<PAGE> 1
As filed with the Securities and Exchange Commission on May 30, 1996
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
VECTRA BANKING CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO 6022 84-1087703
(State or other jurisdiction of (Primary standard industrial (I.R.S. Employer
incorporation or organization) classification code number) Identification No.)
1650 SOUTH COLORADO BOULEVARD, SUITE 320
DENVER, COLORADO 80222
(303) 782-7440
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
----------------------
INCENTIVE STOCK PURCHASE AGREEMENTS
(Full titles of the plans)
----------------------
COPIES OF COMMUNICATIONS TO:
GARY S. JUDD, PRESIDENT
VECTRA BANKING CORPORATION REID A. GODBOLT, ESQ.
1650 SOUTH COLORADO BOULEVARD JONES & KELLER, P.C.
SUITE 320 1625 BROADWAY, SUITE 1600
DENVER, COLORADO 80222 DENVER, COLORADO 80202
(303) 782-7440 (303) 573-1600
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Title of each class of Amount to Proposed maximum Proposed maximum Amount of
securities to be registered be registered offering price aggregate registration
per share offering price fee(1)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 30,000 $.01 $300.00 $100
per share
==============================================================================================================================
</TABLE>
(1) Minimum filing fee as required by Section 6(b) of the Securities Act
of 1933.
================================================================================
<PAGE> 2
VECTRA BANKING CORPORATION
INCENTIVE STOCK PURCHASE AGREEMENTS
Cross Reference Sheet for Prospectus Pursuant to Rule 404(a)
<TABLE>
<CAPTION>
Form S-8
Item No. Item Caption Heading in Prospectus
- --------- ------------ ---------------------
<S> <C> <C>
1 Information Required in the Section Information Required in the Section
10(a) Prospectus 10(a) Prospectus
2 Registrant Information and Employee Incorporation of Documents by
Plan Annual Information Reference
</TABLE>
ii
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the Incentive Stock Purchase
Agreements information required by Item I of Form S-8 will be sent or given to
employees as specified by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"). In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. The registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.
iii
<PAGE> 4
PROSPECTUS
----------------
VECTRA BANKING CORPORATION
UP TO 30,000 SHARES OF COMMON STOCK, $.01 PAR VALUE
Issued Pursuant To The
INCENTIVE STOCK PURCHASE AGREEMENTS
This Prospectus relates to 30,000 shares of Common Stock, $.01 par
value (the "Common Stock"), of Vectra Banking Corporation (the "Company") to be
offered for the account of the Selling Shareholders (as defined in this
Prospectus under "Selling Shareholders"). The Common Stock to which this
Prospectus relates was issued to the Selling Shareholders pursuant to various
Incentive Stock Purchase Agreements (the "Agreements"). The Selling
Shareholders may offer to sell the Common Stock covered by this Prospectus from
time to time at prices and upon terms then obtainable in (i) ordinary brokers'
transactions, (ii) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus, or (iii) a
combination of any such methods of sale in each case at market prices. See
"Plan of Distribution." The Selling Shareholders and any broker-dealers who
participate in sales of Common Stock covered by this Prospectus may be deemed
to be statutory underwriters within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"). Commissions paid or discounts or
concessions allowed to any such broker-dealers by any person, any profits
received from reselling the Common Stock covered by this Prospectus if any such
broker-dealers purchases any such Common Stock as a principal, may be deemed to
be underwriting discounts and commissions under the Securities Act. The
Selling Shareholders of Common Stock will pay all discounts, commissions, and
fees incurred in selling Common Stock covered by this Prospectus, except that
the Company will bear all expenses incident to the registration and
qualification of the shares under the Securities Act of 1933, as amended, and
state securities laws, on behalf of the Selling Shareholders. The Company will
receive no proceeds from sales by the Selling Shareholders.
The Common Stock is listed on the Nasdaq National Market System under
the symbol VTRA. On May 28, 1996, the reported closing price of the Common
Stock on the Nasdaq Stock Market was $12.50.
----------------
THE SECURITIES OFFERED HEREBY ENTAIL CERTAIN RISKS WHICH SHOULD BE CONSIDERED
BY INVESTORS. SEE "RISK FACTORS."
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is May 30, 1996
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . 3
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . 10
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . 11
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>
2
<PAGE> 6
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission" or
"SEC"). Such reports and other information concerning the Company may be
inspected and copied at the offices of the SEC at Room 1024, 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549, and at the Public Reference
Facilities in the Chicago Regional Office, Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and the New York
Regional Office, 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission a Registration Statement
under the Securities Act of 1933, as amended (the "Act"), with respect to the
securities offered pursuant to this Prospectus. For further information,
reference is made to the Registration Statement and the exhibits thereto, which
are available for inspection at no fee at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. Copies of the foregoing material can also be obtained
at prescribed rates from the Public Reference Section of the Commission.
The Company furnishes to its shareholders annual reports containing
financial statements audited by its independent accountants and quarterly
reports containing unaudited financial statements for the first three quarters
of each fiscal year.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the
Commission pursuant to the Exchange Act are incorporated in this Prospectus by
reference:
a. the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, and Amendment No. 1 on Form 10-K-A;
b. the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996;
c. the description of the Common Stock, par value $.01 per share,
of the Company (the "Common Stock") set forth in the
Registration Statement on Form 8-A, filed with the Commission
on March 10, 1994, including any amendment or report filed for
the purpose of updating such description.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Act of 1934, as amended (the
"Exchange Act"), subsequent to the date of this Prospectus shall be deemed to
be incorporated herein by reference and to be a part hereof from the date of
the filing of such documents until such time as there shall have been filed a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all securities remaining unsold at the time of
such amendment (such documents, and the documents enumerated above, being
hereafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
3
<PAGE> 7
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, including any beneficial
owner, on the written or oral request of any such person, a copy of any or all
of the Incorporated Documents, other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference therein. Requests
shall be directed to Vectra Banking Corporation, 1650 South Colorado Boulevard,
Suite 320, Denver, Colorado 80222, Attention: Ray L. Nash, Chief Financial
Officer (telephone number (303) 782-7440). The information relating to the
Company contained in this Prospectus does not purport to be comprehensive and
should be read together with the information contained in the Incorporated
Documents.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER WILL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE COMPANY'S AFFAIRS SINCE THE DATE OF THIS PROSPECTUS OR THAT THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT
TO ITS DATE.
4
<PAGE> 8
THE COMPANY
The Company, with a total of 11 banking locations through the
Company's wholly-owned subsidiary, Vectra Bank, is the third largest
independent Colorado-based bank holding company. The Company was founded in
1988 by two senior banking executives who, together with a small group of
investors, provided $9.8 million in initial capital to the Company. The
Company's initial objective was to acquire several strategically located but
under performing banks and transform them into a banking system that would
provide a broad package of products and services to its customers and growth
potential to its shareholders. In 1989, the Company acquired its initial eight
locations having total assets of $156 million, and in 1991 acquired a ninth
location with total assets of $6 million. In early 1994, the Company completed
a public offering of 923,770 shares of Company Common Stock and 805,000 shares
of Company 1994 preferred stock, with net proceeds totaling approximately $11.6
million. In November 1995, the Company acquired First Denver Corporation, a
bank holding company whose primary operation was First National Bank of Denver,
which is now the Company's eleventh banking location. On December 26, 1995,
the Company entered into an Agreement and Plan of Merger to acquire by merger
Bank Land Co., a Colorado bank holding company which operates and owns
approximately 92% of Southwest State Bank, which operates a single location
bank in Denver, Colorado. The purchase price is estimated at $22,356,000,
although it is subject to change. Consummation of the merger is subject to
shareholder approvals by Bank Land Co., Southwest State Bank, and the Company.
At December 31, 1995, the Company had total consolidated assets of
approximately $419 million and shareholders' equity of approximately $30.9
million.
The Company intends to continue to pursue a growth strategy, with the
goal of maintaining and expanding a well- capitalized, customer-focused
financial institution. Management believes that the executive management team,
distribution network and operational systems support are in place to achieve
this goal. The Company expects to continue its growth strategy during the next
few years through a combination of internal growth and acquisitions.
Management of Vectra Bank also believes that increased consolidation and
regulatory burdens are likely to lead owners of community banks to explore the
possibility of a combination with a broader-based bank holding company such as
the Company.
The Company's operating strategy is to continue to build a growing,
profitable community banking network. The principal elements of this strategy
are (i) focusing on the financial service needs of consumers and
small-to-medium-size businesses by combining the elements of service
traditionally found in community banks with product lines typically found in
large banks, (ii) emphasizing high quality customer service in all aspects of
operations, (iii) maintaining high asset quality and (iv) achieving
efficiencies through centralized administrative and support functions.
Vectra Bank is a Colorado banking corporation which is wholly-owned by
the Company. Vectra Bank is the Company's only bank subsidiary. Vectra Bank
owns and operates all of the 11 banking locations of the Company. The
Company's executive offices are located at 1650 South Colorado Boulevard, Suite
320, Denver, Colorado 80222, and its telephone number is 303-782-7440.
5
<PAGE> 9
RISK FACTORS
The following factors should be considered carefully before purchasing
the Shares offered by this Prospectus. Since the Company's financial success
is wholly dependent on the success of Vectra Bank and its banking locations,
risk factor references to Vectra Bank directly influence and are applicable to
the Company.
GROWTH AND ACQUISITION STRATEGIES
The Company has pursued and intends to continue to pursue a growth
strategy, the success of which will depend primarily on generating an
increasing level of loans and deposits at acceptable risk levels and terms
without proportionate increases in noninterest expenses. There can be no
assurance that the Company will be successful in implementing its internal
growth strategy. In addition, the Company may seek to grow by acquiring other
financial institutions. Any acquisitions will be subject to regulatory
approval, and there can be no assurance that the Company will obtain such
approvals. The Company may not be successful in identifying further
acquisition candidates, integrating acquired institutions or preventing deposit
erosion at acquired institutions. Competition for acquisitions in the Company's
market area has become intense over the past few years, and the Company may not
be able to acquire other institutions on attractive terms. Furthermore, the
success of the growth strategy of the Company will depend on maintaining
sufficient regulatory capital levels and on continued favorable economic
conditions in the Denver/Boulder, Colorado area.
DECLINE IN MARKET VALUE OF INVESTMENTS
The Company designated substantially all of its securities investment
portfolio as available-for-sale when it implemented Statement of Financial
Accounting Standards No. 115 ("SFAS 115") relating to accounting for
investments. SFAS 115 requires that unrealized gains and losses in the
estimated value of the available-for-sale portfolio (net of tax) be
"marked-to-market" and reflected as a separate item in shareholders' equity.
The bond market was unusually volatile during 1994 as a result of
several interest rate increases initiated by the Federal Reserve Board. The
Company's investment portfolio of mortgage-related securities and government
agency bonds, nearly all of which are issued by United States government
sponsored entities, experienced unrealized declines in market value due to the
declines in the bond market. In 1995, the bond market was not as volatile. At
December 31, 1995, the estimated unrealized loss in the market value of the
investments before tax effect totaled $5.8 million or 3.3% of the Company's
available-for-sale investment portfolio. This valuation resulted in a $3.6
million after tax adjustment against the Company's shareholders' equity or a
reduction of 10.8% of its equity before such charge.
Management believes that several factors will affect the market values
of the Company's investment portfolio in the future. These include, but are
not limited to, further changes in interest rates or expectations of changes,
the degree of volatility in the market, inflation rates or expectations of
inflation and the slope of the interest rate yield curve. (The yield curve
refers to the differences between longer-term and shorter-term interest rates.
A positively sloped yield curve means shorter-term rates are lower than
longer-term rates.) A flat or an inverted yield curve tends to negatively
affect the market values of the Company's portfolio. Also, the passage of time
will affect the market values of the securities in that the closer they are to
maturing, the closer the market price should be to par value. In addition to
the foregoing, there are other factors that impact specific categories of the
portfolio differently.
6
<PAGE> 10
The Company has chosen to maintain the flexibility to sell any or all
of its portfolio before it matures. During 1995, Vectra Bank sold more than
$65 million of the securities it held at December 31, 1994 as part of its
objective of reducing the size and potential market value volatility of its
investment portfolio. These sales were completed with a total net loss on
sales of approximately $20,000. Management intends to continue its
restructuring efforts to optimize the structure of the Company's investment
portfolio. Management believes that the capital and liquidity of the Company
are adequate to allow it to hold its portfolio and continue its restructuring
efforts into the foreseeable future. Shareholders' equity will continue to
reflect the unrealized gains and losses (net of tax) of these investments.
There can be no assurance that the market value of the Company's investment
portfolio will not decline, causing a corresponding decline in shareholders'
equity.
