<PAGE>
______________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
PREMIER BANCSHARES, INC.
-------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
GEORGIA 2180 Atlanta Plaza 58-1793778
- ----------------------- 950 East Paces Ferry Road ----------------
(State or other jurisdiction of Atlanta, Georgia 30326 (I.R.S. Employer
incorporation or organization) ----------------------------- Identification Number)
(Address of principal executive offices)
<S> <C> <C>
</TABLE>
PREMIER BANCSHARES, INC.
1997 STOCK OPTION PLAN
(As Amended)
(Full title of the plan)
---------------------------
Steven S. Dunlevie, Esq.
Elizabeth O. Derrick, Esq.
Womble Carlyle Sandridge & Rice, PLLC
Suite 700, 1275 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 872-7000
-----------------------
(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
- -------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price(1) fee(1)
- ---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common
Stock, par value
$1.00 per share 1,000,000 shares $20.125 $20,125,000 $5,595
- -------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(c) and (h)(1), based on the average of the high and
low prices of the registrant's common stock on May 24, 1999, as reported on
the American Stock Exchange.
_____________________
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------ ---------------------------------------
The following documents filed by Premier Bancshares, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, filed with the Commission on March 25, 1999.
(b) The Company's Current Reports on Form 8-K dated April 6, 1999 and
April 20, 1999, respectively;
(c) The Company's Form 10-Q for the quarter ended March 31, 1999,
filed with the Commission on May 17, 1999;
(d) The description of the Company's Common Stock, par value $1.00 per
share, contained in the Company's Registration Statement on Form S-4 and
Appendices D and E thereto (Registration No. 333-24537), filed with the
Commission on May 16, 1997, including any amendment or report filed for the
purpose of updating such description.
(e) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the period referred to in (a), above.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
This Registration Statement on Form S-8 is being filed in connection
with the registration by the Company with the Commission of 1,000,000 additional
shares issuable pursuant to the Premier Bancshares, Inc. 1997 Stock Option Plan,
as amended (the "Plan").
Pursuant to General Instruction E to Form S-8, the contents of the
Company's Registration Statement on Form S-8 (File No. 333-29941) (filed on June
24, 1997) and Registration Statement on Form S-8 (File No. 333-59475) (filed on
July 21, 1998) relating to shares issuable under the Plan are incorporated by
reference in this Registration Statement on Form S-8.
Item 4. Description of Securities.
- ------ -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
The legality of the securities offered hereby has been passed upon by
the firm of Womble Carlyle Sandridge & Rice, PLLC, counsel to the Company.
Item 6. Indemnification of Directors and Officers.
- ------ -----------------------------------------
II-1
<PAGE>
The provisions of the Georgia Business Corporation Code (the "Georgia
Code") and the Company's Bylaws set forth the extent to which the Company's
directors and officers may be indemnified against liabilities they may incur
while serving in such capacities. Under the Company's Bylaws, the Company is
required to indemnify its officers and directors against reasonable expenses
(including attorneys' fees) incurred by them in the defense of any action, suit
or proceeding to which they were made a party, or in defense of any claim, issue
or matter therein, by reason of the fact that they are or were officers,
directors, employees or agents of the Company, to the extent that they have been
successful, on the merits or otherwise, in such defense. The Company's Bylaws
also permit indemnification of its directors and officers against any liability
incurred in connection with any threatened, pending or completed action, suit or
proceeding by reason of the fact that they are or were directors or officers of
the Company or who, while directors or officers of the Company, are or were
serving at the Company's request as directors, officers, partners, trustees,
employees or agents of another entity, if they acted in a manner they believed
in good faith to be in, or not opposed to, the best interests of the Company,
or, with respect to any criminal proceeding, had no reasonable cause to believe
their conduct was unlawful, if a determination has been made that they have met
these standards of conduct. Such indemnification in connection with a proceeding
by or in the right of the Company, however, is limited to reasonable expenses,
including attorneys' fees, incurred in connection with the proceeding. The
Company must also provide advancement of expenses incurred by any director or
officer in defending any such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such officer or director to repay such advances
unless it is ultimately determined that he or she is not entitled to
indemnification by the Company.
The Company may not indemnify a director or officer in connection with
a proceeding by or in the right of the Company in which the director of officer
was adjudged liable to the Company for appropriation of a business opportunity
or payment of unlawful dividends, in connection with a proceeding in which he or
she was adjudged liable on the basis that he or she improperly received a
personal benefit or for intentional misconduct or a knowing violation of law.
The indemnification provisions of the Georgia Code are essentially
identical to those set forth above, except that the Georgia Code permits, but
does not require, a corporation to advance expenses under the circumstances for
such payments described above.
The Company maintains an insurance policy insuring the Company and its
directors and officers against certain liabilities, including liabilities under
the Securities Act of 1933.
The Company's Articles of Incorporation provide that no director of
the Company shall be personally liable to the Company or its shareholders for
monetary damages for a breach of the duty of care or of any other duty as a
director, except in the case of: (i) wrongful appropriation of any business
opportunity of the Company; (ii) acts or omissions not in good faith or
involving intentional misconduct or a knowing violation or law; (iii) liability
for unlawful distributions; or (iv) any transaction from which the director
derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
Not applicable.
Item 8. Exhibits.
- ------ --------
The following exhibits are filed as a part of this Registration
Statement:
Number Description
------ -----------
4.1 Articles of Incorporation of Premier Bancshares, Inc., as
restated (Incorporated by reference from Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998).
