<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on
June 5, 1998
Registration No.
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________________________
AMERIANA BANCORP
- -------------------------------------------------------
(Exact name of Registrant as Specified in Its Charter)
Indiana 35-1782688
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2118 Bundy Avenue
New Castle, Indiana 47362-1048
----------------------------------------
(Address of Principal Executive Offices)
Ameriana Bancorp
1996 Stock Option and Incentive Plan As Amended
-----------------------------------------------
(Full Title of the Plan)
Harry J. Bailey, President
Ameriana Bancorp
2118 Bundy Avenue
New Castle, Indiana 47362-1048
--------------------------------------
(Name and Address of Agent For Service)
(317) 529-2230
- -------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to:
K. Scott Fife, Esquire
Housley Kantarian & Bronstein, P.C.
1220 19th Street N.W., Suite 700
Washington, D.C. 20036
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================
Title of Each Proposed Maximum Proposed Maximum Amount of
Class of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 160,000 (1) (2) (2) $932.20
==========================================================================================
<FN>
(1) Maximum number of additional shares issuable under the 1997 Amendment to the Ameriana
Bancorp 1996 Stock Option and Incentive Plan, as such amount may be increased in
accordance with said plan in the event of a merger, consolidation, recapitalization,
stock dividend, stock split or similar event involving the Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia, based upon the
average of the high and low selling prices of the common stock of the Registrant as
reported on the National Association of Securities Dealers Automated Quotation,
National Market System ("NMS") on May 29, 1998 of $19.75 per share ($3,160,000 in the
aggregate).
</FN>
/TABLE
<PAGE>
<PAGE>
This new registration statement on Form S-8 registers 160,000
additional shares of common stock of the registrant as a
supplement to the registrant's existing registration statement
on Form S-8, Commission File No. 333-04013, which registered
175,000 shares of such stock. In accordance with General
Instruction E to Form S-8, this registration statement
incorporates by reference the contents of that registration
statement. <PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of New Castle, State of
Indiana, on May 21, 1998.
AMERIANA BANCORP
By:/s/ Harry J. Bailey
------------------------
Harry J. Bailey
President
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned Directors of Ameriana Bancorp, hereby
severally constitute and appoint Harry J. Bailey, with full
power of substitution, our true and lawful attorney and
agent, to do any and all things in our names in the capacities
indicated below which said Harry J. Bailey may deem necessary or
advisable to enable Ameriana Bancorp, Inc. to comply with
the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission, in connection with the registration of Ameriana
Bancorp common stock, including specifically, but not limited
to, power and authority to sign for us in our names in the
capacities indicated below, the Registration Statement and any
and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that said Harry J.
Bailey shall do or cause to be done by virtue thereof.
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.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- -----
<S> <C> <C>
/s/ Paul W. Prior Chairman of the Board May 21, 1998
- ---------------------------
Paul W. Prior
/s/ Harry J. Bailey President, Chief Executive Officer May 21, 1998
- --------------------------- (Principal Executive Officer)
Harry J. Bailey
/s/ Richard E. Welling Senior Vice President and
- --------------------------- Chief Financial Officer May 21, 1998
Richard E. Welling (Principal Financial and
Accounting Officer)
/s/ Donald C. Danielson Director May 21, 1998
- ---------------------------
Donald C. Danielson
/s/ Charles M. Drackett, Jr. Director May 21, 1998
- ----------------------------
Charles M. Drackett, Jr.
<PAGE>
/s/ R. Scott Hayes Director May 21, 1998
- ----------------------------
R. Scott Hayes
/s/ Michael E. Kent Director May 21, 1998
- ----------------------------
Michael E. Kent
/s/ Ronald R. Pritzke Director May 21, 1998
- ----------------------------
Ronald R. Pritzke
</TABLE>
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
5 Opinion of Housley Kantarian & Bronstein, P.C. as
to the legality of the Common Stock being
registered
23.1 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5)
23.2 Consent of Olive LLP
24 Power of Attorney (contained in the signature
page to this registration statement)
99.1 Ameriana Bancorp 1996 Stock Option and Incentive
Plan as Amended
99.2 Form of Stock Option Agreement to be entered
into with Optionees with respect to Incentive
Stock Options granted under the Ameriana Bancorp
1996 Stock Option and Incentive Plan as Amended
99.3 Form of Stock Option Agreement to be entered into
with Optionees with respect to Non-Incentive
Stock Options granted under the Ameriana Bancorp
1996 Stock Option and Incentive Plan as Amended
99.4 Form of Agreement to be entered into with
Optionees with respect to Stock Appreciation
Rights granted under the Ameriana Bancorp 1996
Stock Option and Incentive Plan as Amended
June 5, 1998
Board of Directors
Ameriana Bancorp
2118 Bundy Avenue
New Castle, Indiana 47362
Re: Registration Statement on Form S-8
-------------------------------------------------
Ameriana Bancorp 1996 Stock Option and Incentive
Plan As Amended
Gentlemen:
We have acted as special counsel to Ameriana Bancorp, an
Indiana corporation (the "Company"), in connection with the
preparation of the Registration Statement on Form S-8 filed with
the Securities and Exchange Commission (the "Registration
Statement") under the Securities Act of 1933, as amended,
relating to an additional 160,000 shares of common stock, par
value $1.00 per share (the "Common Stock") of the Company which
may be issued pursuant to the 1997 Amendment to the Ameriana
Bancorp 1996 Stock Option and Incentive Plan, as Amended (the
"Plan"), all as more fully described in the Registration
Statement. You have requested the opinion of this firm with
respect to certain legal aspects of the proposed offering.