INTEREST RATE CEILINGS ON VARIABLE RATE SECURITIES
Substantially all of the variable rate securities in the investment
portfolio of the Company are subject to interest rate ceilings. At December
31, 1995 the excess of the rate ceilings over the current coupon rates varied
from a low of 2.2% to a high of 9.7% (excluding Federal Home Loan Bank of
Topeka ("FHLB") notes) with most of these securities with ceilings in the 3% to
6.5% range over the current coupon rates. The market values of these
securities would likely decline, causing a corresponding decline in
shareholders' equity, if the interest rates increased to the ceiling levels or
beyond, which would also likely negatively impact net interest income depending
on corresponding changes in the cost of deposits and other liabilities.
ALLOWANCE FOR LOAN LOSSES
Inability of borrowers to repay loans can erode earnings and capital
of banks. Like all banks, Vectra Bank maintains an allowance for loan losses
to provide for loan defaults and nonperformance. The allowance is based on
prior experience with loan losses, as well as an evaluation of the risks in the
current portfolio, and is maintained at a level considered adequate by
management to absorb anticipated losses. The amount of future losses is
susceptible to changes in economic, operating and other conditions, including
changes in interest rates, that may be beyond management control, and such
losses may exceed current estimates. At March 31, 1996, Vectra Bank had
nonperforming loans of $1.367 million and an allowance for loan losses of
$2.596 million or 1.26% of the total dollar amount loans and 190% of the total
dollar amount of nonperforming loans. There can be no assurance that Vectra
Bank's allowance for loan losses will be adequate to cover actual losses.
Future provisions for loan losses could materially and adversely affect results
of operations of Vectra Bank.
ECONOMIC CONDITIONS AND IMPACT OF INTEREST RATES
Results of operations for financial institutions, including Vectra
Bank, may be materially and adversely affected by changes in prevailing
economic conditions, including declines in real estate values, rapid changes in
interest rates and the monetary and fiscal policies of the federal government.
The profitability of the Company is closely tied to the spread between the
interest rates earned on assets and the interest rates paid on deposits and
other interest-bearing liabilities, including advances from the FHLB. A
decrease in interest rate spreads would have a negative effect on the net
interest income and profitability of the Company, and there can be no assurance
that this spread will not decrease. Although economic conditions in the market
area of the Company have been generally stronger than those in many other
regions of the country, there can be no assurance that such conditions will
continue to prevail. Moreover, substantially all of the loans of Vectra Bank
are to individuals and businesses in the Denver/Boulder, Colorado area, and any
decline in the economy of this market area could have an adverse impact on
Vectra Bank, and in turn, the Company. There can
7
<PAGE> 11
be no assurance that positive trends or developments discussed herein will
continue or that negative trends or developments will not have a material
adverse effect on the Company.
Vectra Bank has regularly used FHLB borrowings to fund a portion of
its investment portfolio. Investments of Vectra Bank funded with FHLB
borrowings have principally been adjustable rate securities, with coupon rates,
which generally reset monthly, tied to several indices. The FHLB borrowings of
Vectra Bank generally bear interest at variable rates, which reset daily or
monthly. Net interest income derived from the investments funded by FHLB
borrowings declined in 1995 compared to prior years because of a flattening and
inversion of the yield curve. Flattening of the yield curve means the
difference between longer-term and shorter-term rates decreases significantly.
An inverted yield curve means shorter-term rates such as federal funds rates
have become higher than certain longer-term rates. Net interest income derived
from the investments funded by FHLB borrowings might decline further if the
degree of yield curve inversion were to increase (i.e., longer-term interest
rates were to decline further below shorter-term rates) or if a significant
portion of the coupon rates of the variable rate securities portfolio of Vectra
Bank became subject to interest rate ceilings. There can be no assurance that
Vectra Bank will be able to earn returns or avoid losses from these investing
activities in the future.
COMPETITIVE BANKING ENVIRONMENT
The banking business in Colorado is highly competitive. Vectra Bank
competes for loans and deposits with other local, regional and national
commercial banks, savings banks, savings and loan associations, finance
companies, money market funds, brokerage houses, credit unions and nonfinancial
institutions, many of which have substantially greater financial resources than
Vectra Bank. Interstate banking is permitted in Colorado. Currently, branch
banking in Colorado is allowed on a limited basis. After a phase-in period
ending July 1, 1997, full state-wide branch banking will be permitted. As a
result, management believes that Vectra Bank may experience greater competition
in its market area.
DEPENDENCE ON KEY PERSONNEL
The Company is highly dependent on the continued services of Gary S.
Judd, its President and Chief Executive Officer, Ray L. Nash, its Chief
Financial Officer, and other key management personnel. The Company does not
have employment agreements with such persons, nor does it have key person
insurance on their lives. The loss of the services of these persons could
adversely affect the Company and Vectra Bank.
SOURCES OF PAYMENTS OF DIVIDENDS
The Company is a bank holding company which owns and operates one
state-chartered bank, Vectra Bank, with a total of 11 locations. Vectra Bank's
ability to pay dividends to the Company is restricted by state and federal
regulations. Without prior regulatory approval, Vectra Bank cannot pay
dividends during any calendar year in excess of the sum of its earnings during
that year and the two previous years (less any other distributions during that
period). The Company does not intend to pay dividends on the Company Common
Stock but instead intends to retain earnings to support the growth of its
business.
8
<PAGE> 12
GOVERNMENT REGULATION AND RECENT LEGISLATION
The Company and Vectra Bank are subject to extensive federal and state
legislation, regulation and supervision which is intended primarily to protect
depositors and the Bank Insurance Fund, rather than shareholders. Recently
enacted, proposed and future legislation and regulations designed to strengthen
the banking industry have had and may continue to have a significant impact on
the banking industry. Although some of the legislative and regulatory changes
may benefit the Company and Vectra Bank, others may increase its costs of doing
business or otherwise adversely affect it and create competitive advantages for
non-bank competitors.
LIMITED MARKET HISTORY; POSSIBLE VOLATILITY OF MARKET PRICE
The Common Stock has been traded in the Nasdaq National Market since
March 24, 1994. There can be no assurance, however, that a market for the
Common Stock will be sustained or that the Company will qualify for listing in
such market in the future. The Company has a number of market makers for the
Common Stock; however, such market makers are not obligated to continue to make
a market for the Common Stock. The market prices of the Common Stock may be
volatile depending on various factors, including the general economy, stock
market conditions, announcements by the Company or its competitors and
fluctuations in operating results of the Company.
SHARES OF THE COMMON STOCK ELIGIBLE FOR FUTURE SALE
Substantially all of the outstanding shares of the Common Stock may be
sold in the public market subject, in the case of shares owned by affiliates of
the Company, to compliance with Rule 144 under the Securities Act of 1933.
Future market sales of shares of the Common Stock may depress the market price
of the Common Stock.
ANTI-TAKEOVER PROVISIONS; LIMITATION ON OWNERSHIP
Federal law requires the prior approval of the Board of Governors for
the acquisition of "control" of a bank holding company. In addition, the board
of directors of the Company has the authority to fix the rights and preferences
of and issue additional series of preferred stock which may affect a potential
change of control. The outstanding 1994 Series A Preferred Stock of the
Company is mandatorily redeemable, and the proposed 1996 Series A Preferred
Stock will be redeemable, at the option of the Company (assuming the 1996
Series A Preferred Stock is issued pursuant to the pending merger with Bank
Land Co. and Southwest State Bank (see "The Company")) in the event of a
"change of control" of the Company subject, in either case, to the prior
approval of the Board of Governors, and to the extent not converted would
require a redemption payment of approximately $19 million in the case of a
change of control. These provisions may make it more difficult for an outside
party to acquire control of the Company.
USE OF PROCEEDS
Since this Prospectus relates to the offering of shares by the Selling
Shareholders, the Company will not receive any of the proceeds from the sale of
the Shares offered hereby.
9
<PAGE> 13
SELLING SHAREHOLDERS
The shareholders whose shares of Common Stock are covered by this
Prospectus ("Selling Shareholders") are listed below. The amount of Common
Stock to be reoffered or resold by each Selling Shareholder pursuant to this
Prospectus, and any other person with whom each Selling Shareholder is acting
in concert for the purposes of selling Common Stock, is limited by Rule 144(e)
promulgated by the SEC under the Securities Act. Rule 144(e) prohibits
reoffers and resales from exceeding, during any three-month period, the greater
of (i) one percent of the Common Stock outstanding as shown by the most recent
report or statement published by the Company, or (ii) the average weekly
reported volume of trading in the Common Stock reported on the Nasdaq National
Market System during the four calendar weeks preceding the date of receipt of
the order to execute the transaction by the broker or the date of the execution
of the transaction directly with a market maker.
The following table sets forth (a) the name and the nature of any
position, office or other material relationship with the Company within the
past three years of the Selling Shareholders and (b) the number of shares owned
by the Selling Shareholders, the number of shares being offered for sale by the
Selling Shareholders and the number of shares to be owned by the Selling
Shareholders after the offering of the shares, assuming the sale of all shares
offered by the Selling Shareholders.
<TABLE>
<CAPTION>
Beneficial Beneficial
Ownership Number of Ownership After
Before Offering Shares Offering(a)
Name and Position (Number) (%) Offered (Number) (%)
- ----------------- -------- --- ------- -------- ---
<S> <C> <C> <C> <C> <C>
Robert C. Barton, Regional 36,293(b) 1.1 7,800 28,493 (j)
President of Vectra Bank
Lauren O'Connell, Director 3,500(g) (j) 300 3,200 (j)
of Marketing and Service Quality
J. Patrick McDuff, Regional 11,803(d) (j) 3,800 8,003 (j)
of Vectra Bank
Michael Y. Meganck, Senior 17,093(e) (j) 4,300 12,793 (j)
Credit Policy Officer
Ray L. Nash, Chief Financial 36,303(f) 1.1 8,500 27,803 (j)
Officer
June Kilburn, Controller 4,800(c) (j) 400 4,400 (j)
Debra J. Tynan, Director of 7,300(h) (j) 1,100 6,200 (j)
Technology and Information Services
Joseph J. Wolf, Regional 12,033(i) (j) 3,800 8,233 (j)
President of Vectra Bank
</TABLE>
- ----------------
10
<PAGE> 14
(a) Assumes the sale of all shares offered hereby by all Selling
Shareholders.
(b) Includes 16,333 shares of common stock which are presently exercisable
(or exercisable within 60 days) pursuant to options granted under the
Company's Employees' Equity Incentive Plan and Non-Statutory Stock
Option Plan.
(c) Includes 4,400 shares of common stock which are presently exercisable
(or exercisable within 60 days) pursuant to options granted under the
Company's Employee's Equity Incentive Plan and Non-Statutory Stock
Option Plan.
(d) Includes 7,633 shares of common stock which are presently exercisable
(or exercisable within 60 days) pursuant to options granted under the
Company's Employees' Equity Incentive Plan and Non-Statutory Stock
Option Plan.
(e) Includes 8,633 shares of common stock which are presently exercisable
(or exercisable within 60 days) pursuant to options granted under the
Company's Employees' Equity Incentive Plan and Non-Statutory Stock
Option Plan.
(f) Includes 18,333 shares of common stock which are presently exercisable
(or exercisable within 60 days) pursuant to options granted under the
Company's Employees' Equity Incentive Plan and Non-Statutory Stock
Option Plan.
(g) Includes 3,200 shares of common stock which are presently exercisable
(or exercisable within 60 days) pursuant to options granted under the
Company's Employees' Equity Incentive Plan and Non-Statutory Stock
Option Plan.
(h) Includes 6,200 shares of common stock which are presently exercisable
(or exercisable within 60 days) pursuant to options granted under the
Company's Employees' Equity Incentive Plan and Non-Statutory Stock
Option Plan.
(i) Includes 8,233 shares of common stock which are presently exercisable
(or exercisable within 60 days) pursuant to options granted under the
Company's Employees' Equity Incentive Plan and Non-Statutory Stock
Option Plan.
(j) Less than 1%.
PLAN OF DISTRIBUTION
The Shares offered hereby on behalf of the Selling Shareholders are to
be sold from time to time by means of (i) ordinary brokers' transactions, (ii)
purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus, or (iii) a combination of
any such methods of sale in each case at market prices. In connection
therewith, distributors' or sellers' commissions may be paid or allowed which
will not exceed those customary in the types of transactions involved.
Commissions may also be received from purchasers for whom brokers or dealers
act as agents. Such brokers or dealers and any other participating brokers or
dealers may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales.
