<PAGE> 1
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
BANK OF GRANITE CORPORATION
(Exact name of registrant, as specified in its charter)
DELAWARE 56-1550545
(State or other jurisdiction of (I.R.S. Employer)
incorporation or organization) Identification No.)
Post Office Box 128
23 North Main Street
Granite Falls, North Carolina 28630
(Address of principal executive officer)
-------------
BANK OF GRANITE CORPORATION
1997 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
-------------
JOHN A. FORLINES, JR.
Chairman and Chief Executive Officer
Bank of Granite Corporation
Post Office Box 128
23 North Main Street
Granite Falls, North Carolina 28630
(Name and address of agent for service)
(704) 496-2000
(Telephone number, including area code, of agent for service)
-------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Title of securities Amount to be Proposed Proposed Amount of
to be registered registered maximum maximum registration fee
offering price per aggregate offering
unit price
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 100,000 $28.875(1) $2,887,500(1) $875
==================================================================================================================================
</TABLE>
(1) In accordance with Rule 457(h)(1) of Regulation C, the price for the shares
is computed on the basis of the average high and low prices for Common
Shares on June 9, 1997 as reported on the Nasdaq SmallCap Market.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Omitted pursuant to the instructions and provisions of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Omitted pursuant to the instructions and provisions of Form S-8.
PART II INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission by Bank of Granite Corporation (the "Company") are incorporated by
reference into this registration statement:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
document referred to in paragraph (a) above; and
(c) The description of the Common Stock, par value $1.00 per
share ("Common Stock"), of the Company set forth in the Company's
registration statements filed pursuant to Section 12 of the Securities
Exchange Act of 1934 (the "Exchange Act") and any amendment or report
filed for the purpose of updating such descriptions.
All documents subsequently filed by the Company and pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all of such securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no cause to believe his conduct was unlawful.
Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under similar standards to those set forth above, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the court in which such action or suit was brought shall determine
that despite the adjudication of liability, but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.
Section 145 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections 145(a) and (b) thereof or
in the defense of any claim, issue, or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith; that indemnification provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled; and that the corporation may purchase and maintain insurance on
behalf of a director, officer, employee or agent of the corporation, or a person
who is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him or incurred by him
in any such capacity or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145. In addition, Section 145(e) provides that expenses (including
attorneys' fees) incurred by an officer or director in defending any action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized by Section 145. Moreover, Section 145(j) provides that
the indemnification provided by, or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders may eliminate
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<PAGE> 4
or limit personal liability of its directors or governing body for monetary
damages for breach of a director's fiduciary duty. However, no such provision
may eliminate or limit the liability of a director for breaching his duty of
loyalty, failing to act in good faith, engaging in intentional misconduct or
knowingly violating a law, paying a dividend or approving a stock purchase or
redemption which was illegal, or obtaining an improper personal benefit. A
provision of this type has no effect on the availability of equitable remedies,
such as injunction or rescission, for breach of fiduciary duty.
The Company's Restated Certificate of Incorporation, as amended (the
"Charter"), provides that to the fullest extent permitted by the General
Corporation Law of Delaware, a director of the Company shall not be liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director and that any repeal or modification of such provision shall
have only prospective effect and shall not adversely affect any limitation on
the personal liability of a director of the Company existing at the time of such
repeal or modification. The Charter also provides for advancement of expenses to
directors to defend lawsuits brought against them as directors of the Company,
with no obligations for any director to repay such expenses to the Company
unless it is ultimately determined that such director is not entitled to
indemnification by the Company for the actions subject to the lawsuit.
The Company's Bylaws provide that any person and his or her heirs,
executors, or administrators, may be indemnified or reimbursed by the Company
for reasonable expenses actually incurred in connection with any threatened,
pending or completed action, suit or proceeding, civil, administrative,
investigative or criminal, to which any of them shall have been made a party by
reason of a person being or having been a director, officer, or employee of the
Company or of any firm, corporation, or organization which that person served in
any such capacity at the request of the Company; provided, that such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interest of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful and, provided further, that no such person shall be so
indemnified or reimbursed in relation to any matter in such action, suit, or
proceeding which has been made the subject of a compromise settlement except
with the approval of a court of competent jurisdiction, or the holders of record
of a majority of the outstanding shares of the Company, or the Board of
Directors, acting by vote of directors not parties to the same or substantially
the same action, suit, or proceeding, constituting a majority of the whole
number of directors. The Bylaws also state that the foregoing right of
indemnification or reimbursement is not exclusive of other rights to which the
indemnified party and his or her heirs, executors, or administrators may be
entitled as a matter of law.
In addition, the Bylaws provide that the Company may, upon the
affirmative vote of a majority of its Board of Directors, purchase insurance for
the purpose of indemnifying its directors, officers, and other employees to the
extent that such indemnification is allowed pursuant to the Bylaws. Such
insurance may, but need not, be for the benefit of all directors, officers, or
employees. The Company has purchased directors' and officers' liability
insurance providing coverage in the amount of $5,000,000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
-3-
<PAGE> 5
ITEM 8. EXHIBITS.
Exhibit Number Description
- -------------- -----------
4.1 Bank of Granite Corporation 1997 Incentive Stock Option Plan
4.2 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit C of Pre-Effective
Amendment No. 1 to Registration Statement on Form S-4
(Registration Statement No. 33-11876) of the Company filed on
February 23, 1987.)
4.3 Amendment to Restated Certificate of Incorporation of the
Company (filed with Secretary of State of Delaware on April
27, 1990).
4.4 Amendment to Restated Certificate of Incorporation of the
Company (filed with Secretary of State of Delaware on April
13, 1992).
4.5 Amendment to Restated Certificate of Incorporation of the
Company (filed with Secretary of State of Delaware on May 16,
1996).
4.6 Bylaws of the Company (incorporated by reference to Exhibit D
of Pre-Effective Amendment No. 1 to Registration Statement
S-4 (Registration Statement No. 33-11876) of the Company filed
on February 23, 1987.