We have examined such documents, records and matters of law
as we have deemed necessary for purposes of this opinion and
based thereon, we are of the opinion that the Common Stock when
issued pursuant to and in accordance with the terms of the Plan
will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement on Form S-8 and to references to
our firm included under the caption "Legal Opinion" in the
Prospectus which is part of the Registration Statement.
Very truly yours,
Housley Kantarian & Bronstein, P.C.
By: /s/ J. Mark Poerio
-------------------------------
J. Mark Poerio, Esquire
[OLIVE LLP LETTERHEAD]
Board of Directors
Ameriana Bancorp
New Castle, Indiana
We consent to the incorporation by reference in this
registration statement on Form S-8 of our report dated
February 6, 1998, except for the second paragraph of note 2, as
to which the date is February 27, 1998, on the consolidated
financial statements of Ameriana Bancorp and subsidiaries as of
December 31, 1997 and 1996, and for each of the three years in
the period ended December 31, 1997, which report was included in
Ameriana Bancorp's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997, and to the reference to our firm
under the caption "Experts."
/s/ Olive LLP
Olive LLP
Indianapolis, Indiana
June 1, 1998
<PAGE>
AMERIANA BANCORP
1996 STOCK OPTION AND INCENTIVE PLAN AS AMENDED *
1. PURPOSE OF THE PLAN.
The purpose of this Plan is to advance the interests of the
Company through providing select key Employees and
Directors of the Company and its Affiliates with the
opportunity to acquire Shares. By encouraging such stock
ownership, the Company seeks to attract, retain and
motivate the best available personnel for positions of
substantial responsibility and to provide additional
incentive to Directors and key Employees of the Company or
any Affiliate to promote the success of the business.
2. DEFINITIONS.
As used herein, the following definitions shall apply.
(a) "Affiliate" shall mean any "parent corporation" or
"subsidiary corporation" of the Company, as such terms
are defined in Section 424(e) and (f), respectively,
of the Code.
(b) "Agreement" shall mean a written agreement entered
into in accordance with Paragraph 5(c).
(c) "Awards" shall mean, collectively, Options, SARs, and
Deferred Stock Awards (unless the context clearly
indicates a different meaning).
(d) "Board" shall mean the Board of Directors of the
Company.
(e) "Code" shall mean the Internal Revenue Code of 1986,
as amended.
(f) "Committee" shall mean the Stock Option Committee
appointed by the Board in accordance with Paragraph
5(a) hereof.
(g) "Common Stock" shall mean the common stock of the
Company.
(h) "Company" shall mean Ameriana Bancorp.
(i) "Continuous Service" shall mean the absence of any
interruption or termination of service as an Employee
or Director of the Company or an Affiliate.
Continuous Service shall not be considered interrupted
in the case of sick leave, military leave or any other
leave of absence approved by the Company, in the case
of transfers between payroll locations of the Company
or between the Company, an Affiliate or a successor,
or in the case of a Director's performance of services
in an emeritus or advisory capacity.
(i-A) "Deferred Stock Award" shall mean an award made
pursuant to Paragraph 10A of the Plan.
(j) "Director" shall mean any member of the Board, and any
member of the board of directors of any Affiliate that
the Board has by resolution designated as being
eligible for participation in this Plan.
____________
* Includes the 1996 Amendment, 1997 Amendment, 1998 Amendment,
and Second 1998 Amendment.<PAGE>
<PAGE>
(k) "Disability" shall mean a physical or mental
condition, which in the sole and absolute discretion
of the Committee, is reasonably expected to be of
indefinite duration and to substantially prevent a
Participant from fulfilling his or her duties or
responsibilities to the Company or an Affiliate.
(l) "Effective Date" shall mean the date specified in
Paragraph 14 hereof.
(m) "Employee" shall mean any person employed by the
Company or an Affiliate.
(n) "Exercise Price" shall mean the price per Optioned
Share at which an Option or SAR may be exercised.
(o) "ISO" means an option to purchase Common Stock which
meets the requirements set forth in the Plan, and
which is intended to be and is identified as an
"incentive stock option" within the meaning of Section
422 of the Code.
(p) "Market Value" shall mean the fair market value of the
Common Stock, as determined under Paragraph 7(b)
hereof.
(q) "Non-Employee Director" shall have the meaning
provided in Rule 16b-3.
(r) "Non-ISO" means an option to purchase Common Stock
which meets the requirements set forth in the Plan but
which is not intended to be and is not identified as
an ISO.
(s) "Option" means an ISO and/or a Non-ISO.
(t) "Optioned Shares" shall mean Shares subject to an
Award granted pursuant to this Plan.
(u) "Participant" shall mean any person who receives an
Award pursuant to the Plan.
(v) "Plan" shall mean this Ameriana Bancorp 1996 Stock
Option and Incentive Plan.
(w) "Rule 16b-3" shall mean Rule 16b-3 of the General
Rules and Regulations under the Securities Exchange
Act of 1934, as amended.
(x) "Share" shall mean one share of Common Stock.
(y) "SAR" (or "Stock Appreciation Right") means a right to
receive the appreciation in value, or a portion of the
appreciation in value, of a specified number of shares
of Common Stock.
(z) "Year of Service" shall mean a full twelve-month
period, measured from the date of an Award and each
annual anniversary of that date, during which a
Participant has not terminated Continuous Service for
any reason.
3. TERM OF THE PLAN AND AWARDS.
(a) Term of the Plan. The Plan shall continue in effect
for a term of ten years from the Effective Date,
unless sooner terminated pursuant to Paragraph 16
hereof. No Award shall be granted under the Plan
after five years from the Effective Date.
