "cause"
(as defined in the Option agreement between the holder and the Company). Upon
any termination of employment of the holder by reason of disability, within the
meaning of Section 105(d)(4) of the Code, the holder may not exercise an Option
later than twelve (12) months after the date of such termination of employment.
If the holder of an Option dies, such Option may be exercised (to the extent
that the holder shall have been entitled to do so at the date of his death) by a
legatee or legatees of the holder under his last will, or by his personal
representatives or distributees, at any time within the twelve (12) month period
following his death. Notwithstanding this paragraph (f), no Option may be
exercised more than ten (10) years after the date on which such Option was
granted. For purposes of this paragraph (f), employment of a holder shall not
be deemed terminated so long as the holder is employed by, or a director of, a
parent or subsidiary of the Company or another corporation (or a parent or
subsidiary corporation of such other corporation) which has assumed the Option
of the holder in a transaction to which Section 424(a) of the Code is
applicable.
(g) ACCELERATION OF RIGHT OF EXERCISE. Notwithstanding the vesting
provisions of subparagraph (d) above, but subject to the provisions of
subparagraph (b) above, an Option may be exercised in any amount up to the full
number of shares covered by the Option without regard to the date of grant of
the Option if: (i) a tender offer or exchange offer has been made for at least
twenty-five percent (25%) of the outstanding shares of Common Stock, other than
one made by the Company, provided that the corporation, person or other entity
making such offer purchases or otherwise acquires shares of Common Stock
pursuant to such offer; or (ii) the shareholders of the Company have approved a
definitive agreement (the "Agreement") to merge or consolidate with or into
another corporation pursuant to which the Company will not survive or will
survive only as a subsidiary of another corporation or to sell or otherwise
dispose of all or substantially all of its assets; or (iii) any person, entity
or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act
(excluding for purposes of this section any employee benefit plan of the Company
which acquires beneficial ownership of voting securities of the Company) becomes
the holder of twenty-five percent (25%) or more of the outstanding shares of
Stock. If any of the events specified in this subparagraph (g) have occurred,
the Option shall be fully exercisable: (x) in the event of (i) above, within a
30-day period commencing on the date of expiration of the tender offer or
exchange offer; or (y) in the event of (ii) above, within a 30-day period
commencing on the date of approval by the shareholders of the Agreement; or (z)
in the event of (iii) above, within a 30-day period commencing on the date upon
which the Company is provided a copy of Schedule 13D (filed pursuant to Section
13(d) of the Exchange Act and rules and regulations promulgated thereunder)
indicating that any person or group has become the holder of twenty-five percent
(25%) or more of the outstanding shares of Common Stock or, if the Company is
not subject to Section 13(d) of the Exchange Act, within a 30-day period
commencing on the date upon which the Company receives written notice that any
person or group has become the holder of twenty-five percent (25%) or more of
the outstanding shares of Common Stock.
7. CHANGES IN CAPITALIZATION; MERGER; LIQUIDATION. The number of
shares of Common Stock as to which Options may be granted, the number of shares
covered by each outstanding Option, and the price per share of each outstanding
Option, shall be proportionately adjusted for any increase or decrease in the
number of outstanding shares of Common Stock resulting from a subdivision or
combination of shares, the payment of a stock dividend, or other combination or
reclassification of the Common Stock effected without receipt of consideration
by the Company. If the Company shall be the surviving entity in any merger or
consolidation, recapitalization, reclassification of shares or similar
reorganization, the holder of each outstanding Option shall be entitled to
purchase upon any exercise of an Option, at the same times and upon the same
terms and conditions as are then provided in the Option, the number and class of
shares of Common
3
<PAGE>
Stock or other securities to which a holder of the same number of shares of
Common Stock at the time of such transaction would have been entitled to receive
as a result of such transaction. Any such adjustment may provide for the
elimination of any fractional shares which might otherwise become subject to any
Option without payment therefor. Comparable rights shall accrue to each holder
in the event of successive mergers or consolidations. In the event of any such
changes in capitalization of the Company, the Committee or the Board of
Directors may make such additional adjustments in the number and class of shares
of Common Stock or other securities with respect to which outstanding Options
are exercisable and with respect to which future Options may be granted as the
Committee in its sole discretion shall deem equitable or appropriate, subject to
the provisions of section 10. In the event of a dissolution or liquidation of
the Company or a merger or consolidation in which the Company is not the
surviving corporation or in which the Company survives only as a subsidiary of
another corporation, provision shall be made for each outstanding Option to
become exercisable prior to such dissolution, liquidation, merger or
consolidation, except to the extent that another corporation or other legal
entity assumes such Option or substitutes another option therefor in a
transaction to which Section 424(a) of the Code applies. In the event of a
change of the Company's shares of Common Stock into the same number of shares
with a different par value or without par value, the shares resulting from any
such change shall be deemed to be Common Stock within the meaning of the Plan.