5 Opinion of Robinson, Bradshaw & Hinson, P.A. with respect to
the validity of the shares being offered
23.1 Consent of Robinson, Bradshaw & Hinson, P.A. (contained in
Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes as follows:
(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; and (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; provided, however,
the above subparagraphs (i) and (ii) shall not apply if the information required
to be included in a post-effective amendment by these subparagraphs is contained
in periodic reports filed with or furnished to the Securities and Exchange
Commission by the Company pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference into the registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment to this 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;
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<PAGE> 6
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering;
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or 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 this 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; and
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in such
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 of 1933 and will be
governed by the final adjudication of such issue.
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<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Granite Falls, State of North Carolina, on this 13th
day of June, 1997.
BANK OF GRANITE CORPORATION
By: /s/ JOHN A. FORLINES, JR.*
-------------------------------------
John A. Forlines, Jr.
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
JOHN A. FORLINES, JR.* Chairman and Chief June 13, 1997
- ----------------------------- Executive Officer
John A. Forlines, Jr.
CHARLES M. SNIPES* President and Director June 13, 1997
- -----------------------------
Charles M. Snipes
/s/ Randall C. Hall Chief Financial Officer June 13, 1997
- ----------------------------- (Principal Financial and
Randall C. Hall Accounting Officer)
JOHN N. BRAY* Director June 13, 1997
- -----------------------------
John N. Bray
ROBERT E. CLINE* Director June 13, 1997
- -----------------------------
Robert E. Cline
BARBARA F. FREIMAN* Director June 13, 1997
- -----------------------------
Barbara F. Freiman
HUGH R. GAITHER* Director June 13, 1997
- -----------------------------
Hugh R. Gaither
BOYD C. WILSON* Director June 13, 1997
- -----------------------------
Boyd C. Wilson
*By: /s/ Randall C. Hall
-----------------------------------
(Randall C. Hall, Attorney-in-Fact)
<PAGE> 8
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
4.1 Bank of Granite Corporation 1997 Incentive Stock Option Plan
4.2 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit C of Pre-Effective
Amendment No. 1 to Registration Statement on Form S-4
(Registration Statement No. 33-11876) of the Company filed on
February 23, 1987.)
4.3 Amendment to Restated Certificate of Incorporation of the
Company (filed with Secretary of State of Delaware on April
27, 1990).
4.4 Amendment to Restated Certificate of Incorporation of the
Company (filed with Secretary of State of Delaware on April
13, 1992).
4.5 Amendment to Restated Certificate of Incorporation of the
Company (filed with Secretary of State of Delaware on May 16,
1996).
4.6 Bylaws of the Company (incorporated by reference to Exhibit D
of Pre-Effective Amendment No. 1 to Registration Statement
S-4 (Registration Statement No. 33-11876) of the Company filed
on February 23, 1987.
5 Opinion of Robinson, Bradshaw & Hinson, P.A. with respect to
the validity of the shares being offered
23.1 Consent of Robinson, Bradshaw & Hinson, P.A. (contained in
Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney
<PAGE> 1
EXHIBIT 4.1
BANK OF GRANITE CORPORATION
1997 INCENTIVE STOCK OPTION PLAN
ARTICLE 1 - PURPOSE AND TERM OF PLAN
1.1 PURPOSE. The purposes of the Plan are to aid Bank of Granite
Corporation ("Granite") and its subsidiaries (Granite and its subsidiaries being
referred to as the "Company") in attracting and retaining Key Employees and
motivating such Key Employees to put forth maximum efforts toward the continued
growth, profitability and success of the Company by providing incentives to such
Key Employees through the ownership of options to purchase Common Stock of
Granite. Toward this objective, the Committee (as defined in Section 2.8 hereof)
may grant incentive stock options to Key Employees of the Company on the terms
and subject to the conditions set forth in the Plan.
1.2 TERM. The Plan shall become effective as of January 13, 1997,
subject to its approval by Granite's shareholders at the 1997 Annual Meeting of
shareholders. No options granted hereunder shall be exercisable or payable
before approval of the Plan has been obtained from Granite's shareholders.
Options shall not be granted pursuant to the Plan after January 13, 2007.
ARTICLE 2 - DEFINITIONS
2.1 BOARD. "Board" means the Board of Directors of Granite.
2.2 CAUSE. "Cause" means (a) the willful and continued failure by a Key
Employee to substantially perform his or her duties with his or her employer
after written warnings identifying the lack of substantial performance are
delivered to the Key Employee by his or her employer to specifically identify
the manner in which the employer believes that the Key Employee has not
substantially performed his or her duties, or (b) the willful engaging by an
Employee in illegal or dishonest conduct which is materially and demonstrably
injurious to Granite or a Subsidiary.
2.3 CEO. "CEO" means the Chief Executive Officer of Granite.
2.4 CHANGE IN CONTROL. "Change in Control" means any of the following:
2.4.1 A tender offer or exchange offer is made whereby the effect of
such offer would be to take over and control the affairs of Granite and
such offer is consummated for the
<PAGE> 2
ownership of securities of Granite representing 50% or more of
the combined voting power of Granite's then-outstanding voting
securities;
2.4.2 Granite is merged or consolidated with another corporation and,
as a result of such merger or consolidation, outstanding securities
representing less than 50% of the voting power of the surviving or
resulting corporation shall then be owned in the aggregate by the
former shareholders of Granite other than affiliates (within the
meaning of the Exchange Act) of any party to such merger or
consolidation;
2.4.3 Granite transfers all or substantially all of its assets to
another corporation or entity that is not a wholly owned Subsidiary of
Granite;
2.4.4 Any "person" (as such term is used in Sections 3(a)(9) and
13(d)(3) of the Exchange Act) is or becomes the beneficial owner,
directly or indirectly, of securities of Granite representing 50% or
more of the combined voting power of Granite's then-outstanding
securities; or
2.4.5 As the result of a tender offer, merger, consolidation, sale of
assets, contested election, or any combination of such transactions,
the persons who were members of the Board immediately before the
transaction cease to constitute at least a majority thereof.
2.5 CHANGE IN CONTROL PRICE. "Change In Control Price" means the
highest closing price per share paid for the purchase of Common Stock during the
ninety (90) day period ending on the date the Change In Control occurs on the
primary securities exchange on which the Common Stock is then traded, or the
merger or tender price if higher.