In addition, any securities covered by this Prospectus that qualify
for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant
to this Prospectus. However, the amount of Common Stock that may be reoffered
or resold by means of this Prospectus by each Selling Shareholder, and any
other person with whom the Selling Shareholder is acting in concert for the
purpose of selling securities of the Company, may not exceed, during any
three-month period, the amount specified in Rule 144(e).
No assurance can be given that any of the Selling Shareholders will
offer for sale or sell any or all of the Common Stock covered by this
Prospectus.
LEGAL MATTERS
The legality of the Common Stock offered hereby is being passed upon
by Jones & Keller, P.C., Denver, Colorado.
11
<PAGE> 15
EXPERTS
The consolidated financial statements of the Company as of December
31, 1995 and 1994, and for each of the years in the three-year period ended
December 31, 1995, have been incorporated by reference herein in reliance on
the report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing. The report of KPMG Peat Marwick LLP refers
to changes in the methods of accounting for impairment of loans in 1995, for
goodwill in 1994, and for income taxes and certain investments in debt and
equity securities in 1993.
12
<PAGE> 16
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
1. Vectra Banking Corporation (the "Company") hereby incorporates by
reference into this registration statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
a. the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, and Amendment No. 1 on Form 10-K-A;
b. the Company's Quarterly Report on Form 10-Q for the period
ended March 31, 1996;
c. the description of the Common Stock, par value $.01 per share,
of the Company set forth in the Registration Statement on Form
8-A, filed with the Commission on March 10, 1994, including
any amendment or report filed for the purpose of updating such
description; and
d. all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement
shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of the filing of such documents
until such time as there shall have been filed a post-
effective amendment that indicates that all securities offered
hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
2. The Corporation will provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of such person, a copy of any or all of the documents referred to above
which have been or may be incorporated in this Prospectus by reference, other
than exhibits to such documents, and any or all other documents required to be
delivered to employees of the Corporation pursuant to Rule 428(b) under the
Securities Act. Written requests or requests by telephone for such copies, or
additional information about the Incentive Stock Purchase Agreements should be
directed to Ray L. Nash, Vectra Banking Corporation, 1650 South Colorado
Boulevard, Suite 320, Denver, Colorado 80222, (303) 782-7440.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 109 of Title 7 of the Colorado Revised Statutes enables a
Colorado corporation to indemnify its officers, directors, employees and agents
against liabilities, damages, costs and expenses for which they are liable in
their Official Capacities (as defined by this statute) if they acted in good
faith and had no reasonable basis to believe their conduct was not in the best
interest of the Registrant or was illegal.
Article XVI of Registrant's Articles of Incorporation limits the
liability of directors to the full extent provided by Colorado law.
II-1
<PAGE> 17
Article VIII of the Registrant's Bylaws provide indemnification to
officers, directors, employees and agents to the fullest extent provided by
Colorado law.
The Registrant also has a financial institution corporate
indemnification and directors and affiliates policy with the St. Paul Mercury
Insurance Company under which officers and directors are covered for losses
arising from claims against such persons who held their official positions at
the time of "wrongful acts" defined as any actual or alleged (1) error or
misstatement or (2) misleading statement or (3) act or omission or (4) breach
of duty or (5) breach of fiduciary duty or (6) any other act.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following documents are filed as a part of this registration
statement. Where such filing is made by incorporation by reference to a
previously filed report, such report is identified. See the Index to Exhibits
included with the exhibits filed as a part of this report.
Exhibit Description
- ------- -----------
4.1 Amended and Restated Articles of Incorporation of the
Registrant, filed as Exhibit 3.1 to the Registrant's
Registration Statement No. 33-74724 on Form SB-2, effective
March 23, 1994 ("SB-2 Registration Statement) and incorporated
herein by reference.
4.2 Bylaws of the Registrant, as amended, filed as Exhibit 3.2 to
the Registrant's SB-2 Registration Statement and incorporated
herein by reference.
4.3 Incentive Stock Purchase Agreements separately executed
between the Company (formerly known as Mountain West Banking
Corporation) on the one hand and each of Robert C. Barton,
June Kilburn, J. Patrick McDuff, Michael Y. Meganck, Ray L.
Nash, Lauren O'Connell, Debra J. Tynan, and Joseph J. Wolf on
the other hand.
5.1 Opinion of Jones & Keller, P.C.
23.1 Consent of Jones & Keller, P.C. (included in their opinion
filed as Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
25.1 Power of Attorney (see signature page of this Registration
Statement - Page II-4.
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement 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;
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, as amended (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; and
II-2
<PAGE> 18
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable each filing of an employee benefit plan's
annual report pursuant to 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 Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant 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 Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of 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-3
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City and County of Denver, Colorado, on May 30, 1996.
VECTRA BANKING CORPORATION
By: /s/ Gary S. Judd
-------------------------------------
Gary S. Judd, President
POWER OF ATTORNEY
Each individual whose signature appears below hereby designates and
appoints Gary S. Judd and Ray L. Nash, and each of them, as such person's true
and lawful attorneys-in-fact and agents (the "Attorneys-in-Fact") with full
power of substitution and resubstitution, for each person and in such person's
name, place, and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration
statement, which amendments may make such changes in this registration
statement as either Attorney-in-Fact deems appropriate and to file each such
amendment with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto such
Attorneys-in-Fact and each of them, full power and authority to do 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 such person might or
could do in person, hereby ratifying and confirming all that such
Attorneys-in-Fact or either of them, or their 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.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Gary S. Judd Director, President May 30, 1996
- ------------------------ and Chief Executive Officer
Gary S. Judd (Principal Executive Officer)
/s/ Richard B. Tucker Director May 30, 1996
- ------------------------
Richard B. Tucker
/s/ Robert Greene Director May 30, 1996
- ------------------------
Robert Greene
/s/ James L. Rumsey Director May 30, 1996
- ------------------------
James L. Rumsey
/s/ W. James Tozer, Jr. Director May 30, 1996
- ------------------------
W. James Tozer, Jr.
</TABLE>
II-4
<PAGE> 20
<TABLE>
<S> <C> <C>
/s/ Robert A. Silverberg Director and Executive May 30, 1996
- --------------------------- Vice President
Robert A. Silverberg
/s/ Mary Gittings Cronin Director May 30, 1996
- ---------------------------
Mary Gittings Cronin
/s/ Ray L. Nash Chief Financial Officer and May 30, 1996
- --------------------------- Principal Accounting Officer
Ray L. Nash
</TABLE>
II-5
<PAGE> 21
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
4.1 Amended and Restated Articles of Incorporation of the
Registrant, filed as Exhibit 3.1 to the Registrant's
Registration Statement No. 33-74724 on Form SB-2, effective
March 23, 1994 ("SB-2 Registration Statement"), and
incorporated herein by reference.(1)
4.2 Bylaws of the Registrant, as amended, filed as Exhibit 3.2 to
the Registrant's SB-2 Registration Statement and incorporated
herein by reference.(1)
4.3 Incentive Stock Purchase Agreements separately executed
between the Company (formerly known as Mountain West Banking
Corporation) on the one hand and each of Robert C. Barton,
June Kilburn, J. Patrick McDuff, Michael Y. Meganck, Ray L.
Nash, Lauren O'Connell, Debra J. Tynan, and Joseph J. Wolf on
the other hand. Filed herewith.
5.1 Opinion of Jones & Keller, P.C. Filed herewith.
23.1 Consent of Jones & Keller, P.C. (included in their opinion
filed as Exhibit 5.1). Filed herewith.
23.2 Consent of KPMG Peat Marwick LLP. Filed herewith.
25.1 Power of Attorney (see signature page of this Registration
Statement - Page II-4).
______________
(1) Filed with Registration Statement No. 33-74724 on or about March 9,
1994, and incorporated herein by reference.
II-6
<PAGE> 1
EXHIBIT 4.3
MOUNTAIN WEST BANKING CORPORATION
INCENTIVE STOCK PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of the 4th day of May,
1992, between Mountain West Banking Corporation (the "Company") and Robert C.
Barton (the "Employee").
In consideration of the agreements set forth below, the Company and
Employee agree as follows:
ARTICLE I
SALE TO EMPLOYEE
A. Purchase and Sale of Stock. The Company agrees to sell to the
Employee, and the Employee agrees to purchase from the Company, 750 shares (the
"Shares") of Class A Common Stock of the Company, par value $0.10 per share
("Common Stock"), at the aggregate price of $75.00 ($0.10 per share). Such
purchase and sale shall be consummated at the principal office of the Company,
within 10 days after the date hereof (or the next business day if such date
shall be a Saturday, Sunday or holiday). At the time for consummation, the
Company shall deliver the instructions to the Company's stock transfer agent to
register the shares in the name of the Employee, and the Employee shall
concurrently therewith deliver a check for the full purchase price of the
Shares.
ARTICLE II
REPURCHASES BY COMPANY
A. Vesting of Shares. (1) Subject to the remaining provisions of
this Paragraph A, the Shares shall constitute "Vested Shares," for purposes of
this Article as of four years from the date of this Agreement.
(2) If the employment of the Employee with the Company and all of
its wholly-owned subsidiaries, shall terminate for any reason other than death
or permanent disability prior to four years from the date of this Agreement, the
Employee, or his Personal Representative, shall sell the shares to the Company
for the same consideration paid in Article I(A). A purchase and sale pursuant to
this Article shall be consummated at a date mutually satisfactory to the Company
and the Employee, provided that if no date is agreed upon, such purchase and
sale shall take place on the date 30 days after the date of the Employee's
termination of employment.
(3) The purchase price for the Shares, pursuant to this article,
shall be paid in cash by the Company.
<PAGE> 2
(4) Notwithstanding any other provision of the Agreement to the
contrary, all Shares shall become Vested Shares if (a) the Company is a party
to a sale of all or substantially all of its assets; (b) the Company is
dissolved or liquidated; or (c) a merger of consolidation of the Company in
which the Company is not the surviving corporation occurs. The Employee shall
receive the same purchase consideration for these Shares as paid to all holders
of Class A Common Stock of the Company.
(5) In the event of the death or permanent disability, as defined
by the Compensation Committee of the Board of Directors, of the employee after
two years from the date of this agreement, fifty percent of the Shares covered
by this Agreement shall be constituted as Vested Shares under this Article. The
employee or his Personal Representative shall sell the other fifty percent of
the Shares to the Company as provided in Article IIA(2).
ARTICLE III
GENERAL
A. Personal Representative. When used herein, "Personal
Representative" shall mean the person or persons, including any bank or trust
company, who shall be the duly appointed qualified and acting executor or
executors of the Last Will and Testament of the Employee, or the duly appointed,
qualified and acting administrator, administrator with the Will annexed or
administrator to collect of the estate of the Employee.
B. Assignment. The Company may assign in whole or in part to any
one or more of its then shareholders its rights under the options referred to
in Article II hereof. The Employee may not assign the stock or any of his
rights hereunder.
C. Legend. The certificate representing all of the Shares shall
have endorsed across the face or back thereof the following legend:
The shares of stock represented by this Certificate are subject
to the terms and conditions of a certain Agreement dated May 4,
1992, entered into between the Company and the holder of this
Certificate, which agreement is on file with the Secretary of
the Company.
D. Successors. The Agreement shall inure to the benefit of the
Company, its successors and assigns, and shall be binding upon the Employee,
his administrator, executor, personal representative, successors, heirs and
assigns.
E. Modification. No change to or modification of the Agreement
shall be valid unless it is in writing and signed by the Company and the
Employee.
F. Severability. The invalidity of any provision of the Agreement
shall not in any manner affect the validity of any other provisions hereof and
each and every provision of the Agreement shall be enforceable regardless of
the invalidity, if any, of any other provision hereof. In the event that it
should be finally judicially determined at any time that the Agreement is
invalid because of the length of its duration, then, in that event and in that
event only, the Agreement shall remain in full force and effect for such period
as, in view of all the circumstances, shall be deemed reasonable by the court
passing thereon.
<PAGE> 3
G. Notices. All notices required hereunder shall be in writing and
shall be deemed served when delivered personally to the person or entity for
whom intended or two days after deposit in the United States mail, certified
mail, return receipt requested, addressed to the person or entity for whom
intended. The address of the Company shall be its principal place of business,
the address of the Employee shall be the last known address of the Employee on
the records of the Company, and the address of any other person or entity
entitled to notice hereunder shall be the address provided for that person or
entity to the Company. The Employee or other person or entity to the Company.
The Employee or other person or entity can change his, her, or its address by
written notice to the Company.
H. Controlling Law. The Agreement shall be construed under the
laws of the State of Colorado.
I. Elimination of Fractional Shares. If under any provision of the
Agreement which requires a computation of the number of Shares, the number so
computed is not a whole number, such number shall be rounded down to the next
whole number.