(b) Term of Awards. The term of each Award granted under
the Plan shall be established by the Committee, but
shall not exceed 10 years; provided, however, that in
the case of an Employee who
2<PAGE>
<PAGE>
owns Shares representing more than 10% of the
outstanding Common Stock at the time an ISO is
granted, the term of such ISO shall not exceed five
years; and provided further that the term of a
Deferred Stock Award may exceed 10 years if the
Agreement granting the Deferred Stock Award
specifically provides for a term that expires no more
than 10 years after termination of a Participant's
Continuous Service.
4. SHARES SUBJECT TO THE PLAN.
(a) General Rule. Except as otherwise required under
Section 11, the aggregate number of Shares deliverable
pursuant to Awards shall not exceed 320,000(1) Shares.
Such Shares may either be (i) authorized but unissued
Shares, (ii) Shares held in treasury, or (iii) shares
held in a grantor trust maintained by the Company. If
any Awards should expire, become unexercisable, or be
forfeited for any reason without having been
exercised, the Optioned Shares shall, unless the Plan
shall have been terminated, be available for the grant
of additional Awards under the Plan.
(b) Special Rule for SARs. The number of Shares with
respect to which an SAR is granted, but not the number
of Shares which the Company delivers or could deliver
to an Employee or individual upon exercise of an SAR,
shall be charged against the aggregate number of
Shares remaining available under the Plan; provided,
however, that in the case of an SAR granted in
conjunction with an Option, under circumstances in
which the exercise of the SAR results in termination
of the Option and vice versa, only the number of
Shares subject to the Option shall be charged against
the aggregate number of Shares remaining available
under the Plan. The Shares involved in an Option as
to which option rights have terminated by reason of
the exercise of a related SAR, as provided in
Paragraph 10 hereof, shall not be available for the
grant of further Options under the Plan.
5. ADMINISTRATION OF THE PLAN.
(a) Composition of the Committee. The Plan shall be
administered by the Committee, which shall consist of
not less than two (2) members of the Board who are
Non-Employee Directors. Members of the Committee
shall serve at the pleasure of the Board. In the
absence at any time of a duly appointed Committee, the
Plan shall be administered by those members of the
Board who are Non-Employee Directors.
(b) Powers of the Committee. Except as limited by the
express provisions of the Plan or by resolutions
adopted by the Board, the Committee shall have sole
and complete authority and discretion (i) to select
Participants and grant Awards, (ii) to determine the
form and content of Awards to be issued in the form of
Agreements under the Plan, (iii) to interpret the
Plan, (iv) to prescribe, amend and rescind rules and
regulations relating to the Plan, and (v) to make
other determinations necessary or advisable for the
administration of the Plan. The Committee shall have
and may exercise such other power and authority as may
be delegated to it by the Board from time to time. A
majority of the entire Committee shall constitute a
quorum and the action of a majority of the members
present at any meeting at which a quorum is present,
or acts approved in writing by a majority of the
Committee without a meeting, shall be deemed the
action of the Committee.
<PAGE>
(c) Agreement. Each Award shall be evidenced by a written
agreement containing such provisions as may be
approved by the Committee. Each such Agreement shall
constitute a binding contract between the Company and
the Participant, and every Participant, upon
acceptance of such
___________
(1) Reflects four-for-three stock split in the form of a stock
dividend effective March 15, 1996.
3<PAGE>
<PAGE>
Agreement, shall be bound by the terms and
restrictions of the Plan and of such Agreement. The
terms of each such Agreement shall be in accordance
with the Plan, but each Agreement may include such
additional provisions and restrictions determined by
the Committee, in its discretion, provided that such
additional provisions and restrictions are not
inconsistent with the terms of the Plan. In
particular, the Committee shall set forth in each
Agreement (i) the Exercise Price of an Option or SAR,
(ii) the number of Shares subject to, and the
expiration date of, the Award, (iii) the manner, time
and rate (cumulative or otherwise) of exercise or
vesting of such Award, and (iv) the restrictions, if
any, to be placed upon such Award, or upon Shares
which may be issued upon exercise of such Award.
The Chairman of the Committee and such other Directors
and officers as shall be designated by the Committee
are hereby authorized to execute Agreements on behalf
of the Company and to cause them to be delivered to
the recipients of Awards.
(d) Effect of the Committee's Decisions. All decisions,
determinations and interpretations of the Committee
shall be final and conclusive on all persons affected
thereby.
(e) Indemnification. In addition to such other rights of
indemnification as they may have, the members of the
Committee shall be indemnified by the Company in
connection with any claim, action, suit or proceeding
relating to any action taken or failure to act under
or in connection with the Plan or any Award, granted
hereunder to the full extent provided for under the
Company's governing instruments with respect to the
indemnification of Directors.
6. GRANT OF OPTIONS.
(a) General Rule. The Committee shall make the Awards
required under Paragraph 9 of this Plan, and shall
otherwise have the discretion to make Awards only to
Employees (including Employees who are Directors) to
Directors, and to directors of Affiliates. In
selecting those Employees to whom Awards will be
granted and the number of shares covered by such
Awards, the Committee shall consider the position,
duties and responsibilities of the eligible
individuals, the value of their services to the
Company and its Affiliates, and any other factors the
Committee may deem relevant.
(b) Special Rules for ISOs. The aggregate Market Value,
as of the date the Option is granted, of the Shares
with respect to which ISOs are exercisable for the
first time by an Employee during any calendar year
(under all incentive stock option plans, as defined in
Section 422 of the Code, of the Company or any present
or future Affiliate of the Company) shall not exceed
$100,000. Notwithstanding the foregoing, the
Committee may grant Options in excess of the foregoing
limitations, in which case such Options granted in
excess of such limitation shall be Options which are
Non-ISOs.