2.6 CHANGE IN OWNERSHIP. "Change In Ownership" means a Change In
Control which results directly or indirectly in the Common Stock ceasing to be
actively traded on the primary securities exchange or quotation system on which
the Common Stock was traded immediately before such Change in Control.
2.7 CODE. "Code" means the Internal Revenue Code of 1986, as amended
from time to time, including regulations thereunder and successor provisions and
regulations thereto.
2.8 COMMITTEE. "Committee" means the Compensation Committee of the
Board, or such other Board committee as may be designed by the Board to
administer the Plan; provided that the Committee shall consist of two or more
directors, each of whom is both a "non-employee director" within the meaning of
Rule 16b-3 under the Exchange Act and an "outside director" within the meaning
of the
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<PAGE> 3
definition of such term as contained in Treasury Regulation Section
1.162-27(e)(3), or any successor definition adopted.
2.9 COMMON STOCK. "Common Stock" means Common Stock, $1.00 par value
per share, of Granite which may be newly issued shares, shares issued and
outstanding, treasury stock or shares owned by a Subsidiary.
2.10 COMPANY. "Company" means Granite and its Subsidiaries.
2.11 COVERED EMPLOYEE. "Covered Employee" means an Employee who is a
"Covered Employee" within the meaning of Section 162(m) of the Code.
2.12 DISABILITY. "Disability" means a disability under the terms of any
long-term disability plan maintained by the Company.
2.13 EFFECTIVE DATE. "Effective Date" means the date an Option Award is
determined to be effective by the Committee upon its grant of such Option Award.
2.14 EMPLOYEE. "Employee" means an employee of Granite or its
Subsidiaries.
2.15 EXCHANGE ACT. "Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time, including rules thereunder and successor
provisions and rules thereto.
2.16 GRANITE. "Granite" means Bank of Granite Corporation.
2.17 KEY EMPLOYEE. "Key Employee" means an Employee who holds a
position of responsibility in a managerial, administrative, or professional
capacity.
2.18 NASDAQ. "NASDAQ" means the National Association of Dealers
Automated Quotation System.
2.19 OPTION AWARD. "Option Award" means incentive stock options granted
under the Plan to a Participant by the Committee pursuant to such terms,
conditions, restrictions and/or limitations, if any, as the Committee may
establish by the Option Notice or otherwise.
2.20 OPTION NOTICE. "Option Notice" means a written notice from the
Company to a Participant that establishes the terms, conditions, restrictions
and/or limitations applicable to an Option Award in addition to those
established by this Plan and by the Committee's exercise of its administrative
powers.
2.21 PARTICIPANT. "Participant" means any Key Employee to whom an
Option Award has been granted by the Committee under the Plan.
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<PAGE> 4
2.22 PLAN. "Plan" means the Bank of Granite Corporation 1997 Stock
Option Plan.
2.23 RETIREMENT. "Retirement" means, for all Plan purposes other than
Article 10, a termination of employment from the Company on or after attainment
of age 55 or after 30 years of service with the Company which constitutes a
retirement under any defined benefit pension plan maintained by the Company
which is either a tax-qualified plan under Section 401(a) of the Code or is
identified in writing by the Committee as a defined benefit pension plan. For
purposes of Article 10, "Retirement" means retirement under any defined benefit
pension plan maintained by the Company which is either a tax-qualified plan
under Section 401(a) of the Code or is identified in writing by the Committee as
a defined benefit pension plan.
2.24 SUBSIDIARY. "Subsidiary" means a corporation or other business
entity in which Granite directly or indirectly has an ownership interest of 80
percent or more.
ARTICLE 3 - ELIGIBILITY AND PLAN ADMINISTRATION
3.1 IN GENERAL. Only Key Employees are eligible to participate in the
Plan. The Committee shall select, from time to time, Key Employees who, in the
opinion of the Committee, can further the Plan's purposes. Once a Key Employee
is so selected, the Committee shall determine the Option Awards to be made to
the Participant and shall establish in the related Option Notice the terms,
conditions, restrictions and/or limitations, if any, applicable to the Option
Awards in addition to those set forth in this Plan and the administrative rules
and regulations issued by the Committee.
3.2 RESPONSIBILITY. The Committee shall have total and exclusive
responsibility to control, operate, manage and administer the Plan in accordance
with its terms.
3.3 AUTHORITY OF THE COMMITTEE. The Committee shall have all the
authority that may be necessary or helpful to enable it to discharge its
responsibilities with respect to the Plan. Without limiting the generality of
the preceding sentence, the Committee shall have the exclusive right to: (a)
interpret the Plan; (b) determine eligibility for the participation in the Plan;
(c) decide all questions concerning the amount of Option Awards payable under
the Plan; (d) construe any ambiguous provision of the Plan; (e) correct any
default; (f) supply any omission; (g) reconcile any inconsistency; (h) issue
administrative guidelines as an aid to administer the Plan and make changes in
such guidelines as it from time to time deems proper; (i) make regulations for
carrying out the Plan and make changes in such regulations as it from time to
time deems proper; (j) to the extent permitted under the Plan,
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<PAGE> 5
grant waivers of Plan terms, conditions, restrictions and limitations; (k)
accelerate the vesting, exercise, or payment of an Option Award when such action
or actions would be in the best interest of the Company; (l) subject to Section
6.2, grant Option Awards in replacement of Option Awards previously granted
under this Plan; and (m) take any and all other action it deems necessary or
advisable for the proper operation or administration of the Plan.
3.4 DISCRETIONARY AUTHORITY. The Committee shall have full
discretionary authority in all matters related to the discharge of its
responsibilities and the exercise of its authority under the Plan including,
without limitation, its construction of the terms of the Plan and its
determination of eligibility for participation in Option Awards under the Plan.
It is the intent of the Plan that the decisions of the Committee and its action
with respect to the Plan shall be final, binding and conclusive upon all persons
having or claiming to have any right or interest in or under the Plan.
3.5 SECTION 162(m) OF THE CODE. With regard to all Covered Employees,
the Plan shall, for all purposes, be interpreted and construed in accordance
with Section 162(m) of the Code.
3.6 ACTION BY THE COMMITTEE. The Committee may act only by a majority
of its members. Any determination of the Committee may be made, without a
meeting, by a writing or writings signed by all of the members of the Committee.