J. Entire Agreement. The Agreement sets for the entire
understanding of the parties and supersedes all prior agreements, arrangements
and communications, whether oral or written, pertaining to the Shares.
IN WITNESS WHEREOF, the Agreement has been executed on and as of the
date first written above.
MOUNTAIN WEST BANKING CORPORATION
By: /s/ GARY S. JUDD
------------------------------
Gary S. Judd, President
EMPLOYEE
/s/ ROBERT C. BARTON
------------------------------
<PAGE> 4
MOUNTAIN WEST BANKING CORPORATION
INCENTIVE STOCK PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of the 1st day of July,
1992, between Mountain West Banking Corporation (the "Company") and J. Patrick
McDuff (the "Employee").
In consideration of the agreements set forth below, the Company and
Employee agree as follows:
ARTICLE I
SALE TO EMPLOYEE
A. Purchase and Sale of Stock. The Company agrees to sell to the
Employee, and the Employee agrees to purchase from the Company, 300 shares (the
"Shares") of Class A Common Stock of the Company, par value $0.10 per share
("Common Stock"), at the aggregate price of $30.00 ($0.10 per share). Such
purchase and sale shall be consummated at the principal office of the Company,
within 10 days after the date hereof (or the next business day if such date
shall be a Saturday, Sunday or holiday). At the time for consummation, the
Company shall deliver the instructions to the Company's stock transfer agent to
register the shares in the name of the Employee, and the Employee shall
concurrently therewith deliver a check for the full purchase price of the
Shares.
ARTICLE II
REPURCHASES BY COMPANY
A. Vesting of Shares. (1) Subject to the remaining provisions of
this Paragraph A, the Shares shall constitute "Vested Shares," for purposes of
this Article as of four years from the date of this Agreement.
(2) If the employment of the Employee with the Company and all of
its wholly-owned subsidiaries, shall terminate for any reason other than death
or permanent disability prior to four years from the date of this Agreement, the
Employee, or his Personal Representative, shall sell the shares to the Company
for the same consideration paid in Article I(A). A purchase and sale pursuant to
this Article shall be consummated at a date mutually satisfactory to the Company
and the Employee, provided that if no date is agreed upon, such purchase and
sale shall take place on the date 30 days after the date of the Employee's
termination of employment.
(3) The purchase price for the Shares, pursuant to this article,
shall be paid in cash by the Company.
<PAGE> 5
(4) Notwithstanding any other provision of the Agreement to the
contrary, all Shares shall become Vested Shares if (a) the Company is a party
to a sale of all or substantially all of its assets; (b) the Company is
dissolved or liquidated; or (c) a merger of consolidation of the Company in
which the Company is not the surviving corporation occurs. The Employee shall
receive the same purchase consideration for these Shares as paid to all holders
of Class A Common Stock of the Company.
(5) In the event of the death or permanent disability, as defined
by the Compensation Committee of the Board of Directors, of the employee after
two years from the date of this agreement, fifty percent of the Shares covered
by this Agreement shall be constituted as Vested Shares under this Article. The
employee or his Personal Representative shall sell the other fifty percent of
the Shares to the Company as provided in Article IIA(2).
ARTICLE III
GENERAL
A. Personal Representative. When used herein, "Personal
Representative" shall mean the person or persons, including any bank or trust
company, who shall be the duly appointed qualified and acting executor or
executors of the Last Will and Testament of the Employee, or the duly appointed,
qualified and acting administrator, administrator with the Will annexed or
administrator to collect of the estate of the Employee.
B. Assignment. The Company may assign in whole or in part to any
one or more of its then shareholders its rights under the options referred to
in Article II hereof. The Employee may not assign the stock or any of his
rights hereunder.
C. Legend. The certificate representing all of the Shares shall
have endorsed across the face or back thereof the following legend:
The shares of stock represented by this Certificate are subject
to the terms and conditions of a certain Agreement dated July 1,
1992, entered into between the Company and the holder of this
Certificate, which agreement is on file with the Secretary of
the Company.
D. Successors. The Agreement shall inure to the benefit of the
Company, its successors and assigns, and shall be binding upon the Employee,
his administrator, executor, personal representative, successors, heirs and
assigns.
E. Modification. No change to or modification of the Agreement
shall be valid unless it is in writing and signed by the Company and the
Employee.
F. Severability. The invalidity of any provision of the Agreement
shall not in any manner affect the validity of any other provisions hereof and
each and every provision of the Agreement shall be enforceable regardless of
the invalidity, if any, of any other provision hereof. In the event that it
should be finally judicially determined at any time that the Agreement is
invalid because of the length of its duration, then, in that event and in that
event only, the Agreement shall remain in full force and effect for such period
as, in view of all the circumstances, shall be deemed reasonable by the court
passing thereon.
<PAGE> 6
G. Notices. All notices required hereunder shall be in writing and
shall be deemed served when delivered personally to the person or entity for
whom intended or two days after deposit in the United States mail, certified
mail, return receipt requested, addressed to the person or entity for whom
intended. The address of the Company shall be its principal place of business,
the address of the Employee shall be the last known address of the Employee on
the records of the Company, and the address of any other person or entity
entitled to notice hereunder shall be the address provided for that person or
entity to the Company. The Employee or other person or entity to the Company.
The Employee or other person or entity can change his, her, or its address by
written notice to the Company.
H. Controlling Law. The Agreement shall be construed under the
laws of the State of Colorado.
I. Elimination of Fractional Shares. If under any provision of the
Agreement which requires a computation of the number of Shares, the number so
computed is not a whole number, such number shall be rounded down to the next
whole number.
J. Entire Agreement. The Agreement sets for the entire
understanding of the parties and supersedes all prior agreements, arrangements
and communications, whether oral or written, pertaining to the Shares.
IN WITNESS WHEREOF, the Agreement has been executed on and as of the
date first written above.
MOUNTAIN WEST BANKING CORPORATION
By: /s/ GARY S. JUDD
------------------------------
Gary S. Judd, President
EMPLOYEE
/s/ J. PATRICK McDUFF
------------------------------
<PAGE> 7
MOUNTAIN WEST BANKING CORPORATION
INCENTIVE STOCK PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of the 4th day of May,
1992, between Mountain West Banking Corporation (the "Company") and Michael Y.
Meganck (the "Employee").
In consideration of the agreements set forth below, the Company and
Employee agree as follows:
ARTICLE I
SALE TO EMPLOYEE
A. Purchase and Sale of Stock. The Company agrees to sell to the
Employee, and the Employee agrees to purchase from the Company, 300 shares (the
"Shares") of Class A Common Stock of the Company, par value $0.10 per share
("Common Stock"), at the aggregate price of $30.00 ($0.10 per share). Such
purchase and sale shall be consummated at the principal office of the Company,
within 10 days after the date hereof (or the next business day if such date
shall be a Saturday, Sunday or holiday). At the time for consummation, the
Company shall deliver the instructions to the Company's stock transfer agent to
register the shares in the name of the Employee, and the Employee shall
concurrently therewith deliver a check for the full purchase price of the
Shares.
ARTICLE II
REPURCHASES BY COMPANY
A. Vesting of Shares. (1) Subject to the remaining provisions of
this Paragraph A, the Shares shall constitute "Vested Shares," for purposes of
this Article as of four years from the date of this Agreement.
(2) If the employment of the Employee with the Company and all of
its wholly-owned subsidiaries, shall terminate for any reason other than death
or permanent disability prior to four years from the date of this Agreement, the
Employee, or his Personal Representative, shall sell the shares to the Company
for the same consideration paid in Article I(A). A purchase and sale pursuant to
this Article shall be consummated at a date mutually satisfactory to the Company
and the Employee, provided that if no date is agreed upon, such purchase and
sale shall take place on the date 30 days after the date of the Employee's
termination of employment.
(3) The purchase price for the Shares, pursuant to this article,
shall be paid in cash by the Company.
<PAGE> 8
(4) Notwithstanding any other provision of the Agreement to the
contrary, all Shares shall become Vested Shares if (a) the Company is a party
to a sale of all or substantially all of its assets; (b) the Company is
dissolved or liquidated; or (c) a merger of consolidation of the Company in
which the Company is not the surviving corporation occurs. The Employee shall
receive the same purchase consideration for these Shares as paid to all holders
of Class A Common Stock of the Company.
(5) In the event of the death or permanent disability, as defined
by the Compensation Committee of the Board of Directors, of the employee after
two years from the date of this agreement, fifty percent of the Shares covered
by this Agreement shall be constituted as Vested Shares under this Article. The
employee or his Personal Representative shall sell the other fifty percent of
the Shares to the Company as provided in Article IIA(2).
ARTICLE III
GENERAL
A. Personal Representative. When used herein, "Personal
Representative" shall mean the person or persons, including any bank or trust
company, who shall be the duly appointed qualified and acting executor or
executors of the Last Will and Testament of the Employee, or the duly appointed,
qualified and acting administrator, administrator with the Will annexed or
administrator to collect of the estate of the Employee.
B. Assignment. The Company may assign in whole or in part to any
one or more of its then shareholders its rights under the options referred to
in Article II hereof. The Employee may not assign the stock or any of his
rights hereunder.
C. Legend. The certificate representing all of the Shares shall
have endorsed across the face or back thereof the following legend:
The shares of stock represented by this Certificate are subject
to the terms and conditions of a certain Agreement dated May 4,
1992, entered into between the Company and the holder of this
Certificate, which agreement is on file with the Secretary of
the Company.
D. Successors. The Agreement shall inure to the benefit of the
Company, its successors and assigns, and shall be binding upon the Employee,
his administrator, executor, personal representative, successors, heirs and
assigns.
E. Modification. No change to or modification of the Agreement
shall be valid unless it is in writing and signed by the Company and the
Employee.
F. Severability. The invalidity of any provision of the Agreement
shall not in any manner affect the validity of any other provisions hereof and
each and every provision of the Agreement shall be enforceable regardless of
the invalidity, if any, of any other provision hereof. In the event that it
should be finally judicially determined at any time that the Agreement is
invalid because of the length of its duration, then, in that event and in that
event only, the Agreement shall remain in full force and effect for such period
as, in view of all the circumstances, shall be deemed reasonable by the court
passing thereon.
<PAGE> 9
G. Notices. All notices required hereunder shall be in writing and
shall be deemed served when delivered personally to the person or entity for
whom intended or two days after deposit in the United States mail, certified
mail, return receipt requested, addressed to the person or entity for whom
intended. The address of the Company shall be its principal place of business,
the address of the Employee shall be the last known address of the Employee on
the records of the Company, and the address of any other person or entity
entitled to notice hereunder shall be the address provided for that person or
entity to the Company. The Employee or other person or entity to the Company.
The Employee or other person or entity can change his, her, or its address by
written notice to the Company.
H. Controlling Law. The Agreement shall be construed under the
laws of the State of Colorado.
I. Elimination of Fractional Shares. If under any provision of the
Agreement which requires a computation of the number of Shares, the number so
computed is not a whole number, such number shall be rounded down to the next
whole number.
J. Entire Agreement. The Agreement sets for the entire
understanding of the parties and supersedes all prior agreements, arrangements
and communications, whether oral or written, pertaining to the Shares.
IN WITNESS WHEREOF, the Agreement has been executed on and as of the
date first written above.
MOUNTAIN WEST BANKING CORPORATION
By: /s/ GARY S. JUDD
------------------------------
Gary S. Judd, President
EMPLOYEE
/s/ MICHAEL Y. MEGANCK
------------------------------
<PAGE> 10
MOUNTAIN WEST BANKING CORPORATION
INCENTIVE STOCK PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of the 4th day of May,
1992, between Mountain West Banking Corporation (the "Company") and Ray L.
Nash (the "Employee").
In consideration of the agreements set forth below, the Company and
Employee agree as follows:
ARTICLE I
SALE TO EMPLOYEE
A. Purchase and Sale of Stock. The Company agrees to sell to the
Employee, and the Employee agrees to purchase from the Company, 600 shares (the
"Shares") of Class A Common Stock of the Company, par value $0.10 per share
("Common Stock"), at the aggregate price of $60.00 ($0.10 per share). Such
purchase and sale shall be consummated at the principal office of the Company,
within 10 days after the date hereof (or the next business day if such date
shall be a Saturday, Sunday or holiday). At the time for consummation, the
Company shall deliver the instructions to the Company's stock transfer agent to
register the shares in the name of the Employee, and the Employee shall
concurrently therewith deliver a check for the full purchase price of the
Shares.
ARTICLE II
REPURCHASES BY COMPANY
A. Vesting of Shares. (1) Subject to the remaining provisions of
this Paragraph A, the Shares shall constitute "Vested Shares," for purposes of
this Article as of four years from the date of this Agreement.