4.2 Bylaws of Premier Bancshares, Inc., as amended and restated
(Incorporated by reference from Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1998).
II-2
<PAGE>
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
legality of the Common Stock being registered.
23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
contained in its opinion filed as Exhibit 5.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Mauldin & Jenkins, LLC.
23.4 Consent of Porter Keadle Moore LLP.
23.5 Consent of Porter Keadle Moore LLP.
23.6 Consent of Mauldin & Jenkins, LLC.
23.7 Consent of Mauldin & Jenkins, LLC.
23.8 Consent of Bricker & Melton, P.A.
24 Power of Attorney. (See signature page to the Registration
Statement.)
99.1 Premier Bancshares, Inc. 1997 Stock Option Plan, as amended.
Item 9. Undertakings.
- ------ ------------
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(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 information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
II-3
<PAGE>
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Premier
Bancshares, Inc. 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 Atlanta, State of Georgia, on this 20th day of
May, 1999.
PREMIER BANCSHARES, INC.
By: /s/ Darrell D. Pittard
--------------------------------------------------
Darrell D. Pittard
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears on the signature pages to this Registration Statement constitutes and
appoints Darrell D. Pittard and Robert C. Oliver and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for the undersigned, and in his or her name, place and
stead, in any and all capacities to sign any and all amendments, including post-
effective amendments, to this Registration Statement, to make such changes in
the Registration Statement as such attorneys-in-fact deems appropriate to file
the same, with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents and each of them, full power and authority to do so and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 20, 1999.
/s/ Darrell D. Pittard /s/ Robert C. Oliver
- ----------------------------- -----------------------------
Name: Darrell D. Pittard Name: Robert C. Oliver
Title: Chairman of the Board Title: President, Chief Operating Officer
and Chief Executive Officer and Director
(principal executive officer)
/s/ James L. Coxwell, Sr. /s/ William M. Evans, Jr.
- ----------------------------- -----------------------------
Name: James L. Coxwell, Sr. Name: William M. Evans, Jr.
Title: Director Title: Director
/s/ John H. Ferguson /s/ Robert E. Flourney III
- ----------------------------- -----------------------------
Name: John H. Ferguson Name: Robert E. Flourney III
Title: Director Title: Director
/s/ James E. Freeman /s/ A. F. Gandy
- ----------------------------- -----------------------------
Name: James E. Freeman Name: A. F. Gandy
Title: Director Title: Director
/s/ Robin R. Howell /s/ Billy H. Martin
- ----------------------------- -----------------------------
Name: Robin R. Howell Name: Billy H. Martin
Title: Director Title: Director
II-5
<PAGE>
/s/ C. Steve McQuaig /s/ Thomas E. Owen, Jr.
- ----------------------------------- -----------------------------
Name: C. Steve McQuaig Name: Thomas E. Owen, Jr.
Title: Director Title: Director
/s/ John D. Stephens /s/ James E. Sutherland, Sr.
- ----------------------------------- -----------------------------
Name: John D. Stephens Name: James E. Sutherland, Sr.
Title: Director Title: Director
/s/ Michael E. Ricketson
- -----------------------------------
Name: Michael E. Ricketson
Title: Executive Vice President
and Chief Financial Officer
(principal financial and accounting
officer)
II-6
<PAGE>
EXHIBIT INDEX
to
Registration Statement on Form S-8 of
Premier Bancshares, Inc.
Number Description
------------------
4.1 Articles of Incorporation of Premier Bancshares, Inc., as
restated (Incorporated by reference from Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998).*
4.2 Bylaws of Premier Bancshares, Inc., as amended and restated
(Incorporated by reference from Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1998).*
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
legality of the Common Stock being registered.
23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
contained in its opinion filed as Exhibit 5.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Mauldin & Jenkins, LLC.
23.4 Consent of Porter Keadle Moore LLP.
23.5 Consent of Porter Keadle Moore LLP.
23.6 Consent of Mauldin & Jenkins, LLC.
23.7 Consent of Mauldin & Jenkins, LLC.
23.8 Consent of Bricker & Melton, P.A.
24 Power of Attorney. (See signature page to the Registration
Statement.)
99.1 Premier Bancshares, Inc. 1997 Stock Option Plan, as amended.
______________
* Incorporated by reference.
<PAGE>
Exhibit 5
May 20, 1999
Premier Bancshares, Inc.
2180 Atlanta Plaza
950 East Paces Ferry Road
Atlanta, Georgia 30326
Re: Registration Statement on Form S-8 with respect to an additional
1,000,000 shares issuable pursuant to the Premier Bancshares, Inc.
1997 Stock Option Plan, as amended
Ladies and Gentlemen:
We have served as counsel for Premier Bancshares, Inc., a Georgia
corporation (the "Company"), in connection with its registration under the
Securities Act of 1933, as amended, of an additional 1,000,000 shares of its
common stock, $1.00 par value (the "Shares"), which are proposed to be offered
and sold pursuant to the Premier Bancshares, Inc. 1997 Stock Option Plan, as
amended (the "Plan"), and pursuant to the Company's Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") with respect to the Shares.