7. EXERCISE PRICE FOR OPTIONS.
(a) Limits on Committee Discretion. The Exercise Price as
to any particular Option shall not be less than 50%
(100% for ISOs) of the Market Value of the Optioned
Shares on the date of grant. In the case of an
Employee who owns Shares representing more than 10% of
the Company's outstanding Shares of Common Stock at
the time an ISO is granted, the Exercise Price shall
not be less than 110% of the Market Value of the
Optioned Shares at the time the ISO is granted.
(b) Standards for Determining Exercise Price. If the
Common Stock is listed on a national securities
exchange (including the NASDAQ National Market System)
on the date in question, then the Market Value per
Share shall be the average of the highest and lowest
selling price on such
4<PAGE>
<PAGE>
exchange on such date, or if there were no sales on
such date, then the Exercise Price shall be the mean
between the bid and asked price on such date. If the
Common Stock is traded otherwise than on a national
securities exchange on the date in question, then the
Market Value per Share shall be the mean between the
bid and asked price on such date, or, if there is no
bid and asked price on such date, then on the next
prior business day on which there was a bid and asked
price. If no such bid and asked price is available,
then the Market Value per Share shall be its fair
market value as determined by the Committee, in its
sole and absolute discretion.
8. EXERCISE OF OPTIONS.
(a) Generally. Any Option granted hereunder shall be
exercisable at such times and under such conditions as
shall be permissible under the terms of the Plan and
of the Agreement granted to a Participant. An Option
may not be exercised for a fractional Share.
(b) Procedure for Exercise. A Participant may exercise
Options, subject to provisions relative to its
termination and limitations on its exercise, only by
(1) written notice of intent to exercise the Option
with respect to a specified number of Shares, and (2)
payment to the Company (contemporaneously with
delivery of such notice) in cash, in Common Stock, or
a combination of cash and Common Stock, of the amount
of the Exercise Price for the number of Shares with
respect to which the Option is then being exercised.
Each such notice (and payment where required) shall be
delivered, or mailed by prepaid registered or
certified mail, addressed to the Treasurer of the
Company at the Company's executive offices. Common
Stock utilized in full or partial payment of the
Exercise Price for Options shall be valued at its
Market Value at the date of exercise, and may consist
of Shares subject to the Option being exercised. Upon
a Participant's exercise of an Option, the Company
may, in the discretion of the Committee, pay to the
Participant a cash amount up to but not exceeding the
amount of dividends, if any, declared on the
underlying Shares between the date of grant and the
date of exercise of the Option.
(c) Period of Exercisability. Except to the extent
otherwise provided in the terms of an Agreement, an
Option may be exercised by a Participant only while he
is an Employee and has maintained Continuous Service
from the date of the grant of the Option, or within
three months after termination of such Continuous
Service (but not later than the date on which the
Option would otherwise expire), except if the
Employee's Continuous Service terminates by reason of
--
(1) "Just Cause" which for purposes hereof shall
have the meaning set forth in any unexpired
employment or severance agreement between the
Participant and the Company (and, in the absence
of any such agreement, shall mean termination
because of the Employee's personal dishonesty,
incompetence, willful misconduct, breach of
fiduciary duty involving personal profit,
intentional failure to perform stated duties,
willful violation of any law, rule or regulation
(other than traffic violations or similar
offenses) or final cease-and-desist order), then
the Participant's rights to exercise such Option
shall expire on the date of such termination;
(2) death, then to the extent that the Participant
would have been entitled to exercise the Option
immediately prior to his death, such Option of
the deceased Participant may be exercised within
two years from the date of his death (but not
later than the date on which the Option would
otherwise expire) by the personal
representatives of his estate or person or
persons to whom his rights under such Option
shall have passed by will or by laws of descent
and distribution;
5<PAGE>
<PAGE>
(3) Disability, then to the extent that the
Participant would have been entitled to exercise
the Option immediately prior to his or her
Disability, such Option may be exercised within
one year from the date of termination of
employment due to Disability, but not later than
the date on which the Option would otherwise
expire.
(d) Effect of the Committee's Decisions. The Committee's
determination whether a Participant's Continuous
Service has ceased, and the effective date thereof,
shall be final and conclusive on all persons affected
thereby.
(e) Six-Month Holding Period. Notwithstanding any other
provision of this Plan to the contrary, Common Stock
that is purchased upon exercise of an Option or SAR
may not be sold within the six-month period following
the grant date of that Option or SAR, except in the
event of the Participant's death or Disability, or
such other event as the Board may specifically deem
appropriate.
9. GRANTS OF OPTIONS TO NON-EMPLOYEE DIRECTORS.
(a) Automatic Grants. Notwithstanding any other
provisions of this Plan, each Director who is not an
Employee but is a Director on the Effective Date shall
receive, on said date, Non-ISOs to purchase
8,000(2) Shares. The Exercise Price per Share will be
equal to the Market Value of a Share on the date of
grant. Each Director who joins the Board after the
Effective Date and who is not then an Employee shall
receive, on the date of joining the Board, Non-ISOs to
purchase 8,0002 of the Shares reserved under Paragraph
4(a) of the Plan, at an Exercise Price per Share equal
to its Market Value on the date of grant.
(b) Terms of Exercise. Options received under the
provisions of this Paragraph may be exercised from
time to time by (a) written notice of intent to
exercise the Option with respect to all or a specified
number of the Optioned Shares, and (b) payment to the
Company (contemporaneously with the delivery of such
notice), in cash, in Common Stock, or a combination of
cash and Common Stock, of the amount of the Exercise
Price for the number of the Optioned Shares with
respect to which the Option is then being exercised.