(2) If the employment of the Employee with the Company and all of
its wholly-owned subsidiaries, shall terminate for any reason other than death
or permanent disability prior to four years from the date of this Agreement, the
Employee, or his Personal Representative, shall sell the shares to the Company
for the same consideration paid in Article I(A). A purchase and sale pursuant to
this Article shall be consummated at a date mutually satisfactory to the Company
and the Employee, provided that if no date is agreed upon, such purchase and
sale shall take place on the date 30 days after the date of the Employee's
termination of employment.
(3) The purchase price for the Shares, pursuant to this article,
shall be paid in cash by the Company.
<PAGE> 11
(4) Notwithstanding any other provision of the Agreement to the
contrary, all Shares shall become Vested Shares if (a) the Company is a party
to a sale of all or substantially all of its assets; (b) the Company is
dissolved or liquidated; or (c) a merger of consolidation of the Company in
which the Company is not the surviving corporation occurs. The Employee shall
receive the same purchase consideration for these Shares as paid to all holders
of Class A Common Stock of the Company.
(5) In the event of the death or permanent disability, as defined
by the Compensation Committee of the Board of Directors, of the employee after
two years from the date of this agreement, fifty percent of the Shares covered
by this Agreement shall be constituted as Vested Shares under this Article. The
employee or his Personal Representative shall sell the other fifty percent of
the Shares to the Company as provided in Article IIA(2).
ARTICLE III
GENERAL
A. Personal Representative. When used herein, "Personal
Representative" shall mean the person or persons, including any bank or trust
company, who shall be the duly appointed qualified and acting executor or
executors of the Last Will and Testament of the Employee, or the duly appointed,
qualified and acting administrator, administrator with the Will annexed or
administrator to collect of the estate of the Employee.
B. Assignment. The Company may assign in whole or in part to any
one or more of its then shareholders its rights under the options referred to
in Article II hereof. The Employee may not assign the stock or any of his
rights hereunder.
C. Legend. The certificate representing all of the Shares shall
have endorsed across the face or back thereof the following legend:
The shares of stock represented by this Certificate are subject
to the terms and conditions of a certain Agreement dated May 4,
1992, entered into between the Company and the holder of this
Certificate, which agreement is on file with the Secretary of
the Company.
D. Successors. The Agreement shall inure to the benefit of the
Company, its successors and assigns, and shall be binding upon the Employee,
his administrator, executor, personal representative, successors, heirs and
assigns.
E. Modification. No change to or modification of the Agreement
shall be valid unless it is in writing and signed by the Company and the
Employee.
F. Severability. The invalidity of any provision of the Agreement
shall not in any manner affect the validity of any other provisions hereof and
each and every provision of the Agreement shall be enforceable regardless of
the invalidity, if any, of any other provision hereof. In the event that it
should be finally judicially determined at any time that the Agreement is
invalid because of the length of its duration, then, in that event and in that
event only, the Agreement shall remain in full force and effect for such period
as, in view of all the circumstances, shall be deemed reasonable by the court
passing thereon.
<PAGE> 12
G. Notices. All notices required hereunder shall be in writing and
shall be deemed served when delivered personally to the person or entity for
whom intended or two days after deposit in the United States mail, certified
mail, return receipt requested, addressed to the person or entity for whom
intended. The address of the Company shall be its principal place of business,
the address of the Employee shall be the last known address of the Employee on
the records of the Company, and the address of any other person or entity
entitled to notice hereunder shall be the address provided for that person or
entity to the Company. The Employee or other person or entity to the Company.
The Employee or other person or entity can change his, her, or its address by
written notice to the Company.
H. Controlling Law. The Agreement shall be construed under the
laws of the State of Colorado.
I. Elimination of Fractional Shares. If under any provision of the
Agreement which requires a computation of the number of Shares, the number so
computed is not a whole number, such number shall be rounded down to the next
whole number.
J. Entire Agreement. The Agreement sets for the entire
understanding of the parties and supersedes all prior agreements, arrangements
and communications, whether oral or written, pertaining to the Shares.
IN WITNESS WHEREOF, the Agreement has been executed on and as of the
date first written above.
MOUNTAIN WEST BANKING CORPORATION
By: /s/ GARY S. JUDD
------------------------------
Gary S. Judd, President
EMPLOYEE
/s/ RAY L. NASH
------------------------------
<PAGE> 13
MOUNTAIN WEST BANKING CORPORATION
INCENTIVE STOCK PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of the 4th day of May,
1992, between Mountain West Banking Corporation (the "Company") and Joseph J.
Wolf (the "Employee").
In consideration of the agreements set forth below, the Company and
Employee agree as follows:
ARTICLE I
SALE TO EMPLOYEE
A. Purchase and Sale of Stock. The Company agrees to sell to the
Employee, and the Employee agrees to purchase from the Company, 150 shares (the
"Shares") of Class A Common Stock of the Company, par value $0.10 per share
("Common Stock"), at the aggregate price of $15.00 ($0.10 per share). Such
purchase and sale shall be consummated at the principal office of the Company,
within 10 days after the date hereof (or the next business day if such date
shall be a Saturday, Sunday or holiday). At the time for consummation, the
Company shall deliver the instructions to the Company's stock transfer agent to
register the shares in the name of the Employee, and the Employee shall
concurrently therewith deliver a check for the full purchase price of the
Shares.
ARTICLE II
REPURCHASES BY COMPANY
A. Vesting of Shares. (1) Subject to the remaining provisions of
this Paragraph A, the Shares shall constitute "Vested Shares," for purposes of
this Article as of four years from the date of this Agreement.
(2) If the employment of the Employee with the Company and all of
its wholly-owned subsidiaries, shall terminate for any reason other than death
or permanent disability prior to four years from the date of this Agreement, the
Employee, or his Personal Representative, shall sell the shares to the Company
for the same consideration paid in Article I(A). A purchase and sale pursuant to
this Article shall be consummated at a date mutually satisfactory to the Company
and the Employee, provided that if no date is agreed upon, such purchase and
sale shall take place on the date 30 days after the date of the Employee's
termination of employment.
(3) The purchase price for the Shares, pursuant to this article,
shall be paid in cash by the Company.
<PAGE> 14
(4) Notwithstanding any other provision of the Agreement to the
contrary, all Shares shall become Vested Shares if (a) the Company is a party
to a sale of all or substantially all of its assets; (b) the Company is
dissolved or liquidated; or (c) a merger of consolidation of the Company in
which the Company is not the surviving corporation occurs. The Employee shall
receive the same purchase consideration for these Shares as paid to all holders
of Class A Common Stock of the Company.
(5) In the event of the death or permanent disability, as defined
by the Compensation Committee of the Board of Directors, of the employee after
two years from the date of this agreement, fifty percent of the Shares covered
by this Agreement shall be constituted as Vested Shares under this Article. The
employee or his Personal Representative shall sell the other fifty percent of
the Shares to the Company as provided in Article IIA(2).
ARTICLE III
GENERAL
A. Personal Representative. When used herein, "Personal
Representative" shall mean the person or persons, including any bank or trust
company, who shall be the duly appointed qualified and acting executor or
executors of the Last Will and Testament of the Employee, or the duly appointed,
qualified and acting administrator, administrator with the Will annexed or
administrator to collect of the estate of the Employee.
B. Assignment. The Company may assign in whole or in part to any
one or more of its then shareholders its rights under the options referred to
in Article II hereof. The Employee may not assign the stock or any of his
rights hereunder.
C. Legend. The certificate representing all of the Shares shall
have endorsed across the face or back thereof the following legend:
The shares of stock represented by this Certificate are subject
to the terms and conditions of a certain Agreement dated May 4,
1992, entered into between the Company and the holder of this
Certificate, which agreement is on file with the Secretary of
the Company.
D. Successors. The Agreement shall inure to the benefit of the
Company, its successors and assigns, and shall be binding upon the Employee,
his administrator, executor, personal representative, successors, heirs and
assigns.
E. Modification. No change to or modification of the Agreement
shall be valid unless it is in writing and signed by the Company and the
Employee.
F. Severability. The invalidity of any provision of the Agreement
shall not in any manner affect the validity of any other provisions hereof and
each and every provision of the Agreement shall be enforceable regardless of
the invalidity, if any, of any other provision hereof. In the event that it
should be finally judicially determined at any time that the Agreement is
invalid because of the length of its duration, then, in that event and in that
event only, the Agreement shall remain in full force and effect for such period
as, in view of all the circumstances, shall be deemed reasonable by the court
passing thereon.
<PAGE> 15
G. Notices. All notices required hereunder shall be in writing and
shall be deemed served when delivered personally to the person or entity for
whom intended or two days after deposit in the United States mail, certified
mail, return receipt requested, addressed to the person or entity for whom
intended. The address of the Company shall be its principal place of business,
the address of the Employee shall be the last known address of the Employee on
the records of the Company, and the address of any other person or entity
entitled to notice hereunder shall be the address provided for that person or
entity to the Company. The Employee or other person or entity to the Company.
The Employee or other person or entity can change his, her, or its address by
written notice to the Company.
H. Controlling Law. The Agreement shall be construed under the
laws of the State of Colorado.
I. Elimination of Fractional Shares. If under any provision of the
Agreement which requires a computation of the number of Shares, the number so
computed is not a whole number, such number shall be rounded down to the next
whole number.
J. Entire Agreement. The Agreement sets for the entire
understanding of the parties and supersedes all prior agreements, arrangements
and communications, whether oral or written, pertaining to the Shares.
IN WITNESS WHEREOF, the Agreement has been executed on and as of the
date first written above.
MOUNTAIN WEST BANKING CORPORATION
By: /s/ GARY S. JUDD
------------------------------
Gary S. Judd, President
EMPLOYEE
/s/ JOSEPH J. WOLF
------------------------------
<PAGE> 16
VECTRA BANKING CORPORATION
INCENTIVE STOCK PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of the 15th day of May,
1994, between Vectra Banking Corporation (the "Company") and June Kilburn (the
"Employee").
In consideration of the agreements set forth below, the Company and
Employee agree as follows:
ARTICLE I
SALE TO EMPLOYEE
A. Purchase and Sale of Stock. The Company agrees to sell to the
Employee, and the Employee agrees to purchase from the Company, 250 shares (the
"Shares") of Class A Common Stock of the Company, par value $0.01 per share
("Common Stock"), at the aggregate price of $2.50 ($0.01 per share). Such
purchase and sale shall be consummated at the principal office of the Company,
within 10 days after the date hereof (or the next business day if such date
shall be a Saturday, Sunday or holiday). At the time for consummation, the
Company shall deliver the instructions to the Company's stock transfer agent to
register the shares in the name of the Employee, and the Employee shall
concurrently therewith deliver a check for the full purchase price of the
Shares.
ARTICLE II
REPURCHASES BY COMPANY
A. Vesting of Shares. (1) Subject to the remaining provisions of
this Paragraph A, the Shares shall constitute "Vested Shares," for purposes of
this Article as of four years from the plan issuance date of May 4, 1992.
(2) If the employment of the Employee with the Company and all of
its wholly-owned subsidiaries, shall terminate for any reason other than death
or permanent disability prior to four years from the date of this Agreement, the
Employee, or his Personal Representative, shall sell the shares to the Company
for the same consideration paid in Article I(A). A purchase and sale pursuant to
this Article shall be consummated at a date mutually satisfactory to the Company
and the Employee, provided that if no date is agreed upon, such purchase and
sale shall take place on the date 30 days after the date of the Employee's
termination of employment.
(3) The purchase price for the Shares, pursuant to this article,
shall be paid in cash by the Company.
(4) Notwithstanding any other provision of the Agreement to the
contrary, all Shares shall become Vested Shares if (a) the Company is a party
to a sale of all or substantially all of its assets; (b) the Company is
dissolved or liquidated; or (c) a merger of consolidation of the Company in
which the Company is not the surviving corporation occurs. The Employee shall
receive the same purchase consideration for these Shares as paid to all holders
of Class A Common Stock of the Company.
<PAGE> 17
(5) In the event of the death or permanent disability, as defined
by the Compensation Committee of the Board of Directors, of the employee after
two years from the date of this agreement, fifty percent of the Shares covered
by this Agreement shall be constituted as Vested Shares under this Article. The
employee or his Personal Representative shall sell the other fifty percent of
the Shares to the Company as provided in Article IIA(2).
ARTICLE III
GENERAL
A. Personal Representative. When used herein, "Personal
Representative" shall mean the person or persons, including any bank or trust
company, who shall be the duly appointed qualified and acting executor or
executors of the Last Will and Testament of the Employee, or the duly appointed,
qualified and acting administrator, administrator with the Will annexed or
administrator to collect of the estate of the Employee.