In connection with the preparation of this opinion, we have only reviewed,
and this opinion is limited to, those laws of the State of Georgia, excluding
local laws of the State of Georgia (i.e., the statutes and ordinances, the
administrative decisions and the rules and regulations of counties, towns,
municipalities and special political subdivisions of, or authorities or quasi-
governmental bodies constituted under the laws of the State of Georgia and
judicial decisions to the extent they deal with any of the foregoing), and the
laws of the United States of America that are, in our experience, normally
applicable to the transactions referenced herein. We are licensed to practice
law in the State of Georgia and, accordingly, this opinion is based solely upon
such laws and we do not render any opinion as to the effect of the laws of any
other jurisdiction. Further, we have assumed for purposes of this opinion (1)
the genuineness of all signatures; (2) that all documents submitted to us as
certified or photostatic copies are copies of original documents; and (3) the
proper issuance and accuracy of certificates of public officials and officers
and agents of the Company. In rendering opinions as to future events, we have
assumed the facts and law existing on the date hereof.
Based upon the foregoing, and having regard for such legal considerations
as we have deemed relevant, we are of the opinion that the Shares have been duly
authorized and, upon issuance of the Shares pursuant to the terms of the Plan,
the Shares will be validly issued, fully paid and nonassessable.
This opinion is delivered solely for your benefit in connection with the
Plan and may not be quoted in whole or in part, referred to, filed with any
governmental agency or otherwise used or relied upon by any other person or for
any other purpose without our prior written consent except as provided herein.
This opinion is rendered as of the date hereof, and we undertake no
obligation to advise you of any changes in applicable law or any other matters
that may come to our attention after the date hereof.
<PAGE>
Premier Bancshares, Inc.
May 20, 1999
Page 2
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. In giving this consent, we do not admit
that we are within the category of persons whose consent is required by Section
7 of the Securities Act, or other rules and regulations of the Commission
thereunder.
WOMBLE CARLYLE SANDRIDGE & RICE
A Professional Limited Liability Company
By: /s/ Elizabeth O. Derrick
---------------------------------------
Elizabeth O. Derrick, Member
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8, No. 333-00000) and related Prospectus of Premier Bancshares, Inc.
pertaining to the Premier Bancshares, Inc. 1997 Stock Option Plan and to the
incorporation by reference therein of our report dated February 5, 1999, with
respect to the consolidated financial statements of Premier Bancshares, Inc. and
Subsidiaries included in its Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Atlanta, Georgia
June 1, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the May 26, 1999
Registration Statement on Form S-8 of our report, dated January 31, 1997, except
for Note 2 as to which the date is June 23, 1997, December 12, 1997, June 9,
1998, July 1, 1998 and July 2, 1998, relating to the consolidated statements of
income, stockholders' equity and cash flows of Premier Bancshares, Inc. and
subsidiaries for the year ended December 31, 1996, contained in the annual
report on Form 10-K for the year ended December 31, 1998.
/s/ Mauldin & Jenkins, LLC
Atlanta, Georgia
June 1, 1999
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 23, 1997, accompanying the consolidated
financial statements of Central and Southern Holding Company for the year ended
December 31, 1996, included in Form 10-K for Premier Bancshares, Inc. for the
year ended December 31, 1998. We hereby consent to the incorporation by
reference of said report in the Registration Statement of Premier Bancshares,
Inc. on Form S-8 pertaining to the registration of 1,000,000 additional shares
issuable pursuant to the Premier Bancshares, Inc. 1997 Stock Option Plan, as
amended.
/s/ PORTER KEADLE MOORE, LLP
Atlanta, Georgia
June 1, 1999
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 4, 1997, accompanying the consolidated
financial statements of Citizens Gwinnett Bankshares, Inc. for the year ended
December 31, 1996, included in Form 10-K for Premier Bancshares, Inc. for the
year ended December 31, 1998. We hereby consent to the incorporation by
reference of said report in the Registration Statement of Premier Bancshares,
Inc. on Form S-8 pertaining to the registration of 1,000,000 additional shares
issuable pursuant to the Premier Bancshares, Inc. 1997 Stock Option Plan, as
amended.
/s/ PORTER KEADLE MOORE, LLP
Atlanta, Georgia
June 1, 1999
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the May 26, 1999
Registration Statement on Form S-8 of our report, dated January 29, 1998,
relating to the consolidated financial statements of The Bank Holding Company
and subsidiaries for the two years ended December 31, 1997, contained in the
annual report on Form 10-K for the year ended December 31, 1998.
/s/ Mauldin & Jenkins, LLC
Atlanta, Georgia
June 1, 1999
<PAGE>
EXHIBIT 23.7
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the May 26, 1999
Registration Statement on Form S-8 of our report, dated January 14, 1998, except
for Note 14 as to which the date is February 5, 1998, relating to the
consolidated financial statements of Button Gwinnett Financial Corporation and
subsidiary for the two years ended December 31, 1997, contained in the annual
report on Form 10-K for the year ended December 31, 1998.
/s/ Mauldin & Jenkins, LLC
Atlanta, Georgia
June 1, 1999
<PAGE>
EXHIBIT 23.8
Consent of Independent Certified Public Accountants
We have issued our report dated January 16, 1998, accompanying the consolidated
financial statements of Lanier Bank & Trust Company for the year ended December
31, 1997, included in the Annual Report on Form 10-K for Premier Bancshares,
Inc. We hereby consent to the incorporation by reference of said report in the
Registration Statement of Premier Bancshares, Inc. on Form S-8 (File No.
333-0000).
BRICKER & MELTON, P.A.
Duluth, Georgia
June 1, 1999
<PAGE>
Exhibit 99.1
PREMIER BANCSHARES, INC.