In addition, the Committee may authorize only one or more of its number to
execute and deliver documents on behalf of the Committee.
3.7 DELEGATION OF AUTHORITY. The Committee may delegate some or all of
its authority under the Plan to any person or persons provided that any such
delegation be in writing; provided, however, that only the Committee may select
and grant Option Awards to Participants who are subject to Section 16 of the
Exchange Act or are Covered Employees.
ARTICLE 4 - FORMS OF OPTION AWARDS
4.1 IN GENERAL. All Option Awards shall be subject to the terms,
conditions, restrictions and limitations of the Plan. The Committee may, in its
sole judgment, subject an Option Award to such other terms, conditions,
restrictions and/or limitations (including, but not limited to, the time and
conditions of exercise and restrictions on transferability and vesting),
provided they are not inconsistent with the terms of the Plan. Option Awards
under the Plan need not be uniform. Any combination of Option Awards may be
granted at one time and on more than one occasion to the same Employee.
-5-
<PAGE> 6
ARTICLE 5 - SHARES SUBJECT TO PLAN
5.1 AVAILABLE SHARES. The maximum number of shares of Common Stock
available for grant of Option Awards under the Plan during its term is 100,000.
(Such amount shall be subject to adjustment as provided in Section 5.2.) Any
shares of Common Stock related to Option Awards which, without the issuance of
such shares, are settled in cash in lieu of Common Stock, shall not be available
again for grant under the Plan. Any shares of Common Stock related to Option
Awards which terminate by expiration, forfeiture or cancellation shall be
available again for grant under the Plan.
5.2 ADJUSTMENT TO SHARES.
(a) In General. The provisions of this Subsection 5.2(a) are subject to
the limitation contained in Subsection 5.2(b). If there is any change in the
number of outstanding shares of Common Stock through the declaration of stock
dividends, stock splits or the like, the number of shares available for Option
Awards, the shares subject to any Option Award and the option prices or exercise
prices of Option Awards shall be automatically adjusted. If there is any change
in the number of outstanding shares of Common Stock through any change in the
capital account of Granite, or through a merger, consolidation, separation
(including a spin-off or other distribution of stock or property),
reorganization (whether or not such reorganization comes within the meaning of
such term in Section 368(a) of the Code) or partial or complete liquidation, the
Committee shall make appropriate adjustments in the maximum number of shares of
Common Stock which may be issued under the Plan and to any Participant and any
adjustments and/or modifications to outstanding Option Awards as it, in its sole
discretion, deems appropriate. In event of any other change in the capital
structure or in the Common Stock, the Committee shall also be authorized to make
such appropriate adjustments in the maximum number of shares of Common Stock
available for issuance under the Plan and to any Participant and any adjustments
and/or modifications to outstanding Option Awards as it, in its sole discretion,
deems appropriate. The maximum number of shares available for issuance under the
Plan shall be automatically adjusted to the extent necessary to reflect any
dividend equivalents paid in the form of Common Stock; and
(b) Covered Employees. In no event shall the Option Award of any
Participant who is a Covered Employee be adjusted pursuant to Subsection 5.2(a)
to the extent it would cause such Option Award to fail to qualify as
"Performance-Based Compensation" under Section 162(m) of the Code.
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<PAGE> 7
ARTICLE 6 - STOCK OPTIONS
6.1 IN GENERAL. Option Awards are granted to Employees in the form of
stock options which shall be incentive stock options within the meaning of
Section 422 of the Code. All Option Awards under the Plan issued to Covered
Employees shall qualify as "Performance-Based Compensation" under Section 162(m)
of the Code.
6.2 TERMS AND CONDITIONS OF STOCK OPTIONS. An option shall be
exercisable in whole or in such installments and at such times as may be
determined by the Committee. The price at which Common Stock may be purchased
upon exercise of a stock option shall be not less than 100% of the fair-market
value of the Common Stock, as determined by the Committee, on the Effective Date
of the option's grant. Moreover, all options shall expire not later than 10
years from the Effective Date of the option's grant. Stock options shall not be
repriced, i.e., there shall be no grant of a stock option(s) to a Participant in
exchange for a Participant's agreement to cancellation of a higher-priced stock
option that was previously granted to such Participant. Stock Option Awards
shall comply with Section 422 of the Code. Accordingly, the aggregate
fair-market value (determined at the time the option was granted) of the Common
Stock with respect to which incentive stock options are exercisable for the
first time by a Participant during any calendar year (under this Plan or any
other plan of the Company) shall not exceed $100,000 (or such other limit as may
be required by the Code).
6.3 ADDITIONAL TERMS AND CONDITIONS. The Committee may, by way of the
Option Notice or otherwise, establish such other terms, conditions, restrictions
and/or limitations, if any, for any Option Award, provided they are not
inconsistent with the Plan.
6.4 EXERCISE. Upon exercise, the option price of a stock option granted
hereunder must be paid in cash. Subject to Section 10.8, stock options awarded
under the Plan may be exercised by way of the Company's broker-assisted exercise
program, provided such program is available at the time of the option's
exercise.
6.5 MAXIMUM OPTION AWARD PAYABLE. Notwithstanding any provision
contained in the Plan to the contrary, the maximum number of shares for which
stock options may be granted under the Plan to any one Participant during any
calendar year is 5,000 shares of Common Stock.
ARTICLE 7 - PAYMENT OF OPTION AWARDS
7.1 TERMINATION OF EMPLOYMENT. Options granted under the Plan that
remain outstanding on the date of a Participant's termination of employment with
the Company shall cease to be exercisable and shall terminate and be forfeited
on the date of
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<PAGE> 8
such Participant's termination, except as otherwise provided in this Section 7.1
and Articles 8 and 9. To the extent permitted under Rule 16b-3, on the date of a
Participant's termination of employment with the Company because of death or
Disability, all of such Participant's unexercised stock options granted under
this Plan shall remain exercisable, to the extent such options were exercisable
at the time of termination, for an additional period of one year after the date
of such Participant's termination (but in no event beyond the original
expiration date of such options). If a Participant's employment with the Company
terminates for any other reason, other than for Cause, all of such Participant's
unexercised stock options granted under this Plan shall remain exercisable for a
period of 90 days after the Participant's termination (but not beyond the
original expiration date of such options) to the same extent as they were
exercisable on the date of Participant's termination. If the Participant's
employment is terminated for Cause, the option held by such Participant shall
cease to be exercisable, shall terminate and be forfeited on the date of
Participant's termination of employment.