Each such notice and payment shall be delivered, or
mailed by prepaid registered or certified mail,
addressed to the Treasurer of the Company at the
Company's executive offices. A Director who exercises
Options pursuant to this Paragraph may satisfy all
applicable federal, state and local income and
employment tax withholding obligations, in whole or in
part, by irrevocably electing to have the Company
withhold shares of Common Stock, or to deliver to the
Company shares of Common Stock that he already owns,
having a value equal to the amount required to be
withheld; provided that to the extent not inconsistent
herewith, such election otherwise complies with those
requirements of Paragraphs 8 and 19 hereof.
Options granted under this Paragraph shall become
exercisable on the date that the Plan receives
stockholder approval pursuant to Paragraph 14 hereof.
Such Options shall have a term of ten years and expire
one year after the date on which a Director terminates
Continuous Service on the Board, but in no event later
than the date on which such Options would otherwise
expire. In the event of such Director's death during
the term of his directorship, Options granted under
this Paragraph shall become immediately exercisable,
and may be exercised within two years from the date of
his death by the personal representatives of his
estate or person or persons to whom his rights under
such Option shall have passed by will or by laws of
descent and distribution, but in no event later than
the date on which such Options would otherwise expire.
In the event of such Director's Disability
____________
(2) Reflects four-for-three stock split in the form of a stock
dividend effective March 15, 1996.
6<PAGE>
<PAGE>
during his or her directorship, the Director's Option
shall become immediately exercisable, and such Option
may be exercised within one year of the termination of
directorship due to Disability, but not later than the
date that the Option would otherwise expire. Unless
otherwise inapplicable or inconsistent with the
provisions of this Paragraph, the Options to be
granted to Directors hereunder shall be subject to all
other provisions of this Plan.
(c) Effect of the Committee's Decisions. The Committee's
determination whether a Participant's Continuous
Service has ceased, and the effective date thereof,
shall be final and conclusive on all persons affected
thereby.
10. SARS (STOCK APPRECIATION RIGHTS).
(a) Granting of SARs. In its sole discretion, the
Committee may from time to time grant SARs to
Employees either in conjunction with, or independently
of, any Options granted under the Plan. An SAR
granted in conjunction with an Option may be an
alternative right wherein the exercise of the Option
terminates the SAR to the extent of the number of
shares purchased upon exercise of the Option and,
correspondingly, the exercise of the SAR terminates
the Option to the extent of the number of Shares with
respect to which the SAR is exercised. Alternatively,
an SAR granted in conjunction with an Option may be an
additional right wherein both the SAR and the Option
may be exercised. An SAR may not be granted in
conjunction with an ISO under circumstances in which
the exercise of the SAR affects the right to exercise
the ISO or vice versa, unless the SAR, by its terms,
meets all of the following requirements:
(1) The SAR will expire no later than the ISO;
(2) The SAR may be for no more than the difference
between the Exercise Price of the ISO and the
Market Value of the Shares subject to the ISO at
the time the SAR is exercised;
(3) The SAR is transferable only when the ISO is
transferable, and under the same conditions;
(4) The SAR may be exercised only when the ISO may
be exercised; and
(5) The SAR may be exercised only when the Market
Value of the Shares subject to the ISO exceeds
the Exercise Price of the ISO.
(b) Exercise Price. The Exercise Price as to any
particular SAR shall not be less than the Market Value
of the Optioned Shares on the date of grant.
(c) Timing of Exercise. Any election by a Participant to
exercise SARs shall be made during the period
beginning on the 3rd business day following the
release for publication of quarterly or annual
financial information and ending on the 12th business
day following such date. This condition shall be
deemed to be satisfied when the specified financial
data is first made publicly available. In no event,
however, may an SAR be exercised within the six-month
period following the date of its grant.
The provisions of Paragraph 8(c) regarding the period
of exercisability of Options are incorporated by
reference herein, and shall determine the period of
exercisability of SARs.
(d) Exercise of SARs. An SAR granted hereunder shall be
exercisable at such times and under such conditions as
shall be permissible under the terms of the Plan and
of the Agreement granted to a Participant, provided
that an SAR may not be exercised for a fractional
Share. Upon exercise of
7 <PAGE>
<PAGE>
an SAR, the Participant shall be entitled to receive,
without payment to the Company except for applicable
withholding taxes, an amount equal to the excess of
(or, in the discretion of the Committee if provided in
the Agreement, a portion of the excess of) the then
aggregate Market Value of the number of Optioned
Shares with respect to which the Participant exercises
the SAR, over the aggregate Exercise Price of such
number of Optioned Shares. This amount shall be
payable by the Company, in the discretion of the
Committee, in cash or in Shares valued at the then
Market Value thereof, or any combination thereof.
(e) Procedure for Exercising SARs. To the extent not
inconsistent herewith, the provisions of Paragraph
8(b) as to the procedure for exercising Options are
incorporated by reference, and shall determine the
procedure for exercising SARs.
10A. DEFERRED STOCK AWARDS
The Committee may in its discretion make Deferred Stock
Awards, to Employees who are highly compensated within the
meaning of Title I of the Employee Retirement Income
Security Act of 1974 as amended, in the form of Shares that
will be transferred to such Employees only upon
satisfaction of (i) any terms and conditions set forth in
the Agreement effecting the Deferred Stock Award, and (ii)
the requirements of Paragraph 19 of the Plan.
11. EFFECT OF CHANGES IN COMMON STOCK SUBJECT TO THE PLAN.
(a) Recapitalizations; Stock Splits, Etc. The number and
kind of shares reserved for issuance under the Plan,
and the number and kind of shares subject to
outstanding Awards, and the Exercise Price thereof,
shall be proportionately adjusted for any increase,
decrease, change or exchange of Shares for a different
number or kind of shares or other securities of the
Company which results from a merger, consolidation,
recapitalization, reorganization, reclassification,
stock dividend, split-up, combination of shares, or
similar event in which the number or kind of shares is
changed without the receipt or payment of
consideration by the Company.