1997 STOCK OPTION PLAN
(As Amended and Restated Effective
May 20, 1999)
<PAGE>
PREMIER BANCSHARES, INC.
1997 STOCK OPTION PLAN
(As Amended and Restated Effective
May 20, 1999)
1. Purpose
-------
The purpose of the Premier Bancshares, Inc. 1997 Stock Option Plan (the
"Plan") is to encourage and enable selected key employees, independent
contractors, consultants and advisors in the service of Premier Bancshares, Inc.
(the "Corporation") or its related corporations to acquire or to increase their
holdings of common stock of the Corporation (the "Common Stock") in order to
promote a closer identification of their interests with those of the Corporation
and its shareholders, thereby further stimulating their efforts to enhance the
efficiency, soundness, profitability, growth and shareholder value of the
Corporation. This purpose will be carried out through the granting of incentive
stock options ("Incentive Options") intended to qualify under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), and nonqualified stock
options ("Nonqualified Options"). Incentive Options and Nonqualified Options
shall be referred to herein collectively as "Options." To the extent that any
Option is designated as an Incentive Option and such option does not qualify as
an Incentive Option, it shall constitute a Nonqualified Option.
2. Administration of the Plan
--------------------------
(a) The Plan shall be administered by the Board of Directors of the
Corporation (the "Board") or, upon its delegation, by a committee (the
"Committee") appointed by the Board and comprised solely of members of the
Board. Unless the Board shall determine otherwise, the Committee shall
include no fewer than the minimum number of "non-employee directors," as
such term is defined in Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as may be required
by Rule 16b-3 or any successor rule. For the purposes herein, the term
"Committee" shall include the Board if it is exercising its authority to
administer the Plan.
(b) Any action of the Committee may be taken by a written instrument
signed by all of the members of the Committee and any action so taken by
written consent shall be as fully effective as if it had been taken by a
majority of the members at a meeting duly held and called. Subject to the
provisions of the Plan, the Committee shall have full and final authority,
in its discretion, to take any action with respect to the Plan including,
without limitation, the following: (i) to determine the individuals to
receive Options, the nature of each Option as an Incentive Option or a
Nonqualified Option, the times when Options shall be granted, the number of
shares to be subject to each Option, the Option price (determined in
accordance with Section 6), the Option period, the time or times when each
Option shall be exercisable and the other terms, conditions, restrictions
and limitations of an Option; (ii) to prescribe the form or forms of the
agreements evidencing any Options granted under the Plan; (iii) to
establish, amend and rescind rules and regulations for the administration
of the Plan; and (iv) to construe and interpret
<PAGE>
the Plan, the rules and regulations, and the agreements evidencing Options
granted under the Plan, and to make all other determinations deemed
necessary or advisable for administering the Plan. In addition, the
Committee shall have complete authority, in its discretion, to accelerate
the date that any Option which is not otherwise exercisable shall become
exercisable in whole or in part, without any obligation to accelerate such
date with respect to any other Option granted to any person.
(c) Notwithstanding Section 2(b), and subject to the terms of the Plan
herein, the Committee may delegate to the Chief Executive Officer of the
Corporation the authority to grant Options, and to make any or all of the
determinations reserved for the Committee in the Plan and summarized in
Section 2(b) with respect to Options that have been granted, to any
individual who, at the time of such grant or other determination, (i) is
not an officer or director of the Corporation subject to Section 16 of the
Exchange Act and (ii) is otherwise eligible to participate in the Plan
under Section 5. To the extent that the Committee has delegated authority
to administer the Plan to the Chief Executive Officer pursuant to this
Section 2(c), references to the Committee shall include references to such
person, subject, however, to the requirements of the Plan, Rule 16b-3 and
other applicable law.
3. Effective Date
--------------
The effective date of the Plan shall be the June 15, 1997. The Plan was
amended and restated effective July 1, 1998 and effective May 20, 1999. Options
may be granted under the Plan on and after the effective date, but not after
June 14, 2007.
4. Options; Shares of Stock Subject to the Plan
--------------------------------------------
Both Incentive Options and Nonqualified Options, as designated by the
Committee, may be granted under the Plan. Subject to adjustment as provided in
Section 10, and pursuant to amendment to the Plan, the number of shares of
Common Stock that may be issued and sold pursuant to Options shall not exceed in
the aggregate 4,000,000 shares of authorized but unissued or reacquired shares
of the Common Stock of the Corporation. The Corporation hereby reserves
sufficient authorized shares of Common Stock to provide for the exercise of
Options granted hereunder. Any shares of Common Stock subject to an Option
which, for any reason, expires or is terminated unexercised as to such shares
may again be subject to an Option granted under the Plan. No Optionee may be
granted Options in any calendar year for more than 75,000 shares of Common Stock
(subject to adjustment as provided in Section 10).
5. Eligibility
-----------
An Option may be granted only to an individual who satisfies the following
eligibility requirements on the date the Option is granted:
(a) The individual is either (i) a key employee of the Corporation or
a related corporation or (ii) an independent contractor, consultant or
advisor (collectively, "independent contractors") providing services to the
Corporation or a related corporation. Directors of the
3
<PAGE>
Corporation or a related corporation who are otherwise eligible to
participate in the Plan may be granted Options under the Plan. For this
purpose, an individual shall be considered to be an "employee" only if
there exists between the individual and the Corporation or a related
corporation the legal and bona fide relationship of employer and employee.