B. Assignment. The Company may assign in whole or in part to any
one or more of its then shareholders its rights under the options referred to
in Article II hereof. The Employee may not assign the stock or any of his
rights hereunder.
C. Legend. The certificate representing all of the Shares shall
have endorsed across the face or back thereof the following legend:
The shares of stock represented by this Certificate are subject
to the terms and conditions of a certain Agreement dated
May 15, 1994, entered into between the Company and the holder
of this Certificate, which agreement is on file with the
Secretary of the Company.
D. Successors. The Agreement shall inure to the benefit of the
Company, its successors and assigns, and shall be binding upon the Employee,
his administrator, executor, personal representative, successors, heirs and
assigns.
E. Modification. No change to or modification of the Agreement
shall be valid unless it is in writing and signed by the Company and the
Employee.
F. Severability. The invalidity of any provision of the Agreement
shall not in any manner affect the validity of any other provisions hereof and
each and every provision of the Agreement shall be enforceable regardless of
the invalidity, if any, of any other provision hereof. In the event that it
should be finally judicially determined at any time that the Agreement is
invalid because of the length of its duration, then, in that event and in that
event only, the Agreement shall remain in full force and effect for such period
as, in view of all the circumstances, shall be deemed reasonable by the court
passing thereon.
<PAGE> 18
G. Notices. All notices required hereunder shall be in writing and
shall be deemed served when delivered personally to the person or entity for
whom intended or two days after deposit in the United States mail, certified
mail, return receipt requested, addressed to the person or entity for whom
intended. The address of the Company shall be its principal place of business,
the address of the Employee shall be the last known address of the Employee on
the records of the Company, and the address of any other person or entity
entitled to notice hereunder shall be the address provided for that person or
entity to the Company. The Employee or other person or entity to the Company.
The Employee or other person or entity can change his, her, or its address by
written notice to the Company.
H. Controlling Law. The Agreement shall be construed under the
laws of the State of Colorado.
I. Elimination of Fractional Shares. If under any provision of the
Agreement which requires a computation of the number of Shares, the number so
computed is not a whole number, such number shall be rounded down to the next
whole number.
J. Entire Agreement. The Agreement sets for the entire
understanding of the parties and supersedes all prior agreements, arrangements
and communications, whether oral or written, pertaining to the Shares.
IN WITNESS WHEREOF, the Agreement has been executed on and as of the
date first written above.
VECTRA BANKING CORPORATION
By: /s/ GARY S. JUDD
------------------------------
Gary S. Judd, President
EMPLOYEE
/s/ JUNE KILBURN
------------------------------
<PAGE> 19
VECTRA BANKING CORPORATION
INCENTIVE STOCK PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of the 15th day of May,
1994, between Vectra Banking Corporation (the "Company") and J. Patrick McDuff
(the "Employee").
In consideration of the agreements set forth below, the Company and
Employee agree as follows:
ARTICLE I
SALE TO EMPLOYEE
A. Purchase and Sale of Stock. The Company agrees to sell to the
Employee, and the Employee agrees to purchase from the Company, 500 shares (the
"Shares") of Class A Common Stock of the Company, par value $0.01 per share
("Common Stock"), at the aggregate price of $5.00 ($0.01 per share). Such
purchase and sale shall be consummated at the principal office of the Company,
within 10 days after the date hereof (or the next business day if such date
shall be a Saturday, Sunday or holiday). At the time for consummation, the
Company shall deliver the instructions to the Company's stock transfer agent to
register the shares in the name of the Employee, and the Employee shall
concurrently therewith deliver a check for the full purchase price of the
Shares.
ARTICLE II
REPURCHASES BY COMPANY
A. Vesting of Shares. (1) Subject to the remaining provisions of
this Paragraph A, the Shares shall constitute "Vested Shares," for purposes of
this Article as of four years from the plan issuance date of May 4, 1992.
(2) If the employment of the Employee with the Company and all of
its wholly-owned subsidiaries, shall terminate for any reason other than death
or permanent disability prior to four years from the date of this Agreement, the
Employee, or his Personal Representative, shall sell the shares to the Company
for the same consideration paid in Article I(A). A purchase and sale pursuant to
this Article shall be consummated at a date mutually satisfactory to the Company
and the Employee, provided that if no date is agreed upon, such purchase and
sale shall take place on the date 30 days after the date of the Employee's
termination of employment.
(3) The purchase price for the Shares, pursuant to this article,
shall be paid in cash by the Company.
(4) Notwithstanding any other provision of the Agreement to the
contrary, all Shares shall become Vested Shares if (a) the Company is a party
to a sale of all or substantially all of its assets; (b) the Company is
dissolved or liquidated; or (c) a merger of consolidation of the Company in
which the Company is not the surviving corporation occurs. The Employee shall
receive the same purchase consideration for these Shares as paid to all holders
of Class A Common Stock of the Company.
<PAGE> 20
(5) In the event of the death or permanent disability, as defined
by the Compensation Committee of the Board of Directors, of the employee after
two years from the date of this agreement, fifty percent of the Shares covered
by this Agreement shall be constituted as Vested Shares under this Article. The
employee or his Personal Representative shall sell the other fifty percent of
the Shares to the Company as provided in Article IIA(2).
ARTICLE III
GENERAL
A. Personal Representative. When used herein, "Personal
Representative" shall mean the person or persons, including any bank or trust
company, who shall be the duly appointed qualified and acting executor or
executors of the Last Will and Testament of the Employee, or the duly appointed,
qualified and acting administrator, administrator with the Will annexed or
administrator to collect of the estate of the Employee.
B. Assignment. The Company may assign in whole or in part to any
one or more of its then shareholders its rights under the options referred to
in Article II hereof. The Employee may not assign the stock or any of his
rights hereunder.
C. Legend. The certificate representing all of the Shares shall
have endorsed across the face or back thereof the following legend:
The shares of stock represented by this Certificate are subject
to the terms and conditions of a certain Agreement dated
May 15, 1994, entered into between the Company and the
holder of this Certificate, which agreement is on file with
the Secretary of the Company.
D. Successors. The Agreement shall inure to the benefit of the
Company, its successors and assigns, and shall be binding upon the Employee,
his administrator, executor, personal representative, successors, heirs and
assigns.
E. Modification. No change to or modification of the Agreement
shall be valid unless it is in writing and signed by the Company and the
Employee.
F. Severability. The invalidity of any provision of the Agreement
shall not in any manner affect the validity of any other provisions hereof and
each and every provision of the Agreement shall be enforceable regardless of
the invalidity, if any, of any other provision hereof. In the event that it
should be finally judicially determined at any time that the Agreement is
invalid because of the length of its duration, then, in that event and in that
event only, the Agreement shall remain in full force and effect for such period
as, in view of all the circumstances, shall be deemed reasonable by the court
passing thereon.
<PAGE> 21
G. Notices. All notices required hereunder shall be in writing and
shall be deemed served when delivered personally to the person or entity for
whom intended or two days after deposit in the United States mail, certified
mail, return receipt requested, addressed to the person or entity for whom
intended. The address of the Company shall be its principal place of business,
the address of the Employee shall be the last known address of the Employee on
the records of the Company, and the address of any other person or entity
entitled to notice hereunder shall be the address provided for that person or
entity to the Company. The Employee or other person or entity to the Company.
The Employee or other person or entity can change his, her, or its address by
written notice to the Company.
H. Controlling Law. The Agreement shall be construed under the
laws of the State of Colorado.
I. Elimination of Fractional Shares. If under any provision of the
Agreement which requires a computation of the number of Shares, the number so
computed is not a whole number, such number shall be rounded down to the next
whole number.
J. Entire Agreement. The Agreement sets for the entire
understanding of the parties and supersedes all prior agreements, arrangements
and communications, whether oral or written, pertaining to the Shares.
IN WITNESS WHEREOF, the Agreement has been executed on and as of the
date first written above.
VECTRA BANKING CORPORATION
By: /s/ GARY S. JUDD
------------------------------
Gary S. Judd, President
EMPLOYEE
/s/ J. PATRICK MCDUFF
------------------------------
<PAGE> 22
VECTRA BANKING CORPORATION
INCENTIVE STOCK PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of the 15th day of May,
1994, between Vectra Banking Corporation (the "Company") and Michael Y. Meganck
(the "Employee").
In consideration of the agreements set forth below, the Company and
Employee agree as follows:
ARTICLE I
SALE TO EMPLOYEE
A. Purchase and Sale of Stock. The Company agrees to sell to the
Employee, and the Employee agrees to purchase from the Company, 1,000 shares
(the "Shares") of Class A Common Stock of the Company, par value $0.01 per share
("Common Stock"), at the aggregate price of $10.00 ($0.01 per share). Such
purchase and sale shall be consummated at the principal office of the Company,
within 10 days after the date hereof (or the next business day if such date
shall be a Saturday, Sunday or holiday). At the time for consummation, the
Company shall deliver the instructions to the Company's stock transfer agent to
register the shares in the name of the Employee, and the Employee shall
concurrently therewith deliver a check for the full purchase price of the
Shares.
ARTICLE II
REPURCHASES BY COMPANY
A. Vesting of Shares. (1) Subject to the remaining provisions of
this Paragraph A, the Shares shall constitute "Vested Shares," for purposes of
this Article as of four years from the plan issuance date of May 4, 1992.
(2) If the employment of the Employee with the Company and all of
its wholly-owned subsidiaries, shall terminate for any reason other than death
or permanent disability prior to four years from the date of this Agreement, the
Employee, or his Personal Representative, shall sell the shares to the Company
for the same consideration paid in Article I(A). A purchase and sale pursuant to
this Article shall be consummated at a date mutually satisfactory to the Company
and the Employee, provided that if no date is agreed upon, such purchase and
sale shall take place on the date 30 days after the date of the Employee's
termination of employment.
(3) The purchase price for the Shares, pursuant to this article,
shall be paid in cash by the Company.
(4) Notwithstanding any other provision of the Agreement to the
contrary, all Shares shall become Vested Shares if (a) the Company is a party
to a sale of all or substantially all of its assets; (b) the Company is
dissolved or liquidated; or (c) a merger of consolidation of the Company in
which the Company is not the surviving corporation occurs. The Employee shall
receive the same purchase consideration for these Shares as paid to all holders
of Class A Common Stock of the Company.
<PAGE> 23
(5) In the event of the death or permanent disability, as defined
by the Compensation Committee of the Board of Directors, of the employee after
two years from the date of this agreement, fifty percent of the Shares covered
by this Agreement shall be constituted as Vested Shares under this Article. The
employee or his Personal Representative shall sell the other fifty percent of
the Shares to the Company as provided in Article IIA(2).
ARTICLE III
GENERAL
A. Personal Representative. When used herein, "Personal
Representative" shall mean the person or persons, including any bank or trust
company, who shall be the duly appointed qualified and acting executor or
executors of the Last Will and Testament of the Employee, or the duly appointed,
qualified and acting administrator, administrator with the Will annexed or
administrator to collect of the estate of the Employee.
B. Assignment. The Company may assign in whole or in part to any
one or more of its then shareholders its rights under the options referred to
in Article II hereof. The Employee may not assign the stock or any of his
rights hereunder.
C. Legend. The certificate representing all of the Shares shall
have endorsed across the face or back thereof the following legend:
The shares of stock represented by this Certificate are subject
to the terms and conditions of a certain Agreement dated
May 15, 1994, entered into between the Company and the
holder of this Certificate, which agreement is on file with
the Secretary of the Company.
D. Successors. The Agreement shall inure to the benefit of the
Company, its successors and assigns, and shall be binding upon the Employee,
his administrator, executor, personal representative, successors, heirs and
assigns.
E. Modification. No change to or modification of the Agreement
shall be valid unless it is in writing and signed by the Company and the
Employee.
F. Severability. The invalidity of any provision of the Agreement
shall not in any manner affect the validity of any other provisions hereof and
each and every provision of the Agreement shall be enforceable regardless of
the invalidity, if any, of any other provision hereof. In the event that it
should be finally judicially determined at any time that the Agreement is
invalid because of the length of its duration, then, in that event and in that
event only, the Agreement shall remain in full force and effect for such period
as, in view of all the circumstances, shall be deemed reasonable by the court
passing thereon.
<PAGE> 24
G. Notices. All notices required hereunder shall be in writing and
shall be deemed served when delivered personally to the person or entity for
whom intended or two days after deposit in the United States mail, certified
mail, return receipt requested, addressed to the person or entity for whom
intended. The address of the Company shall be its principal place of business,
the address of the Employee shall be the last known address of the Employee on
the records of the Company, and the address of any other person or entity
entitled to notice hereunder shall be the address provided for that person or
entity to the Company. The Employee or other person or entity to the Company.