(b) Transactions in which the Company is Not the Surviving
Entity. In the event of (i) the liquidation or
dissolution of the Company, (ii) a merger or
consolidation in which the Company is not the
surviving entity, or (iii) the sale or disposition of
all or substantially all of the Company's assets (any
of the foregoing to be referred to herein as a
"Transaction"), all outstanding Awards, together with
the Exercise Prices thereof, shall be equitably
adjusted for any change or exchange of Shares for a
different number or kind of shares or other securities
which results from the Transaction.
(c) Special Rule for ISOs. Any adjustment made pursuant
to subparagraphs (a) or (b)(1) hereof shall be made in
such a manner as not to constitute a modification,
within the meaning of Section 424(h) of the Code, of
outstanding ISOs.
(d) Conditions and Restrictions on New, Additional, or
Different Shares or Securities. If, by reason of any
adjustment made pursuant to this Paragraph, a
Participant becomes entitled to new, additional, or
different shares of stock or securities, such new,
additional, or different shares of stock or securities
shall thereupon be subject to all of the conditions
and restrictions which were applicable to the Shares
pursuant to the Award before the adjustment was made.
(e) Other Issuances. Except as expressly provided in this
Paragraph, the issuance by the Company or an Affiliate
of shares of stock of any class, or of securities
convertible into Shares or stock of another class, for
cash or property or for labor or services either upon
direct sale or upon the exercise of rights or warrants
to subscribe therefor, shall not affect, and no
adjustment shall be
8<PAGE>
<PAGE>
made with respect to, the number, class, or Exercise
Price of Shares then subject to Awards or reserved for
issuance under the Plan.
(f) Certain Special Dividends. The Exercise Price of
shares subject to outstanding Awards shall be
proportionately adjusted upon the payment of a special
large and nonrecurring dividend that has the effect of
a return to capital to the stockholders, except that
this subparagraph (f) shall not apply to any dividend
which is paid to the Participant pursuant to Paragraph
8(b) hereof.
12. NON-TRANSFERABILITY OF AWARDS.
Awards may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will
or by the laws of descent and distribution. Notwithstanding
any other provision of this Plan to the contrary, to the
extent permissible under Rule 16b-3, a Participant who is
granted Non-ISOs pursuant to this Plan may transfer such
Non-ISOs to his or her spouse, lineal ascendants, lineal
descendants, or to a duly established trust, provided that
Non-ISOs so transferred may not again be transferred other
than to the Participant originally receiving the grant of
Non-ISOs or to an individual or trust to whom such
Participant could have transferred Non-ISOs pursuant to
this Section 12. Non-ISOs which are transferred pursuant
to this Section 12 shall be exercisable by the transferee
subject to the same terms and conditions as would have
applied to such Non-ISOs in the hands of the Participant
originally receiving the grant of such Non-ISOs.
13. TIME OF GRANTING AWARDS.
The date of grant of an Award shall, for all purposes, be
the later of the date on which the Committee makes the
determination of granting such Award, and the Effective
Date. Notice of the determination shall be given to each
Participant to whom an Award is so granted within a
reasonable time after the date of such grant.
14. EFFECTIVE DATE.
The Plan shall become effective immediately upon its
approval by the Board, provided that the effectiveness of
the Plan and any Awards granted pursuant to the Plan shall
be contingent upon a favorable vote of stockholders owning
at least a majority of the total votes present, or
represented, and entitled to be cast at a duly called
meeting of the Company's stockholders held in accordance
with applicable laws.
15. MODIFICATION OF AWARDS.
At any time, and from time to time, the Board may authorize
the Committee to direct execution of an instrument
providing for the modification of any outstanding Award,
provided no such modification shall confer on the holder of
said Award any right or benefit which could not be
conferred on him by the grant of a new Award at such time,
or impair the Award without the consent of the holder of
the Award.
16. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may from time to time amend the terms of the Plan
and, with respect to any Shares at the time not subject to
Awards, suspend or terminate the Plan.
No amendment, suspension or termination of the Plan shall,
without the consent of any affected holders of an Award,
alter or impair any rights or obligations under any Award
theretofore granted.
9<PAGE>
<PAGE>
17. CONDITIONS UPON ISSUANCE OF SHARES.
(a) Compliance with Securities Laws. Shares of Common
Stock shall not be issued with respect to any Award
unless the issuance and delivery of such Shares shall
comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as
amended, the rules and regulations promulgated
thereunder, any applicable state securities law, and
the requirements of any stock exchange upon which the
Shares may then be listed.
(b) Special Circumstances. The inability of the Company
to obtain approval from any regulatory body or
authority deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any
Shares hereunder shall relieve the Company of any
liability in respect of the non-issuance or sale of
such Shares. As a condition to the exercise of an
Option or SAR, the Company may require the person
exercising the Option or SAR to make such
representations and warranties as may be necessary to
assure the availability of an exemption from the
registration requirements of federal or state
securities law.
(c) Committee Discretion. The Committee shall have the
discretionary authority to impose in Agreements such
restrictions on Shares as it may deem appropriate or
desirable, including but not limited to the authority
to impose a right of first refusal or to establish
repurchase rights or both of these restrictions.
18. RESERVATION OF SHARES.
The Company, during the term of the Plan, will reserve and
keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
19. WITHHOLDING TAX.
The Company's obligation to deliver Shares upon exercise of
Options and/or SARs shall be subject to the Participant's
satisfaction of all applicable federal, state and local
income and employment tax withholding obligations. The
Committee, in its discretion, may permit the Participant to
satisfy the obligation, in whole or in part, by irrevocably
electing to have the Company withhold Shares, or to deliver
to the Company Shares that he already owns, having a value
equal to the amount required to be withheld. The value of
the Shares to be withheld, or delivered to the Company,
shall be based on the Market Value of the Shares on the
date the amount of tax to be withheld is to be determined.