In determining whether such a relationship exists, the regulations of the
United States Treasury Department relating to the determination of the
employment relationship for the purpose of collection of income tax on
wages at the source shall be applied.
Also, for this purpose, a "key employee" is an employee of the
Corporation or a related corporation whom the Committee determines
qualifies as a key employee based on the nature and extent of such
employee's duties, responsibilities, personal capabilities, performance and
potential, or any combination of such factors.
(b) Notwithstanding the terms of the Plan, the Committee shall also
have authority, in its discretion, to grant substitute options or to assume
options, or both, for compensatory purposes to non-employees or non-key
employees in connection with mergers, reorganizations or other business
combinations involving the Corporation or a related corporation, and,
further, to interpret the terms of such Options in a manner that is, to the
extent possible, consistent with the terms of the Plan and any agreements
underlying such business combination, subject in all respects to the
requirements of applicable law.
(c) With respect to the grant of an Incentive Option, the individual
is an employee who does not own, immediately before the time that the
Incentive Option is granted, stock possessing more than ten percent of the
total combined voting power of all classes of stock of the Corporation or a
related corporation; provided, that an individual owning more than ten
percent of the total combined voting power of all classes of stock of the
Corporation or a related corporation may be granted an Incentive Option if
the price at which such Option may be exercised is greater than or equal to
110% of the fair market value of the shares on the date the Option is
granted and the Option period does not exceed five years. For this
purpose, an individual will be deemed to own stock which is attributed to
him under Section 424(d) of the Code.
(d) The individual, being otherwise eligible under this Section 5, is
selected by the Committee as an individual to whom an Option shall be
granted (an "Optionee").
6. Grant of Options; Option Price
------------------------------
(a) Subject to the limitations of the Plan, the Committee may in its
sole and absolute discretion grant Options to such eligible persons in such
numbers, upon such terms and at such times as the Committee shall
determine. Both Incentive Options and Nonqualified Options may be granted
under the Plan. To the extent that a Option is designated as an Incentive
Option but does not qualify as such, the Option (or portion thereof) shall
be treated as a Nonqualified Option.
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<PAGE>
(b) The price per share at which an Option may be exercised (the
"Option price") shall be established by the Committee at the time the
Option is granted and shall be set forth in the terms of the agreement
evidencing the grant of the Option; provided, that (i) in the case of an
Incentive Option, the Option price shall be equal to or greater than the
fair market value per share of the Common Stock on the date the Option is
granted, and (ii) in no event shall the Option price per share of any
Option be less than the par value per share of the Common Stock. In
addition, the following rules shall apply:
(i) An Incentive Option shall be considered to be granted on
the date that the Committee acts to grant the Option, or on any later
date specified by the Committee as the date of grant of the Option. A
Nonqualified Option shall be considered to be granted on the date the
Committee acts to grant the Option or any other date specified by the
Committee as the date of grant of the Option.
(ii) Unless an individual agreement provides otherwise, the fair
market value of the shares shall be determined in good faith by the
Committee in accordance with the following provisions: (i) if the
shares of Common Stock are listed for trading on the American Stock
Exchange or the New York Stock Exchange or included in The Nasdaq
National Market, the fair market value shall be the closing sales
price of the shares on the American Stock Exchange or the New York
Stock Exchange or as reported in The Nasdaq National Market (as
applicable) on the date immediately preceding the date the Option is
granted, or, if there is no transaction on such date, then on the
trading date nearest preceding the date the Option is granted for
which closing price information is available; or (ii) if the shares of
Common Stock are not listed or reported in any of the foregoing, then
fair market value shall be determined by the Committee in accordance
with the applicable provisions of Section 20.2031-2 of the Federal
Estate Tax Regulations, or in any other manner consistent with the
Code and accompanying regulations.
(iii) In no event shall there first become exercisable by the
Optionee in any one calendar year incentive stock options granted by
the Corporation or any related corporation with respect to shares
having an aggregate fair market value (determined at the time an
option is granted) greater than $100,000.
7. Option Period and Limitations on the Right to Exercise Options
--------------------------------------------------------------
(a) The term of an Option (the "Option period") shall be determined
by the Committee when the Option is granted and shall not extend more than
ten years from the date on which the Option is granted. An Option shall be
exercisable on such date or dates, during such period, for such number of
shares, and subject to such conditions as shall be determined by the
Committee and set forth in the agreement evidencing such Option, subject to
the right of the Committee to accelerate the time(s) when Options may be
exercised. Any Option or portion thereof not exercised before the
expiration of the Option period shall terminate.
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<PAGE>
(b) An Option may be exercised by giving written notice of at least
10 days to the Committee or its designee at such place as the Committee
shall direct. Such notice shall specify the number of shares to be
purchased pursuant to an Option and the aggregate purchase price to be paid
therefor, and shall be accompanied by the payment of such purchase price.
Unless an individual option agreement provides otherwise, such payment
shall be in the form of (i) cash; (ii) shares of Common Stock owned by the
Optionee at the time of exercise; (iii) shares of Common Stock withheld
upon exercise; (iv) delivery of a properly executed written notice of
exercise to the Corporation and delivery to a broker of written notice of
exercise and irrevocable instructions to promptly deliver to the
Corporation the amount of sale or loan proceeds to pay the Option price; or
(v) any combination of the foregoing methods. Shares tendered or withheld
in payment upon the exercise of an Option shall be valued at their fair
market value on the date of exercise, as determined by the Committee by
applying the provisions of Section 6(b)(ii).