7.2 NONCOMPETITION. Unless the Option Notice specifies otherwise, a
Participant shall forfeit all unexercised Option Awards, including, but not by
way of limitation, Option Awards earned but not yet paid, all unpaid dividends
and dividend equivalents and all interest, if any, accrued on the foregoing if,
(i) in the opinion of the Committee, the Participant, without the prior written
consent of Granite, engages directly or indirectly in any manner or capacity as
principal, agent, partner, officer, director, stockholder, employee, or
otherwise, in any business or activity competitive with the business conducted
by Granite or any Subsidiary; (ii) at any time divulges to any person or any
entity other than the Company any trade secrets, methods, processes or the
proprietary or confidential information of the Company; or (iii) the Participant
performs any act or engages in any activity which in the opinion of the CEO is
inimical to the best interests of the Company. For purposes of this Section 7.2,
a Participant shall not be deemed a stockholder if the Participant's record and
beneficial ownership amount to not more than 5% of the outstanding capital stock
of any company subject to the periodic and other reporting requirements of the
Exchange Act.
ARTICLE 8 - CHANGE IN OWNERSHIP
8.1 BACKGROUND. Notwithstanding any provision contained in the Plan,
including, but not limited to, Section 3.3, the provisions of this Article 8
shall control over any contrary provision. Upon a Change In Ownership: (i) the
terms of this Article 8 shall immediately become operative, without further
action or consent by any person or entity; (ii) all terms, conditions,
restrictions and limitations in effect on any unexercised and/or deferred Option
Award, or any other outstanding
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<PAGE> 9
Option Award, shall immediately lapse as of the date of such event; (iii) no
other terms, conditions, restrictions and/or limitations shall be imposed upon
any Option Awards on or after such date, and in no circumstance shall an Option
Award be forfeited on or after such date; and (iv) all unexercised Option Awards
or any other outstanding Option Awards shall automatically become one hundred
percent (100%) vested immediately.
8.2 VALUATION OF OPTION AWARDS. Upon a Change In Ownership, all
outstanding stock options (including incentive stock options) shall be valued
and cashed out on the basis of the Change In Control Price.
8.3 PAYMENT OF OPTION AWARDS. Upon a Change In Ownership, any
Participant, whether or not he or she is still employed by the Company, shall be
paid, in a single lump sum cash payment, as soon as practicable but in no event
later than 90 days after the Change In Ownership, the aggregate value (using the
Change In Control Price) of all of his or her stock options (including incentive
stock options) awarded under this Plan; provided that any options having an
exercise price greater than or equal to the Change in Control Price shall have a
value of zero, shall be cancelled, and the owner thereof shall not be entitled
to any payment.
8.4 MISCELLANEOUS. Upon a Change In Ownership, (i) the provisions of
Sections 7.1, 7.2 and 10.2 hereof shall become null and void and of no further
force and effect; and (ii) no action, including, but not by way of limitation,
the amendment, suspension, or termination of the Plan, shall be taken which
would affect the rights of any Participant or the operation of the Plan with
respect to any Option Award to which the Participant may have become entitled
hereunder on or prior to the date of such action or as a result of such Change
In Ownership.
ARTICLE 9 - CHANGE IN CONTROL
9.1 BACKGROUND. Notwithstanding any provision contained in the Plan,
including, but not limited to, Section 3.3, the provisions of this Article 9
shall control over any contrary provision. All Participants shall be eligible
for the treatment afforded by this Article 9 if their employment terminates
within two years following a Change in Control, unless the termination is (i)
because of death, (ii) because of Disability, (iii) for Cause, or (iv) because
of Retirement.
9.2 VESTING AND LAPSE OF RESTRICTIONS. If a Participant is eligible for
treatment under this Article 9, (i) all of the terms, conditions, restrictions
and limitations in effect on any of his or her unexercised and/or deferred
Option Awards shall immediately lapse as of the date of his or her termination
of employment, (ii) no other terms, conditions, restrictions and/or limitations
shall
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<PAGE> 10
be imposed upon any of his or her Option Awards on or after such date, and in no
event shall any of his or her Option Awards be forfeited on or after such date;
and (iii) all of his or her unexercised Option Awards shall automatically become
one hundred percent (100%) vested immediately upon his or her termination of
employment.
9.3 VALUATION OF OPTION AWARDS. If a Participant is eligible for
treatment under this Article 9, his or her Option Award shall be valued and
cashed out in accordance with the provisions of Section 8.2.
9.4 PAYMENT OF OPTION AWARDS. If a Participant is eligible for
treatment under this Article 9, he or she shall be paid, in a single lump sum
cash payment, as soon as practicable but in no event later than 90 days after
the date of his or her termination of employment, the aggregate value (using the
Change in Control Price) of all of his or her stock options (including incentive
stock options) granted under the Plan; provided that any options having an
exercise price greater than or equal to the Change in Control Price shall have a
value of zero, shall be cancelled, and the owner thereof shall not be entitled
to any payment.
9.5 MISCELLANEOUS. Upon a Change In Control, (i) the provisions of
Sections 7.1, 7.2 and 10.2 hereof shall become null and void and of no force and
effect insofar as they apply to a Participant who has been terminated under the
conditions described in Section 9.1 above, and (ii) no action, including, but
not by way of limitation, the amendment, suspension or termination of the Plan,
shall be taken which would affect the rights of any Participant or the operation
of the Plan with respect to any Option Award to which the Participant may have
become entitled hereunder on or prior to the date of the Change In Control or to
which he or she may become entitled as a result of such Change In Control.
9.6 LEGAL FEES. Granite shall pay all legal fees and related expenses
incurred by a Participant in seeking to obtain or enforce any payment, benefit
or right he or she may be entitled to under the Plan after a Change In Control;
provided, however, the Participant shall be required to repay any such amounts
to Granite to the extent a court of competent jurisdiction issues a final and
non-appealable order setting forth the determination that the position taken by
the Participant was frivolous or advanced in bad faith.