As an alternative, the Company may retain, or sell without
notice, a number of such Shares sufficient to cover the
amount required to be withheld.
20. NO EMPLOYMENT OR OTHER RIGHTS.
In no event shall an Employee's or Director's eligibility
to participate or participation in the Plan create or be
deemed to create any legal or equitable right of the
Employee, Director, or any other party to continue service
with the Company or any Affiliate of such corporation.
Except to the extent provided in Paragraphs 6(b) and 9(a),
no Employee or Director shall have a right to be granted an
Award or, having received an Award, the right to again be
granted an Award. However, an Employee or Director who has
been granted an Award may, if otherwise eligible, be
granted an additional Award or Awards.
21. GOVERNING LAW.
The Plan shall be governed by and construed in accordance
with the laws of the State of Indiana, except to the extent
that federal law shall be deemed to apply.
10
<PAGE>
STOCK OPTION AGREEMENT
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
AMERIANA BANCORP
1996 STOCK OPTION AND INCENTIVE PLAN
AS AMENDED
STOCK OPTION for a total of _________ shares of Common
Stock, par value $1.00 per share, of Ameriana Bancorp (the
"Company"), which Option is intended to qualify as an incentive
stock option under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), is hereby granted to __________
________________________________ (the "Optionee") at the price
set forth herein, and in all respects subject to the terms,
definitions and provisions of the 1996 Stock Option and
Incentive Plan as Amended (the "Plan") which was adopted by the
Company and which is incorporated by reference herein, receipt
of which is hereby acknowledged.
1. Option Price. The option price is $________________
for each share, being 100% of the fair market value, as
determined by the Committee, of the Common Stock on the date of
grant of this Option.
2. Exercises of Option. This Option shall be exercisable
in accordance with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
Percentage of Total
Years of Continuous Employment Shares Subject to Option
After Date of Grant of Option Which May Be Exercised
- ----------------------------- ------------------------
Upon Grant _____%
1 year but less than 2 years _____%
2 years but less than 3 years _____%
3 years but less than 4 years _____%
4 years but less than 5 years _____%
5 years or more _____%
(ii) Method of Exercise. This Option shall be
exercisable by a written notice by the Optionee which shall:
_____________
*/ 110% in the case of an Optionee who owns shares representing
- - more than 10% of the outstanding common stock of the Company
on the date of grant of this Option.
<PAGE>
<PAGE>
ISO Agreement
Page 2
(a) state the election to exercise the Option, the
number of shares with respect to which it is being
exercised, the person in whose name the stock certificate
or certificates for such shares of Common Stock is to be
registered, his address and Social Security Number (or if
more than one, the names, addresses and Social Security
Numbers of such persons);
(b) contain such representations and agreements as to
the holder's investment intent with respect to such shares
of Common Stock as may be satisfactory to the Company's
counsel;
(c) be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised
by any person or persons other than the Optionee, be
accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to
exercise the Option; and
(d) be in writing and delivered in person or by
certified mail to the Treasurer of the Company.
Payment of the purchase price of any shares with respect
to which the Option is being exercised shall be by cash, Common
Stock, or such combination of cash and Common Stock as the
Optionee elects. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the
Option.
(iii) Restrictions on exercise. This Option may not
be exercised if the issuance of the shares upon such exercise
would constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to
the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law
or regulation.
3. Withholding. The Optionee hereby agrees that the
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not
be transferred in any manner otherwise than by will or the laws
of descent or distribution. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
<PAGE>
<PAGE>
ISO Agreement
Page 3
5. Term of Option. This Option may not be exercisable
for more than ten **/ years from the date of grant of this
Option, as stated below, and may be exercised during such term
only in accordance with the Plan and the terms of this Option.
AMERIANA BANCORP
1996 STOCK OPTION AND INCENTIVE
PLAN COMMITTEE
By ________________________________
Date of Grant Attest:______________________(Seal)
___________
**/ Five years in the case of an Optionee who owns shares
representing more than 10% of the outstanding common stock
of the Company on the date of grant of this Option.<PAGE>
<PAGE>
INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
AMERIANA BANCORP
1996 STOCK OPTION AND INCENTIVE PLAN
AS AMENDED
____________________
Date
Treasurer
Ameriana Bancorp
2118 Bundy Avenue
New Castle, Indiana 47362
Re: 1996 Stock Option and Incentive Plan as Amended
-----------------------------------------------
Dear Sir:
The undersigned elects to exercise the Incentive Stock
Option to purchase ________ shares, par value $1.00, of Common
Stock of Ameriana Bancorp under and pursuant to a Stock Option
Agreement dated __________, 199__.
Delivered herewith is a certified or bank cashier's or
teller's check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$________ of cash or check
________ ______ shares of Common Stock, valued
at $____ per share
$ Total
========
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person(s) is as follows:
Name____________________________________________________________
Address ________________________________________________________
Social Security Number _________________________________________
Very truly yours,
_____________________________
<PAGE>
STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
AMERIANA BANCORP
1996 STOCK OPTION AND INCENTIVE PLAN
AS AMENDED
STOCK OPTION for a total of __________ shares of Common
Stock, par value $1.00 per share, of Ameriana Bancorp (the
"Company") is hereby granted to _________________________ (the
"Optionee") at the price set forth herein, and in all respects
subject to the terms, definitions and provisions of the Ameriana
Bancorp 1996 Stock Option and Incentive Plan as Amended (the
"Plan") which has been adopted by the Company and which is
incorporated by reference herein, receipt of which is hereby
acknowledged. Such Stock Options do not comply with Options
granted under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
1. Option Price. The option price is $________ for each
share, being 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this
Option.