(c) No Option granted to an Optionee who was an employee at the time
of grant shall be exercised unless the Optionee is, at the time of
exercise, an employee as described in Section 5(a), and has been an
employee continuously since the date the Option was granted, subject to the
following:
(i) An Option shall not be affected by any change in the terms,
conditions or status of the Optionee's employment, provided that the
Optionee continues to be an employee of the Corporation or a related
corporation.
(ii) The employment relationship of an Optionee shall be treated
as continuing intact for any period that the Optionee is on military
or sick leave or other bona fide leave of absence, provided that the
period of such leave does not exceed ninety days, or, if longer, as
long as the Optionee's right to reemployment is guaranteed either by
statute or by contract. The employment relationship of an Optionee
shall also be treated as continuing intact while the Optionee is not
in active service because of disability. For purposes of this Section
7(c)(ii), "disability" shall mean the inability of the Optionee to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death, or which has lasted or can be expected to last for a
continuous period of not less than twelve months. The Committee shall
determine whether an Optionee is disabled within the meaning of this
paragraph.
(iii) Unless an individual option agreement provides otherwise,
if the employment of an Optionee is terminated because of disability
within the meaning of subparagraph (ii), or if the Optionee dies while
he is an employee or dies after the termination of his employment
because of disability, the Option may be exercised only to the extent
exercisable on the date of the Optionee's termination of employment or
death while employed (the "termination date"), except that the
Committee may in its discretion accelerate the date for exercising all
or any part of the Option which was not otherwise exercisable on the
termination date. The Option must be exercised, if at all, prior to
the first to occur of the following, whichever shall be applicable:
(A) the close
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<PAGE>
of the period of twelve months next succeeding the termination date;
or (B) the close of the Option period. In the event of the Optionee's
death, such Option shall be exercisable by such person or persons as
shall have acquired the right to exercise the Option by will or by the
laws of intestate succession.
(iv) Unless an individual option agreement provides otherwise,
if the employment of the Optionee is terminated for any reason other
than disability (as defined in subparagraph (ii)) or death or for
"cause," his Option may be exercised to the extent exercisable on the
date of such termination of employment, except that the Committee may
in its discretion accelerate the date for exercising all or any part
of the Option which was not otherwise exercisable on the date of such
termination of employment. The Option must be exercised, if at all,
prior to the first to occur of the following, whichever shall be
applicable: (A) the close of the period of 90 days next succeeding the
termination date; or (B) the close of the Option period. If the
Optionee dies following such termination of employment and prior to
the earlier of the dates specified in (A) or (B) of this subparagraph
(iv), the Optionee shall be treated as having died while employed
under subparagraph (iii) immediately preceding (treating for this
purpose the Optionee's date of termination of employment as the
termination date). In the event of the Optionee's death, such Option
shall be exercisable by such person or persons as shall have acquired
the right to exercise the Option by will or by the laws of intestate
succession.
(v) Unless an individual option agreement provides otherwise,
if the employment of the Optionee is terminated for "cause," his
Option shall lapse and no longer be exercisable as of the effective
time of his termination of employment, as determined by the Committee.
For purposes of this subparagraph (v) and subparagraph (iv), the
Optionee's termination shall be for "cause" if such termination
results from the Optionee's (A) dishonesty; (B) refusal to perform his
duties for the Corporation; or (C) engaging in conduct that could be
materially damaging to the Corporation without a reasonable good faith
belief that such conduct was in the best interest of the Corporation.
The determination of "cause" shall be made by the Committee and its
determination shall be final and conclusive.
(vi) Notwithstanding the foregoing, the Committee shall have
authority, in its discretion, to extend the period during which an
Option may be exercised; provided that, in the event that any such
extension shall cause an Incentive Option to be designated as a
Nonqualified Option, no such extension shall be made without the prior
written request and consent of the Optionee.
(d) Unless an individual option agreement provides otherwise, an
Option granted to an Optionee who was an independent contractor of the
Corporation or a related corporation at the time of grant (and who does not
thereafter become an employee, in which case he shall be subject to the
provisions of Section 7(c) herein) may be exercised only to the extent
exercisable on the date of the Optionee's termination of service to the
Corporation or a related corporation (unless the termination was for
cause), and must be exercised, if at all, prior to the
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<PAGE>
first to occur of the following, as applicable: (A) the close of the period
of 90 days next succeeding the termination date; or (B) the close of the
Option period. If the services of such an Optionee are terminated for cause
(as defined in Section 7(c)(v) herein), his Option shall lapse and no
longer be exercisable as of the effective time of his termination of
services, as determined by the Committee. Notwithstanding the foregoing,
the Committee may in its discretion accelerate the date for exercising all
or any part of an Option which was not otherwise exercisable on the
termination date or extend the period during which an Option may be
exercised, or both.
(e) An Optionee or his legal representative, legatees or distributees
shall not be deemed to be the holder of any shares subject to an Option
unless and until certificates for such shares are issued to him or them
under the Plan.
(f) Nothing in the Plan shall confer upon the Optionee any right to
continue in the service of the Corporation or a related corporation as an
employee or independent contractor, as the case may be, or to interfere in
any way with the right of the Corporation or a related corporation to
terminate the Optionee's service at any time.
(g) A certificate or certificates for shares of Common Stock acquired
upon exercise of an Option shall be issued in the name of the Optionee ( or
his beneficiary) and distributed to the Optionee (or his beneficiary) as
soon as practicable following receipt of notice of exercise and payment of
the purchase price.