ARTICLE 10 - MISCELLANEOUS
10.1 NONASSIGNABILITY. No Option Awards shall be subject in any manner
to alienation, anticipation, sale, transfer (except by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order as
defined by the Code),
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<PAGE> 11
assignment, pledge, or encumbrance. During the lifetime of an optionee, options
granted pursuant to the Plan shall be exercisable only by the optionee
personally or the optionee's legal representative.
10.2 AMENDMENTS TO OPTION AWARDS. The Committee may at any time
unilaterally amend any unexercised Option Award, including, but not by way of
limitation, Option Awards earned but not yet paid, to the extent it deems
appropriate; provided, however, that any such amendment which, in the opinion of
the Committee, is adverse to the Participant shall require the Participant's
consent.
10.3 REGULATORY APPROVALS AND LISTINGS. Notwithstanding anything
contained in this Plan to the contrary, the Company shall have no obligation to
issue or deliver certificates of Common Stock evidencing Stock Option Awards or
any other Option Award resulting in the payment of Common Stock prior to (i) the
obtaining of any approval from any governmental agent which the Company shall,
in its sole discretion, determine to be necessary or advisable, (ii) the
admission of such shares to listing on the stock exchange on which the Common
Stock may be listed and (iii) the completion of any registration or other
qualification of said shares under any state or Federal law or ruling of any
governmental body which the Company shall, in its sole discretion, determine to
be necessary or advisable.
10.4 NO RIGHT TO CONTINUED EMPLOYMENT OR GRANTS. Participation in the
Plan shall not give any Employee any right to remain in the employ of Granite or
any Subsidiary. Granite, or, in the case of employment with a Subsidiary, the
Subsidiary, reserves the right to terminate any Employee at any time. Further,
the adoption of this Plan shall not be deemed to give any Employee or any other
individual any right to be selected as a Participant or to be granted an Option
Award.
10.5 AMENDMENT/TERMINATION. The Committee may suspend or terminate the
Plan at any time with or without prior notice. In addition, the Committee may,
from time to time and with or without prior notice, amend the Plan in any
manner, but may not without shareholder approval adopt any amendment which would
require the vote of the shareholders of Granite pursuant to Section 16 of the
Exchange Act or Section 162(m) of the Code, but only insofar as such amendment
affects Covered Employees.
10.6 GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the laws of the State of North Carolina, except as superseded by
applicable Federal Law.
10.7 NO RIGHT, TITLE, OR INTEREST IN COMPANY ASSETS. No Participant
shall have any rights as a shareholder as a result of participation in the Plan
until the date of issuance of a stock certificate in his or her name. To the
extent any person acquires
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<PAGE> 12
a right to receive payments from the Company under the Plan, such rights shall
be no greater than the rights of an unsecured creditor of the Company and the
Participant shall not have any rights in or against any specific assets of the
Company. All of the Option Awards granted under the Plan shall be unfunded.
10.8 SECTION 16 OF THE EXCHANGE ACT. In order to avoid any Exchange Act
violations, the Committee may, from time to time, impose additional restrictions
upon an Option Award.
10.9 NO GUARANTEE OF TAX CONSEQUENCES. No person connected with the
Plan in any capacity, including, but not limited to, Granite and its
Subsidiaries and their directors, officers, agents and employees makes any
representation, commitment, or guarantee that any tax treatment, including, but
not limited to, Federal, state and local income, estate and gift tax treatment,
will be applicable with respect to amounts deferred under the Plan, or paid to
or for the benefit of a Participant under the Plan, or that such tax treatment
will apply to or be available to a Participant on account of participation in
the Plan.
10.10 OTHER BENEFITS. No Option Award granted under the Plan shall be
considered compensation for purposes of computing benefits under any retirement
plan of the Company nor affect any benefits or compensation under any other
benefit or compensation plan of the Company now or subsequently in effect.
-12-
<PAGE> 1
EXHIBIT 4.3
CERTIFICATE OF AMENDMENT
TO THE RESTATED
CERTIFICATE OF INCORPORATION OF
BANK OF GRANITE CORPORATION
(Pursuant to Section 242)
BANK OF GRANITE CORPORATION, a corporation organized and existing under
and by virtue of the General Corporation law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Bank of Granite
Corporation, resolutions were duly adopted setting forth a proposed amendment
of the Certificate of Incorporation of said corporation, declaring said
amendment to be advisable to put before a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the Article thereof
numbered "4" so that, as amended said Article shall be
and read as follows:
"The maximum number of shares which the corporation shall
have the authority to issue is Ten Million (10,000,000) shares
of common stock, each of which shall have a par value of
Five and No/100ths Dollars ($5.00)."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said Bank of Granite Corporation has caused this
certificate to be signed by John A. Forlines, its Chairman, and Joe A. Jones,
it Secretary, this 26th day of March, 1990.
BY: /s/ John A. Forlines, Jr.
-----------------------------------
Chairman
ATTEST: /s/ Joe A. Jones
-------------------------------
Secretary
<PAGE> 1
EXHIBIT 4.4
CERTIFICATE OF AMENDMENT
TO
BANK OF GRANITE CORPORATION'S RESTATED
CERTIFICATE OF INCORPORATION
WHEREAS, Bank of Granite Corporation ("Corporation") was duly organized under
the laws of the state of Delaware on January 30, 1987 and is now a corporation
organized and existing under the laws of the state of Delaware; and
WHEREAS, various amendments have been made to the Corporation's original
Certificate of Incorporation since its organization as a Delaware corporation
on January 30, 1987; and
WHEREAS, the Corporation wishes to amend Article 4 of its Restated Certificate
of Incorporation to reflect a change in the Corporation's Common Stock par
value from $5.00 per share to $1.00 per share; and
WHEREAS, at a meeting of the Board of Directors of the Corporation on
February 10, 1992, Resolutions were duly adopted setting forth a proposed
Amendment of the Corporation's Restated Certificate of Incorporation, declaring
said Amendment to be advisable and calling for a meeting of the stockholders of
the Corporation for consideration thereof; and
WHEREAS, at the Corporation's 1992 Annual Meeting of Shareholders, held on
March 23, 1992, a Proposal changing the Corporation's Common Stock par value
from $5.00 per share to $1.00 per share was duly adopted by the necessary
number of shares as required by Delaware statute.