2. Exercise of Option. This Option shall be
exercisable in accordance with provisions of the Plan as
follows:
(i) Schedule of rights to exercise.
Percentage of Total
Years of Continuous Employment Shares Subject to Option
After Date of Grant of Option Which May Be Exercised
- ----------------------------- ------------------------
Upon Grant _____%
1 year but less than 2 years _____%
2 years but less than 3 years _____%
3 years but less than 4 years _____%
4 years but less than 5 years _____%
5 years or more _____%
(ii) Method of Exercise. This Option shall be
exercisable by a written notice which shall:
(a) state the election to exercise the
Option, the number of shares with respect to which
it is being exercised, the person in whose name the
stock certificate or certificates for such shares of
Common Stock is to be registered, his address and
Social Security Number (or if more than one, the
names, addresses and Social Security Numbers of such
persons);
<PAGE>
<PAGE>
Non-ISO Agreement
Page 2
(b) contain such representations and
agreements as to the holders' investment intent with
respect to such shares of Common Stock as may be
satisfactory to the Company's counsel;
(c) be signed by the person or persons
entitled to exercise the Option and, if the Option
is being exercised by any person or persons other
than the Optionee, be accompanied by proof,
satisfactory to counsel for the Company, of the
right of such person or persons to exercise the
Option; and
(d) be in writing and delivered in person or
by certified mail to the Treasurer of the Company.
Payment of the purchase price of any shares with respect
to which the Option is being exercised shall be by cash, Common
Stock, or such combination of cash and Common Stock as the
Optionee elects. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the
Option.
(iii) Restrictions on exercise. The Option may
not be exercised if the issuance of the shares upon such
exercise would constitute a violation of any applicable federal
or state securities or other law or valid regulation. As a
condition to his exercise of this Option, the Company may
require the person exercising this Option to make any
representation and warranty to the Company as may be required by
any applicable law or regulation.
3. Withholding. The Optionee hereby agrees that the
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not
be transferred in any manner otherwise than by will or the laws
of descent or distribution. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors
and assigns of the Optionee. Notwithstanding any other terms of
this agreement, to the extent permissible under Rule 16b-3 of
the Securities Exchange Act of 1934, as amended, this Option may
be transferred to the Optionee's spouse, lineal ascendants,
lineal descendants, or to a duly established trust, provided
that such transferee shall be permitted to exercise this Option
subject to the same terms and conditions applicable to the
Optionee.
<PAGE>
<PAGE>
Non-ISO Agreement
Page 3
5. Term of Option. This Option may not be exercisable
for more than ten years from the date of grant of this Option,
as set forth below, and may be exercised during such term only
in accordance with the Plan and the terms of this Option.
AMERIANA BANCORP
1996 STOCK OPTION AND
INCENTIVE PLAN
COMMITTEE
By ________________________________
Date of Grant Attest:______________________(Seal)
<PAGE>
<PAGE>
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
AMERIANA BANCORP
1996 STOCK OPTION AND INCENTIVE PLAN
AS AMENDED
---------------------
Date
Treasurer
Ameriana Bancorp
2118 Bundy Avenue
New Castle, Indiana 47362
Re: 1996 Stock Option and Incentive Plan as Amended
-----------------------------------------------
Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock
Option to purchase ____________ shares, par value $1.00,
of Common Stock of Ameriana Bancorp under and pursuant to a
Stock Option Agreement dated _______________, 199__.
Delivered herewith is a certified or bank cashier's or
tellers check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$________ of cash or check
________ ______ shares of Common Stock, valued
at $____ per share
$ Total
========
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person is as follows:
Name____________________________________________________________
Address ________________________________________________________
Social Security Number _________________________________________
Very truly yours,
_____________________________
AMERIANA BANCORP
1996 STOCK OPTION AND INCENTIVE PLAN
AS AMENDED
Stock Appreciation Rights Agreement
Not In Tandem with Stock Option
On the date of grant specified below, the Stock Option
Committee of Ameriana Bancorp (the "Company") hereby grants to
_______________________ (the "Optionee") a total of __________
Stock Appreciation Rights (SARs), subject to the terms and
conditions set forth in the Ameriana Bancorp 1996 Stock Option
and Incentive Plan as Amended (the "Plan") (a copy of which is
available to the Optionee upon request). The terms and
conditions of the Plan are incorporated herein by reference.
(a) The exercise price is $________ for each share, such
price being 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this
option.
(b) The SAR shall be exercisable to the extent permitted
in the Plan.
(c) The SAR shall be accepted for surrender by the
Optionee in consideration for the payment by the Company of an
amount equal to the excess of the fair market value on the date
of exercise of the Shares of Common Stock subject to such SAR
over the exercise price specified in Paragraph (a) hereof.
(d) Payment hereunder shall be made in shares of Common
Stock or in cash as provided in the Plan.
(e) The SAR is nontransferable, except in accordance
with Section 10(a) of the Plan.
(f) The SAR may be exercised only in accordance with
Sections 8(c) and 10 of the Plan, and only when there is a
positive spread, i.e., when the market price of the Common Stock
subject to the SAR exceeds the exercise price of the SAR.
(g) In the event of any inconsistency or conflict
between this Agreement and the Plan, the Plan shall be
controlling and supercede any conflicting or inconsistent
provision of the Agreement.
AMERIANA BANCORP 1996 STOCK
OPTION AND INCENTIVE PLAN
COMMITTEE
By:____________________________
Date of Grant: Attest: _______________________
_____________________