8. Change of Control
-----------------
(a) Except as provided in Section 8(b) herein, in the event of a
Change of Control (as defined in Section 8(c) herein), all Options
outstanding as of the date of such Change of Control shall become fully
exercisable, whether or not then otherwise exercisable.
(b) Notwithstanding the foregoing, in the event of a merger, share
exchange, reorganization or other business combination affecting the
Corporation or a related corporation, the Committee may, in its sole and
absolute discretion, determine that any or all Options granted pursuant to
the Plan shall not become exercisable on an accelerated basis, if the Board
of Directors or the surviving or acquiring corporation, as the case may be,
shall have taken such action, including but not limited to the assumption
of Options granted under the Plan or the grant of substitute options or
awards, as in the opinion of the Committee is equitable or appropriate to
protect the rights and interests of participants under the Plan. For the
purposes herein, the Committee authorized to make the determinations
provided for in this Section 8(b) shall be appointed by the Board of
Directors, two-thirds of the members of which shall have been Directors of
the Corporation prior to the merger, share exchange, reorganization or
other business combination affecting the Corporation or a related
corporation.
(c) For the purposes herein, as "Change of Control" shall be deemed
to have occurred on the earliest of the following dates:
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<PAGE>
(i) The date any entity or person shall have become the
beneficial owner of, or shall have obtained voting control over,
thirty percent (30%) or more of the outstanding Common Stock of the
Corporation;
(ii) The date the shareholders of the Corporation approve a
definitive agreement (A) to merge or consolidate the Corporation with
or into another corporation, in which the Corporation is not the
continuing or surviving corporation or pursuant to which any shares of
Common Stock of the Corporation would be converted into cash,
securities or other property of another corporation, other than a
merger of the Corporation in which holders of Common Stock immediately
prior to the merger have the same proportionate ownership of Common
Stock of the surviving corporation immediately after the merger as
immediately before, or (B) to sell or otherwise dispose of all or
substantially all the assets of the Corporation; or
(iii) The date there shall have been a change in a majority of
the Board of Directors of the Corporation within a twelve-month period
unless the nomination for election by the Corporation's shareholders
of each new director was approved by the vote of two-thirds of the
directors then still in office who were in office at the beginning of
the twelve-month period.
For the purposes herein, the term "person" shall mean any individual,
corporation, partnership, group, association or other person, as such term
is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act,
other than the Corporation, a subsidiary of the Corporation or any employee
benefit plan(s) sponsored or maintained by the Corporation or any
subsidiary thereof, and the term "beneficial owner" shall have the meaning
given the term in Rule 13d-3 under the Exchange Act.
9. Nontransferability of Options and Shares
----------------------------------------
Incentive Options granted pursuant to the Plan shall not be transferable
(including by pledge or hypothecation) other than by will or the laws of
intestate succession or pursuant to a qualified domestic relations order, as
defined by the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or the rules thereunder. Nonqualified Options
granted pursuant to the Plan shall not be transferable (including by pledge or
hypothecation) other than by will or the laws of intestate succession or
pursuant to a qualified domestic relations order, as defined by the Code or
Title I of ERISA or the rules thereunder, except as may be permitted by the
Committee in a manner consistent with the registration provisions of the
Securities Act of 1933, as amended (the "Securities Act"). An Option shall be
exercisable during the Optionee's lifetime only by him. To the extent required
by Section 16 of the Exchange Act, shares acquired upon the exercise of an
Option shall not, without the consent of the Committee, be transferable
(including by pledge or hypothecation) until the expiration of six months after
the date the Option was granted.
10. Dilution or Other Adjustments
-----------------------------
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<PAGE>
If there is any change in the outstanding shares of Common Stock of the
Corporation as a result of a merger, consolidation, reorganization, stock
dividend, stock split distributable in shares, or other change in the capital
stock structure of the Corporation, the Committee shall make such adjustments to
Options, the number of shares reserved for issuance and issuable under the Plan,
and any provisions of this Plan as the Committee deems equitable to prevent
dilution or enlargement of Options or otherwise advisable to reflect such
change.
11. Withholding
-----------
The Corporation shall require any recipient of shares pursuant to the
exercise of an Option to pay to the Corporation in cash the amount of any tax or
other amount required by any governmental authority to be withheld and paid over
by the Corporation to such authority for the account of such Optionee.
Notwithstanding the foregoing, the Optionee may satisfy such obligation in whole
or in part, and any other local, state or federal income tax obligations
relating to the exercise of an Option, by electing (the "Election") to have the
Corporation withhold shares of Common Stock from the shares to which the
Optionee is entitled. The number of shares to be withheld shall have a fair
market value (determined in accordance with Section 6(b)(ii)) as of the date
that the amount of tax to be withheld is determined (the "Tax Date") as nearly
equal as possible to (but not exceeding) the amount of such obligations being
satisfied. Each Election must be made in writing to the Committee prior to the
Tax Date in accordance with election procedures established by the Committee.
12. Certain Definitions
-------------------
For purposes of the Plan, the following terms shall have the meaning
indicated:
(a) "Related corporation" means any parent, subsidiary or predecessor
of the Corporation.
(b) "Parent" or "parent corporation" shall mean any corporation
(other than the Corporation) in an unbroken chain of corporations ending
with the Corporation if, at the time that the Option is granted, each
corporation other than the Corporation owns stock possessing fifty percent
or more of the total combined voting power of all classes of stock in
another corporation in the chain.