WITNESSETH
RESOLVED, that Article 4 of the Corporation's Restated Certificate of
Incorporation is deleted in its entirety and is replaced with the following:
<PAGE> 2
"4. The maximum number of shares which the Corporation
shall have the authority to issue is 10,000,000 shares
of Common Stock, each of which shall have a par value
of One Dollar ($1.00).
Shareholders shall not have preemptive rights."
IN WITNESS WHEREOF, Bank of Granite Corporation has caused this Certificate of
Amendment to be signed and attested by its duly authorized officers, this 23rd
day of March, 1992.
For and on behalf of Bank
of Granite Corporation
/s/ John A. Forlines, Jr.
--------------------------------------
John A. Forlines, Jr., Chairman
and Chief Executive Officer
Attest:
/s/ Joe A. Jones
--------------------------------------
Joe A. Jones, Secretary
<PAGE> 1
EXHIBIT 4.5
BANK OF GRANITE CORPORATION
P.O. BOX 128, GRANITE FALLS, N.C. 28630 - (704) 496-2000
CERTIFICATE OF AMENDMENT
Bank of Granite Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Bank of Granite
Corporation held on March 11, 1996 in Granite Falls, NC whereby resolutions
were duly adopted setting forth a proposed amendment of the Certificate of
Incorporation of said corporation, declaring said amendment to be advisable and
calling a meeting of the stockholders of said corporation for consideration
therefore. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the Articles thereof
numbered "4" so that, as amended, said Article shall be
and read as follows:
"The total number of shares which the Corporation shall
have the authority to issue is 15,000,000 shares of common
stock each which shall have a par value of One Dollar ($1.00).
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
meeting of the stockholders of said corporation was duly called and held, upon
notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required
by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, said Secretary has caused this certificate to be signed by
its authorized officer this 13th day of May, 1996.
BY: /s/ Randall C. Hall
---------------------------------
Randall C. Hall
Secretary
<PAGE> 1
EXHIBIT 5
[ROBINSON, BRADSHAW & HINSON, P.A. letterhead]
HENRY H. RALSTON
(704) 377-8355
June 13, 1997
Bank of Granite Corporation
P.O. Box 128
Granite Falls, North Carolina 28630
Re: Registration Statement on Form S-8 of Bank of Granite Corporation
Ladies and Gentlemen:
We have served as counsel to Bank of Granite Corporation, a Delaware
corporation (the "Company"), in connection with the preparation by the Company
of a registration statement on Form S-8 (the "Registration Statement") for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to the offer and sale of up to 100,000 shares of the
Company's common stock, $1.00 par value per share (the "Shares"), to be issued
pursuant to the Company's 1997 Incentive Stock Option Plan (the "Plan"), and the
related options granted thereunder.
We have examined the Plan, the Articles of Incorporation and the bylaws
of the Company (collectively, the "Charter and Bylaws"), and such other
corporate and other documents and records and certificates of public officials
as we have deemed necessary or appropriate for the purposes of this opinion.
We have assumed (i) the authority and genuineness of all signatures,
(ii) the legal capacity of all natural persons, (iii) the authenticity of all
documents submitted to us as originals, and (iv) the conformity to authentic
original documents of all documents submitted to us as certified, conformed or
photostatic copies.
Based upon the foregoing, and subject to the qualifications and
limitations set forth herein, we are of the opinion that the Shares, if and when
originally issued and sold by the Company pursuant to the terms of the Plan,
will be legally issued, fully paid and nonassessable and will represent validly
authorized and outstanding shares of common stock of the Company.
We have assumed that the Company and those officers and employees that
may receive options to purchase Shares under the Plan will have complied with
the relevant requirements of the Plan and that all prescribed filings with
regulatory authorities, including any stock exchanges having jurisdiction, will
be effected in accordance with their respective requirements and that the
approvals
<PAGE> 2
Bank of Granite Corporation
June 13, 1997
Page 2
- -------------------------
of such regulatory authorities, including any stock exchanges having
jurisdiction, will have been granted prior to the issuance of any of the Shares.
The opinions expressed herein are contingent upon the Registration
Statement, as amended, becoming effective under the Securities Act of 1933 and
the Charter and Bylaws not being further amended prior to the issuance of the
Shares.
The foregoing opinions are limited to the General Corporation Law of
the State of Delaware, and we express no opinion with respect to the laws of any
other state or jurisdiction.
We hereby consent to the filing of a copy of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
ROBINSON, BRADSHAW & HINSON, P.A.
/s/ Henry H. Ralston
Henry H. Ralston
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Bank of Granite Corporation of our report dated January
26, 1997, appearing in and incorporated by reference in the Annual Report on
Form 10-K of Bank of Granite Corporation for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
---------------------------------
Deloitte & Touche LLP
Hickory, North Carolina
June 13, 1997
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
THE UNDERSIGNED director of the Bank of Granite Corporation (the
"Company") hereby appoints John A. Forlines, Jr. and Randall C. Hall and each of
them singly, as the undersigned's lawful agent and attorney-in-fact, with full
power of substitution and resubstitution, for and on behalf and in the name of
the undersigned, to execute and file with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-8 pursuant to the
Securities Act of 1933, as amended (the "Act"), for the purpose of registering
100,000 shares of the Company's common stock, $1.00 par value per share, and the
related options granted under the Company's 1997 Incentive Stock Option Plan
(the "Plan"), and any and all amendments, including post-effective amendments,
and exhibits to such registration statement, and any and all applications or
other documents to be filed with the Commission or otherwise pertaining to such
registration statement or amendments, with full power and authority to take or
cause to be taken all other actions that in the judgment of such appointed
person(s) may be necessary or appropriate to effect the registration under the
Act of such shares and options.
EXECUTED on the 28th day of April, 1997.