The Employee or other person or entity can change his, her, or its address by
written notice to the Company.
H. Controlling Law. The Agreement shall be construed under the
laws of the State of Colorado.
I. Elimination of Fractional Shares. If under any provision of the
Agreement which requires a computation of the number of Shares, the number so
computed is not a whole number, such number shall be rounded down to the next
whole number.
J. Entire Agreement. The Agreement sets for the entire
understanding of the parties and supersedes all prior agreements, arrangements
and communications, whether oral or written, pertaining to the Shares.
IN WITNESS WHEREOF, the Agreement has been executed on and as of the
date first written above.
VECTRA BANKING CORPORATION
By: /s/ GARY S. JUDD
------------------------------
Gary S. Judd, President
EMPLOYEE
/s/ MICHAEL Y. MEGANCK
------------------------------
<PAGE> 25
VECTRA BANKING CORPORATION
INCENTIVE STOCK PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of the 15th day of May,
1994, between Vectra Banking Corporation (the "Company") and Ray L. Nash
(the "Employee").
In consideration of the agreements set forth below, the Company and
Employee agree as follows:
ARTICLE I
SALE TO EMPLOYEE
A. Purchase and Sale of Stock. The Company agrees to sell to the
Employee, and the Employee agrees to purchase from the Company, 2,000 shares
(the "Shares") of Class A Common Stock of the Company, par value $0.01 per share
("Common Stock"), at the aggregate price of $20.00 ($0.01 per share). Such
purchase and sale shall be consummated at the principal office of the Company,
within 10 days after the date hereof (or the next business day if such date
shall be a Saturday, Sunday or holiday). At the time for consummation, the
Company shall deliver the instructions to the Company's stock transfer agent to
register the shares in the name of the Employee, and the Employee shall
concurrently therewith deliver a check for the full purchase price of the
Shares.
ARTICLE II
REPURCHASES BY COMPANY
A. Vesting of Shares. (1) Subject to the remaining provisions of
this Paragraph A, the Shares shall constitute "Vested Shares," for purposes of
this Article as of four years from the plan issuance date of May 4, 1992.
(2) If the employment of the Employee with the Company and all of
its wholly-owned subsidiaries, shall terminate for any reason other than death
or permanent disability prior to four years from the date of this Agreement, the
Employee, or his Personal Representative, shall sell the shares to the Company
for the same consideration paid in Article I(A). A purchase and sale pursuant to
this Article shall be consummated at a date mutually satisfactory to the Company
and the Employee, provided that if no date is agreed upon, such purchase and
sale shall take place on the date 30 days after the date of the Employee's
termination of employment.
(3) The purchase price for the Shares, pursuant to this article,
shall be paid in cash by the Company.
(4) Notwithstanding any other provision of the Agreement to the
contrary, all Shares shall become Vested Shares if (a) the Company is a party
to a sale of all or substantially all of its assets; (b) the Company is
dissolved or liquidated; or (c) a merger of consolidation of the Company in
which the Company is not the surviving corporation occurs. The Employee shall
receive the same purchase consideration for these Shares as paid to all holders
of Class A Common Stock of the Company.
<PAGE> 26
(5) In the event of the death or permanent disability, as defined
by the Compensation Committee of the Board of Directors, of the employee after
two years from the date of this agreement, fifty percent of the Shares covered
by this Agreement shall be constituted as Vested Shares under this Article. The
employee or his Personal Representative shall sell the other fifty percent of
the Shares to the Company as provided in Article IIA(2).
ARTICLE III
GENERAL
A. Personal Representative. When used herein, "Personal
Representative" shall mean the person or persons, including any bank or trust
company, who shall be the duly appointed qualified and acting executor or
executors of the Last Will and Testament of the Employee, or the duly appointed,
qualified and acting administrator, administrator with the Will annexed or
administrator to collect of the estate of the Employee.
B. Assignment. The Company may assign in whole or in part to any
one or more of its then shareholders its rights under the options referred to
in Article II hereof. The Employee may not assign the stock or any of his
rights hereunder.
C. Legend. The certificate representing all of the Shares shall
have endorsed across the face or back thereof the following legend:
The shares of stock represented by this Certificate are subject
to the terms and conditions of a certain Agreement dated May
15, 1994, entered into between the Company and the holder of
this Certificate, which agreement is on file with the Secretary
of the Company.
D. Successors. The Agreement shall inure to the benefit of the
Company, its successors and assigns, and shall be binding upon the Employee,
his administrator, executor, personal representative, successors, heirs and
assigns.
E. Modification. No change to or modification of the Agreement
shall be valid unless it is in writing and signed by the Company and the
Employee.
F. Severability. The invalidity of any provision of the Agreement
shall not in any manner affect the validity of any other provisions hereof and
each and every provision of the Agreement shall be enforceable regardless of
the invalidity, if any, of any other provision hereof. In the event that it
should be finally judicially determined at any time that the Agreement is
invalid because of the length of its duration, then, in that event and in that
event only, the Agreement shall remain in full force and effect for such period
as, in view of all the circumstances, shall be deemed reasonable by the court
passing thereon.
<PAGE> 27
G. Notices. All notices required hereunder shall be in writing and
shall be deemed served when delivered personally to the person or entity for
whom intended or two days after deposit in the United States mail, certified
mail, return receipt requested, addressed to the person or entity for whom
intended. The address of the Company shall be its principal place of business,
the address of the Employee shall be the last known address of the Employee on
the records of the Company, and the address of any other person or entity
entitled to notice hereunder shall be the address provided for that person or
entity to the Company. The Employee or other person or entity to the Company.
The Employee or other person or entity can change his, her, or its address by
written notice to the Company.
H. Controlling Law. The Agreement shall be construed under the
laws of the State of Colorado.
I. Elimination of Fractional Shares. If under any provision of the
Agreement which requires a computation of the number of Shares, the number so
computed is not a whole number, such number shall be rounded down to the next
whole number.
J. Entire Agreement. The Agreement sets for the entire
understanding of the parties and supersedes all prior agreements, arrangements
and communications, whether oral or written, pertaining to the Shares.
IN WITNESS WHEREOF, the Agreement has been executed on and as of the
date first written above.
VECTRA BANKING CORPORATION
By: /s/ GARY S. JUDD
------------------------------
Gary S. Judd, President
EMPLOYEE
/s/ RAY L. NASH
------------------------------
<PAGE> 28
VECTRA BANKING CORPORATION
INCENTIVE STOCK PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of the 15th day of May,
1994, between Vectra Banking Corporation (the "Company") and Debra J. Tynan
(the "Employee").
In consideration of the agreements set forth below, the Company and
Employee agree as follows:
ARTICLE I
SALE TO EMPLOYEE
A. Purchase and Sale of Stock. The Company agrees to sell to the
Employee, and the Employee agrees to purchase from the Company, 250 shares (the
"Shares") of Class A Common Stock of the Company, par value $0.01 per share
("Common Stock"), at the aggregate price of $2.50 ($0.01 per share). Such
purchase and sale shall be consummated at the principal office of the Company,
within 10 days after the date hereof (or the next business day if such date
shall be a Saturday, Sunday or holiday). At the time for consummation, the
Company shall deliver the instructions to the Company's stock transfer agent to
register the shares in the name of the Employee, and the Employee shall
concurrently therewith deliver a check for the full purchase price of the
Shares.
ARTICLE II
REPURCHASES BY COMPANY
A. Vesting of Shares. (1) Subject to the remaining provisions of
this Paragraph A, the Shares shall constitute "Vested Shares," for purposes of
this Article as of four years from the plan issuance date of May 4, 1992.
(2) If the employment of the Employee with the Company and all of
its wholly-owned subsidiaries, shall terminate for any reason other than death
or permanent disability prior to four years from the date of this Agreement, the
Employee, or his Personal Representative, shall sell the shares to the Company
for the same consideration paid in Article I(A). A purchase and sale pursuant to
this Article shall be consummated at a date mutually satisfactory to the Company
and the Employee, provided that if no date is agreed upon, such purchase and
sale shall take place on the date 30 days after the date of the Employee's
termination of employment.
(3) The purchase price for the Shares, pursuant to this article,
shall be paid in cash by the Company.
(4) Notwithstanding any other provision of the Agreement to the
contrary, all Shares shall become Vested Shares if (a) the Company is a party
to a sale of all or substantially all of its assets; (b) the Company is
dissolved or liquidated; or (c) a merger of consolidation of the Company in
which the Company is not the surviving corporation occurs. The Employee shall
receive the same purchase consideration for these Shares as paid to all holders
of Class A Common Stock of the Company.
<PAGE> 29
(5) In the event of the death or permanent disability, as defined
by the Compensation Committee of the Board of Directors, of the employee after
two years from the date of this agreement, fifty percent of the Shares covered
by this Agreement shall be constituted as Vested Shares under this Article. The
employee or his Personal Representative shall sell the other fifty percent of
the Shares to the Company as provided in Article IIA(2).
ARTICLE III
GENERAL
A. Personal Representative. When used herein, "Personal
Representative" shall mean the person or persons, including any bank or trust
company, who shall be the duly appointed qualified and acting executor or
executors of the Last Will and Testament of the Employee, or the duly appointed,
qualified and acting administrator, administrator with the Will annexed or
administrator to collect of the estate of the Employee.
B. Assignment. The Company may assign in whole or in part to any
one or more of its then shareholders its rights under the options referred to
in Article II hereof. The Employee may not assign the stock or any of his
rights hereunder.
C. Legend. The certificate representing all of the Shares shall
have endorsed across the face or back thereof the following legend:
The shares of stock represented by this Certificate are subject
to the terms and conditions of a certain Agreement dated
May 15, 1994, entered into between the Company and the
holder of this Certificate, which agreement is on file with
the Secretary of the Company.
D. Successors. The Agreement shall inure to the benefit of the
Company, its successors and assigns, and shall be binding upon the Employee,
his administrator, executor, personal representative, successors, heirs and
assigns.
E. Modification. No change to or modification of the Agreement
shall be valid unless it is in writing and signed by the Company and the
Employee.
F. Severability. The invalidity of any provision of the Agreement
shall not in any manner affect the validity of any other provisions hereof and
each and every provision of the Agreement shall be enforceable regardless of
the invalidity, if any, of any other provision hereof. In the event that it
should be finally judicially determined at any time that the Agreement is
invalid because of the length of its duration, then, in that event and in that
event only, the Agreement shall remain in full force and effect for such period
as, in view of all the circumstances, shall be deemed reasonable by the court
passing thereon.
<PAGE> 30
G. Notices. All notices required hereunder shall be in writing and
shall be deemed served when delivered personally to the person or entity for
whom intended or two days after deposit in the United States mail, certified
mail, return receipt requested, addressed to the person or entity for whom
intended. The address of the Company shall be its principal place of business,
the address of the Employee shall be the last known address of the Employee on
the records of the Company, and the address of any other person or entity
entitled to notice hereunder shall be the address provided for that person or
entity to the Company. The Employee or other person or entity to the Company.
The Employee or other person or entity can change his, her, or its address by
written notice to the Company.
H. Controlling Law. The Agreement shall be construed under the
laws of the State of Colorado.
I. Elimination of Fractional Shares. If under any provision of the
Agreement which requires a computation of the number of Shares, the number so
computed is not a whole number, such number shall be rounded down to the next
whole number.
J. Entire Agreement. The Agreement sets for the entire
understanding of the parties and supersedes all prior agreements, arrangements
and communications, whether oral or written, pertaining to the Shares.
IN WITNESS WHEREOF, the Agreement has been executed on and as of the
date first written above.
VECTRA BANKING CORPORATION
By: /s/ GARY S. JUDD
------------------------------
Gary S. Judd, President
EMPLOYEE
/s/ DEBRA J. TYNAN
------------------------------
<PAGE> 31
VECTRA BANKING CORPORATION
INCENTIVE STOCK PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of the 15th day of May,
1994, between Vectra Banking Corporation (the "Company") and Joseph J. Wolf
(the "Employee").
In consideration of the agreements set forth below, the Company and
Employee agree as follows:
ARTICLE I
SALE TO EMPLOYEE
A. Purchase and Sale of Stock. The Company agrees to sell to the
Employee, and the Employee agrees to purchase from the Company, 1,500 shares
(the "Shares") of Class A Common Stock of the Company, par value $0.01 per
share ("Common Stock"), at the aggregate price of $15.00 ($0.01 per share). Such
purchase and sale shall be consummated at the principal office of the Company,
within 10 days after the date hereof (or the next business day if such date
shall be a Saturday, Sunday or holiday). At the time for consummation, the
Company shall deliver the instructions to the Company's stock transfer agent to
register the shares in the name of the Employee, and the Employee shall
concurrently therewith deliver a check for the full purchase price of the
Shares.