Except as expressly provided in this section 7, the holder of an
Option shall have no rights by reason of any subdivision or combination of
shares of Common Stock of any class or the payment of any stock dividend or any
other increase or decrease in the number of shares of Common Stock of any class
or by reason of any dissolution, liquidation, merger, consolidation or
distribution to the Company's shareholders of assets or stock of another
corporation, and any issuance by the Company of shares of Common Stock of any
class, or securities convertible into shares of Common Stock of any class, shall
not affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to the Option. The
existence of the Plan and the Options granted pursuant to the Plan shall not
affect in any way the right or power of the Company to make or authorize any
adjustment, reclassification, reorganization or other change in its capital or
business structure, any merger or consolidation of the Company, any issue of
debt or equity securities having preferences or priorities as to the Common
Stock or the rights thereof, the dissolution or liquidation of the Company, any
sale or transfer of all or any part of its business or assets, or any other
corporate act or proceeding.
8. RESTRICTION ON ISSUANCE OF SHARES. The Company shall not be
obligated to sell or issue any shares of Common Stock pursuant to any Option
agreement if such issuance would result in the violation of any laws, including
the Securities Act of 1933, as amended (the "1933 Act") or any rules and
regulations promulgated by the Office of Thrift Supervision ("OTS") or Federal
Deposit Insurance Corporation ("FDIC") or any successor agency of the OTS or
FDIC.
9. PURCHASE FOR INVESTMENT; OTHER REPRESENTATIONS OF HOLDER. In
the event that the offering of shares with respect to which an Option is being
exercised is not registered under the 1933 Act, but an exemption is available
which requires an investment representation or other representation, each holder
electing to purchase such shares will be required to represent that such shares
are being acquired for investment and not with a view to the sale or
distribution thereof, and to make such other representations as are deemed
necessary by counsel to the Company.
10. TERMINATION AND AMENDMENT OF THE PLAN. The Plan shall
terminate on the date ten years after adoption of the Plan by the Board of
Directors and no Option shall be granted under the Plan after that date, but
Options granted before termination of the Plan shall remain exercisable
thereafter until they expire or lapse according to their terms. The Plan may be
terminated, modified or amended by the shareholders or the Board of Directors of
the Company; provided, however, that:
4
<PAGE>
(a) no such termination, modification or amendment without the
consent of the holder of an Option shall adversely affect his or her rights
under such Option; and
(b) any modification or amendment that would (i) increase the
aggregate number of shares of Common Stock that may be issued under the Plan
(other than an increase merely reflecting a change in capitalization such as a
stock dividend or stock split), (ii) modify the designation of employees
eligible to receive Options under the Plan, or (3) materially increase the
benefits accruing to holders of Options granted or to be granted under the Plan,
within the meaning of Rule 16b-3 issued by the Securities and Exchange
Commission under the Act, as amended, shall be effective only if it is approved
by the shareholders of the Company at the next annual meeting of shareholders
after the date of adoption by the Board of Directors of such modification or
amendment.
11. MISCELLANEOUS.
(a) CONSTRUCTION. All Incentive Stock Options to be granted
hereunder are intended to comply with Sections 422 and 424 of the Code, and all
provisions of this Plan and all Incentive Stock Options granted hereunder shall
be construed in such manner as to effect that intent. This Plan and all Common
Stock acquired by the exercise of Options granted pursuant to this Plan are
intended to comply with all applicable provisions of SEC Rule 16b-3 or any
successor provision under the Exchange Act, and this Plan shall be construed in
such manner as to effect that intent insofar as holders subject to Section 16 of
the Exchange Act are concerned. In administering this Plan, the Committee may
adopt such requirements as it deems appropriate to comply with Sections 422 and
424 of the Code or SEC Rule 16b-3, and the Board of Directors may amend this
Plan to the extent necessary to comply with such provisions, subject to section
10 of this Plan.
(b) NO RIGHT TO EMPLOYMENT. No person shall have any claim or
right to be granted an Option, and the grant of an Option shall not be construed
as giving any person the right to continued employment. Nothing contained in
the Plan or in any Option granted under the Plan shall confer upon any option
holder any right with respect to the continuation of his or her employment by
the Company or a subsidiary corporation or interfere in any way with the right
of the Company or a subsidiary corporation, subject to the terms of any separate
employment agreement to the contrary, at any time to terminate such employment
or to increase or decrease the compensation of the holder from the rate in
existence at the time of the grant of an Option.
(c) WITHHOLDING. Whenever the Company proposes or is required to
issue or transfer shares of Common Stock under this Plan, the Company shall have
the right to require the recipient to remit to the Company an amount sufficient
to satisfy any federal, state and local withholding tax requirements prior to
the delivery of any certificate or certificates for such shares.
(d) NO FRACTIONAL SHARES. No fractional shares of Common Stock
shall be issued under the Plan, and cash shall be paid in lieu of any fractional
shares in settlement of Options granted under the Plan.
(e) GOVERNING LAW. The provisions of the Plan shall be governed by
and interpreted in accordance with the laws of the State of South Carolina.
5