/s/ John N. Bray
----------------
John N. Bray
<PAGE> 2
POWER OF ATTORNEY
THE UNDERSIGNED director of the Bank of Granite Corporation (the
"Company") hereby appoints John A. Forlines, Jr. and Randall C. Hall and each of
them singly, as the undersigned's lawful agent and attorney-in-fact, with full
power of substitution and resubstitution, for and on behalf and in the name of
the undersigned, to execute and file with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-8 pursuant to the
Securities Act of 1933, as amended (the "Act"), for the purpose of registering
100,000 shares of the Company's common stock, $1.00 par value per share, and the
related options granted under the Company's 1997 Incentive Stock Option Plan
(the "Plan"), and any and all amendments, including post-effective amendments,
and exhibits to such registration statement, and any and all applications or
other documents to be filed with the Commission or otherwise pertaining to such
registration statement or amendments, with full power and authority to take or
cause to be taken all other actions that in the judgment of such appointed
person(s) may be necessary or appropriate to effect the registration under the
Act of such shares and options.
EXECUTED on the 28th day of April, 1997.
/s/ Robert E. Cline
-------------------
Robert E. Cline
<PAGE> 3
POWER OF ATTORNEY
THE UNDERSIGNED director of the Bank of Granite Corporation (the
"Company") hereby appoints John A. Forlines, Jr. and Randall C. Hall and each of
them singly, as the undersigned's lawful agent and attorney-in-fact, with full
power of substitution and resubstitution, for and on behalf and in the name of
the undersigned, to execute and file with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-8 pursuant to the
Securities Act of 1933, as amended (the "Act"), for the purpose of registering
100,000 shares of the Company's common stock, $1.00 par value per share, and the
related options granted under the Company's 1997 Incentive Stock Option Plan
(the "Plan"), and any and all amendments, including post-effective amendments,
and exhibits to such registration statement, and any and all applications or
other documents to be filed with the Commission or otherwise pertaining to such
registration statement or amendments, with full power and authority to take or
cause to be taken all other actions that in the judgment of such appointed
person(s) may be necessary or appropriate to effect the registration under the
Act of such shares and options.
EXECUTED on the 28 day of April, 1997.
/s/ John A. Forlines, Jr.
-------------------------
John A. Forlines, Jr.
<PAGE> 4
POWER OF ATTORNEY
THE UNDERSIGNED director of the Bank of Granite Corporation (the
"Company") hereby appoints John A. Forlines, Jr. and Randall C. Hall and each of
them singly, as the undersigned's lawful agent and attorney-in-fact, with full
power of substitution and resubstitution, for and on behalf and in the name of
the undersigned, to execute and file with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-8 pursuant to the
Securities Act of 1933, as amended (the "Act"), for the purpose of registering
100,000 shares of the Company's common stock, $1.00 par value per share, and the
related options granted under the Company's 1997 Incentive Stock Option Plan
(the "Plan"), and any and all amendments, including post-effective amendments,
and exhibits to such registration statement, and any and all applications or
other documents to be filed with the Commission or otherwise pertaining to such
registration statement or amendments, with full power and authority to take or
cause to be taken all other actions that in the judgment of such appointed
person(s) may be necessary or appropriate to effect the registration under the
Act of such shares and options.
EXECUTED on the 28 day of April, 1997.
/s/ Barbara F. Frelman
----------------------
Barbara F. Frelman
<PAGE> 5
POWER OF ATTORNEY
THE UNDERSIGNED director of the Bank of Granite Corporation (the
"Company") hereby appoints John A. Forlines, Jr. and Randall C. Hall and each of
them singly, as the undersigned's lawful agent and attorney-in-fact, with full
power of substitution and resubstitution, for and on behalf and in the name of
the undersigned, to execute and file with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-8 pursuant to the
Securities Act of 1933, as amended (the "Act"), for the purpose of registering
100,000 shares of the Company's common stock, $1.00 par value per share, and the
related options granted under the Company's 1997 Incentive Stock Option Plan
(the "Plan"), and any and all amendments, including post-effective amendments,
and exhibits to such registration statement, and any and all applications or
other documents to be filed with the Commission or otherwise pertaining to such
registration statement or amendments, with full power and authority to take or
cause to be taken all other actions that in the judgment of such appointed
person(s) may be necessary or appropriate to effect the registration under the
Act of such shares and options.
EXECUTED on the 28 day of April, 1997.
/s/ Hugh R. Gaither
-------------------
Hugh R. Gaither
<PAGE> 6
POWER OF ATTORNEY
THE UNDERSIGNED director of the Bank of Granite Corporation (the
"Company") hereby appoints John A. Forlines, Jr. and Randall C. Hall and each of
them singly, as the undersigned's lawful agent and attorney-in-fact, with full
power of substitution and resubstitution, for and on behalf and in the name of
the undersigned, to execute and file with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-8 pursuant to the
Securities Act of 1933, as amended (the "Act"), for the purpose of registering
100,000 shares of the Company's common stock, $1.00 par value per share, and the
related options granted under the Company's 1997 Incentive Stock Option Plan
(the "Plan"), and any and all amendments, including post-effective amendments,
and exhibits to such registration statement, and any and all applications or
other documents to be filed with the Commission or otherwise pertaining to such
registration statement or amendments, with full power and authority to take or
cause to be taken all other actions that in the judgment of such appointed
person(s) may be necessary or appropriate to effect the registration under the
Act of such shares and options.
EXECUTED on the 28 day of April, 1997.
/s/ Charles M. Snipes
---------------------
Charles M. Snipes
<PAGE> 7
POWER OF ATTORNEY
THE UNDERSIGNED director of the Bank of Granite Corporation (the
"Company") hereby appoints John A. Forlines, Jr. and Randall C. Hall and each of
them singly, as the undersigned's lawful agent and attorney-in-fact, with full
power of substitution and resubstitution, for and on behalf and in the name of
the undersigned, to execute and file with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-8 pursuant to the
Securities Act of 1933, as amended (the "Act"), for the purpose of registering
100,000 shares of the Company's common stock, $1.00 par value per share, and the
related options granted under the Company's 1997 Incentive Stock Option Plan
(the "Plan"), and any and all amendments, including post-effective amendments,
and exhibits to such registration statement, and any and all applications or
other documents to be filed with the Commission or otherwise pertaining to such
registration statement or amendments, with full power and authority to take or
cause to be taken all other actions that in the judgment of such appointed
person(s) may be necessary or appropriate to effect the registration under the
Act of such shares and options.
EXECUTED on the 28 day of April, 1997.
/s/ Boyd C. Wilson, Jr.
-----------------------
Boyd C. Wilson, Jr.