(c) "Subsidiary" or "subsidiary corporation" means any corporation
(other than the Corporation) in an unbroken chain of corporations beginning
with the Corporation if, at the time that the Option is granted, each
corporation other than the last corporation in the unbroken chain owns
stock possessing fifty percent or more of the total combined voting power
of all classes of stock in another corporation in the chain.
(d) "Predecessor" or "predecessor corporation" means a corporation
which was a party to a transaction described in Section 424(a) of the Code
(or which would be so described if a substitution or assumption under that
Section had occurred) with the Corporation, or a corporation which is a
parent or subsidiary of the Corporation, or a predecessor of any such
corporation.
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<PAGE>
In general, terms used in the Plan shall, where appropriate, be given the
meaning ascribed to them under the provisions of the Code applicable to
incentive stock options.
13. Stock Option Agreement
----------------------
The grant of any Option under the Plan shall be evidenced by the execution
of an agreement (the "Agreement") between the Corporation and the Optionee.
Such Agreement shall set forth the date of grant of the Option, the Option
price, the Option period, the designation of the Option as an Incentive Option
or a Nonqualified Option, and the time or times when and the conditions upon the
happening of which the Option shall become exercisable. Such Agreement shall
also set forth the restrictions, if any, with respect to which the shares to be
purchased thereunder shall be subject, and such other terms and conditions as
the Committee shall determine which are consistent with the provisions of the
Plan and applicable law and regulations.
14. Restrictions on Shares
----------------------
The Corporation may impose such restrictions on any shares acquired upon
exercise of Options granted under the Plan as it may deem advisable, including,
without limitation, restrictions necessary to ensure compliance with the
Securities Act, under the requirements of any applicable self-regulatory
organization and under any blue sky or state securities laws applicable to such
shares. Notwithstanding any other Plan provision to the contrary, the
Corporation shall not be obligated to issue, deliver or transfer shares of
Common Stock under the Plan or take any other action, unless such action is in
compliance with all applicable laws, rules and regulations (including but not
limited to the requirements of the Securities Act). The Corporation may cause a
restrictive legend to be placed on any certificate issued pursuant to the
exercise of an Option in such form as may be prescribed from time to time by
applicable laws and regulations or as may be advised by legal counsel to the
Corporation.
15. Amendment or Termination
------------------------
The Plan may be amended or terminated at any time by action of the Board;
provided, that:
(a) Any amendment which would (i) materially increase the aggregate
number of shares which may be issued under the Plan (other than changes as
described in Section 10), or (ii) materially change the requirements for
eligibility to receive Options under the Plan shall be made only with the
approval of the shareholders of the Corporation.
(b) No outstanding Option shall be amended or terminated (i) without
the consent of the Optionee if such amendment or termination would
adversely affect the Optionee's rights with respect to such Option; and
(ii) if the Option is an Incentive Option, without the opinion of legal
counsel to the Corporation that such amendment or termination will not
constitute a "modification" within the meaning of Section 424 of the Code
if the Committee determines such an opinion is necessary.
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16. Applicable Law
--------------
Except as otherwise provided herein, the Plan shall be construed and
enforced according to the laws of the State of Georgia.
17. Section 16(b) Compliance
------------------------
To the extent that participants in the Plan are subject to Section 16(b) of
the Exchange Act, it is the general intention of the Corporation that
transactions under the Plan shall comply with Rule 16b-3 under the Exchange Act
and, unless the Committee shall determine otherwise, if any Plan provision is
later found not to be in compliance with Section 16 of the Exchange Act, the
provision shall be deemed null and void in order for the Plan to be construed in
favor of Plan transactions meeting the requirements of Rule 16b-3 or successor
rules applicable to the Plan. Notwithstanding anything in the Plan to the
contrary, the Committee may bifurcate the Plan so as to restrict, limit or
condition the use of any provision of the Plan to participants who are officers
or directors subject to Section 16 of the Exchange Act without so restricting,
limiting or conditioning the Plan with respect to other participants.
18. Unfunded Plan; Retirement Plans
-------------------------------
(a) Neither a participant nor any other person shall, by reason of the
Plan, acquire any right in or title to any assets, funds or property of the
Corporation or any related corporation, including, without limitation, any
specific funds, assets or other property which the Corporation or any related
corporation, in their discretion, may set aside in anticipation of a liability
under the Plan. A participant shall have only a contractual right to the Common
Stock issuable under the Plan, unsecured by any assets of the Corporation or any
related corporation. Nothing contained in the Plan shall constitute a guarantee
that the assets of such corporations shall be sufficient to pay any benefits to
any person.
(b) In no event shall any amounts accrued, distributable or payable under
the Plan be treated as compensation for the purpose of determining the amount of
contributions or benefits to which any person shall be entitled under any
retirement plan sponsored by the Corporation or a related corporation that is
intended to be a qualified plan within the meaning of Section 401(a) of the
Code.
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IN WITNESS WHEREOF, this Premier Bancshares, Inc. 1997 Stock Option Plan,
as amended and restated, is, by the authority of the Board of Directors of the
Corporation, executed in behalf of the Corporation, effective the 1st day of
July, 1998.
PREMIER BANCSHARES, INC.
By: /s/ Darrell D. Pittard
----------------------------
Darrell D. Pittard
Chairman of the Board and
Chief Executive Officer
Attest:
Barbara Burtt, Secretary
[Corporate Seal]
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