ARTICLE II
REPURCHASES BY COMPANY
A. Vesting of Shares. (1) Subject to the remaining provisions of
this Paragraph A, the Shares shall constitute "Vested Shares," for purposes of
this Article as of four years from the plan issuance date of May 4, 1992.
(2) If the employment of the Employee with the Company and all of
its wholly-owned subsidiaries, shall terminate for any reason other than death
or permanent disability prior to four years from the date of this Agreement, the
Employee, or his Personal Representative, shall sell the shares to the Company
for the same consideration paid in Article I(A). A purchase and sale pursuant to
this Article shall be consummated at a date mutually satisfactory to the Company
and the Employee, provided that if no date is agreed upon, such purchase and
sale shall take place on the date 30 days after the date of the Employee's
termination of employment.
(3) The purchase price for the Shares, pursuant to this article,
shall be paid in cash by the Company.
(4) Notwithstanding any other provision of the Agreement to the
contrary, all Shares shall become Vested Shares if (a) the Company is a party
to a sale of all or substantially all of its assets; (b) the Company is
dissolved or liquidated; or (c) a merger of consolidation of the Company in
which the Company is not the surviving corporation occurs. The Employee shall
receive the same purchase consideration for these Shares as paid to all holders
of Class A Common Stock of the Company.
<PAGE> 32
(5) In the event of the death or permanent disability, as defined
by the Compensation Committee of the Board of Directors, of the employee after
two years from the date of this agreement, fifty percent of the Shares covered
by this Agreement shall be constituted as Vested Shares under this Article. The
employee or his Personal Representative shall sell the other fifty percent of
the Shares to the Company as provided in Article IIA(2).
ARTICLE III
GENERAL
A. Personal Representative. When used herein, "Personal
Representative" shall mean the person or persons, including any bank or trust
company, who shall be the duly appointed qualified and acting executor or
executors of the Last Will and Testament of the Employee, or the duly appointed,
qualified and acting administrator, administrator with the Will annexed or
administrator to collect of the estate of the Employee.
B. Assignment. The Company may assign in whole or in part to any
one or more of its then shareholders its rights under the options referred to
in Article II hereof. The Employee may not assign the stock or any of his
rights hereunder.
C. Legend. The certificate representing all of the Shares shall
have endorsed across the face or back thereof the following legend:
The shares of stock represented by this Certificate are subject
to the terms and conditions of a certain Agreement dated
May 15, 1994, entered into between the Company and the holder
of this Certificate, which agreement is on file with the
Secretary of the Company.
D. Successors. The Agreement shall inure to the benefit of the
Company, its successors and assigns, and shall be binding upon the Employee,
his administrator, executor, personal representative, successors, heirs and
assigns.
E. Modification. No change to or modification of the Agreement
shall be valid unless it is in writing and signed by the Company and the
Employee.
F. Severability. The invalidity of any provision of the Agreement
shall not in any manner affect the validity of any other provisions hereof and
each and every provision of the Agreement shall be enforceable regardless of
the invalidity, if any, of any other provision hereof. In the event that it
should be finally judicially determined at any time that the Agreement is
invalid because of the length of its duration, then, in that event and in that
event only, the Agreement shall remain in full force and effect for such period
as, in view of all the circumstances, shall be deemed reasonable by the court
passing thereon.
<PAGE> 33
G. Notices. All notices required hereunder shall be in writing and
shall be deemed served when delivered personally to the person or entity for
whom intended or two days after deposit in the United States mail, certified
mail, return receipt requested, addressed to the person or entity for whom
intended. The address of the Company shall be its principal place of business,
the address of the Employee shall be the last known address of the Employee on
the records of the Company, and the address of any other person or entity
entitled to notice hereunder shall be the address provided for that person or
entity to the Company. The Employee or other person or entity to the Company.
The Employee or other person or entity can change his, her, or its address by
written notice to the Company.
H. Controlling Law. The Agreement shall be construed under the
laws of the State of Colorado.
I. Elimination of Fractional Shares. If under any provision of the
Agreement which requires a computation of the number of Shares, the number so
computed is not a whole number, such number shall be rounded down to the next
whole number.
J. Entire Agreement. The Agreement sets for the entire
understanding of the parties and supersedes all prior agreements, arrangements
and communications, whether oral or written, pertaining to the Shares.
IN WITNESS WHEREOF, the Agreement has been executed on and as of the
date first written above.
VECTRA BANKING CORPORATION
By: /s/ GARY S. JUDD
------------------------------
Gary S. Judd, President
EMPLOYEE
/s/ JOSEPH J. WOLF
------------------------------
<PAGE> 34
VECTRA BANKING CORPORATION
INCENTIVE STOCK PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of the 4th day of May,
1996, between Vectra Banking Corporation (the "Company") and Robert C. Barton
(the "Employee").
In consideration of the agreements set forth below, the Company and
Employee agree as follows:
ARTICLE I
SALE TO EMPLOYEE
A. Purchase and Sale of Stock. The Company agrees to sell to the
Employee, and the Employee agrees to purchase from the Company, 300 shares (the
"Shares") of Class A Common Stock of the Company, par value $0.01 per share
("Common Stock"), at the aggregate price of $3.00 ($0.01 per share). Such
purchase and sale shall be consummated at the principal office of the Company,
within 10 days after the date hereof (or the next business day if such date
shall be a Saturday, Sunday or holiday). At the time for consummation, the
Company shall deliver the instructions to the Company's stock transfer agent to
register the shares in the name of the Employee, and the Employee shall
concurrently therewith deliver a check for the full purchase price of the
Shares.
ARTICLE II
REPURCHASES BY COMPANY
A. Vesting of Shares. (1) Subject to the remaining provisions of
this Paragraph A, the Shares shall constitute "Vested Shares," for purposes of
this Article as of four years from the plan issuance date of May 4, 1992.
(2) If the employment of the Employee with the Company and all of
its wholly-owned subsidiaries, shall terminate for any reason other than death
or permanent disability prior to four years from the date of this Agreement, the
Employee, or his Personal Representative, shall sell the shares to the Company
for the same consideration paid in Article I(A). A purchase and sale pursuant to
this Article shall be consummated at a date mutually satisfactory to the Company
and the Employee, provided that if no date is agreed upon, such purchase and
sale shall take place on the date 30 days after the date of the Employee's
termination of employment.
(3) The purchase price for the Shares, pursuant to this article,
shall be paid in cash by the Company.
(4) Notwithstanding any other provision of the Agreement to the
contrary, all Shares shall become Vested Shares if (a) the Company is a party
to a sale of all or substantially all of its assets; (b) the Company is
dissolved or liquidated; or (c) a merger of consolidation of the Company in
which the Company is not the surviving corporation occurs. The Employee shall
receive the same purchase consideration for these Shares as paid to all holders
of Class A Common Stock of the Company.
<PAGE> 35
(5) In the event of the death or permanent disability, as defined
by the Compensation Committee of the Board of Directors, of the employee after
two years from the date of this agreement, fifty percent of the Shares covered
by this Agreement shall be constituted as Vested Shares under this Article. The
employee or his Personal Representative shall sell the other fifty percent of
the Shares to the Company as provided in Article IIA(2).
ARTICLE III
GENERAL
A. Personal Representative. When used herein, "Personal
Representative" shall mean the person or persons, including any bank or trust
company, who shall be the duly appointed qualified and acting executor or
executors of the Last Will and Testament of the Employee, or the duly appointed,
qualified and acting administrator, administrator with the Will annexed or
administrator to collect of the estate of the Employee.
B. Assignment. The Company may assign in whole or in part to any
one or more of its then shareholders its rights under the options referred to
in Article II hereof. The Employee may not assign the stock or any of his
rights hereunder.
C. Legend. The certificate representing all of the Shares shall
have endorsed across the face or back thereof the following legend:
The shares of stock represented by this Certificate are subject
to the terms and conditions of a certain Agreement dated 4th
day of May, 1996, entered into between the Company and the
holder of this Certificate, which agreement is on file with
the Secretary of the Company.
D. Successors. The Agreement shall inure to the benefit of the
Company, its successors and assigns, and shall be binding upon the Employee,
his administrator, executor, personal representative, successors, heirs and
assigns.
E. Modification. No change to or modification of the Agreement
shall be valid unless it is in writing and signed by the Company and the
Employee.
F. Severability. The invalidity of any provision of the Agreement
shall not in any manner affect the validity of any other provisions hereof and
each and every provision of the Agreement shall be enforceable regardless of
the invalidity, if any, of any other provision hereof. In the event that it
should be finally judicially determined at any time that the Agreement is
invalid because of the length of its duration, then, in that event and in that
event only, the Agreement shall remain in full force and effect for such period
as, in view of all the circumstances, shall be deemed reasonable by the court
passing thereon.
<PAGE> 36
G. Notices. All notices required hereunder shall be in writing and
shall be deemed served when delivered personally to the person or entity for
whom intended or two days after deposit in the United States mail, certified
mail, return receipt requested, addressed to the person or entity for whom
intended. The address of the Company shall be its principal place of business,
the address of the Employee shall be the last known address of the Employee on
the records of the Company, and the address of any other person or entity
entitled to notice hereunder shall be the address provided for that person or
entity to the Company. The Employee or other person or entity to the Company.
The Employee or other person or entity can change his, her, or its address by
written notice to the Company.
H. Controlling Law. The Agreement shall be construed under the
laws of the State of Colorado.
I. Elimination of Fractional Shares. If under any provision of the
Agreement which requires a computation of the number of Shares, the number so
computed is not a whole number, such number shall be rounded down to the next
whole number.
J. Entire Agreement. The Agreement sets for the entire
understanding of the parties and supersedes all prior agreements, arrangements
and communications, whether oral or written, pertaining to the Shares.
IN WITNESS WHEREOF, the Agreement has been executed on and as of the
date first written above.
VECTRA BANKING CORPORATION
By: /s/ GARY S. JUDD
------------------------------
Gary S. Judd, President
EMPLOYEE
/s/ ROBERT C. BARTON
------------------------------
<PAGE> 37
VECTRA BANKING CORPORATION
INCENTIVE STOCK PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of the 4th day of May,
1996, between Vectra Banking Corporation (the "Company") and June Kilburn
(the "Employee").
In consideration of the agreements set forth below, the Company and
Employee agree as follows:
ARTICLE I
SALE TO EMPLOYEE
A. Purchase and Sale of Stock. The Company agrees to sell to the
Employee, and the Employee agrees to purchase from the Company, 150 shares (the
"Shares") of Class A Common Stock of the Company, par value $0.01 per share
("Common Stock"), at the aggregate price of $1.50 ($0.01 per share). Such
purchase and sale shall be consummated at the principal office of the Company,
within 10 days after the date hereof (or the next business day if such date
shall be a Saturday, Sunday or holiday). At the time for consummation, the
Company shall deliver the instructions to the Company's stock transfer agent to
register the shares in the name of the Employee, and the Employee shall
concurrently therewith deliver a check for the full purchase price of the
Shares.
ARTICLE II
REPURCHASES BY COMPANY
A. Vesting of Shares. (1) Subject to the remaining provisions of
this Paragraph A, the Shares shall constitute "Vested Shares," for purposes of
this Article as of four years from the plan issuance date of May 4, 1992.
(2) If the employment of the Employee with the Company and all of
its wholly-owned subsidiaries, shall terminate for any reason other than death
or permanent disability prior to four years from the date of this Agreement, the
Employee, or his Personal Representative, shall sell the shares to the Company
for the same consideration paid in Article I(A). A purchase and sale pursuant to
this Article shall be consummated at a date mutually satisfactory to the Company
and the Employee, provided that if no date is agreed upon, such purchase and
sale shall take place on the date 30 days after the date of the Employee's
termination of employment.
(3) The purchase price for the Shares, pursuant to this article,
shall be paid in cash by the Company.
(4) Notwithstanding any other provision of the Agreement to the
contrary, all Shares shall become Vested Shares if (a) the Company is a party
to a sale of all or substantially all of its assets; (b) the Company is
dissolved or liquidated; or (c) a merger of consolidation of the Company in
which the Company is not the surviving corporation occurs. The Employee shall
receive the same purchase consideration for these Shares as paid to all holders
of Class A Common Stock of the Company.
<PAGE> 38
(5) In the event of the death or permanent disability, as defined
by the Compensation Committee of the Board of Directors, of the employee after
two years from the date of this agreement, fifty percent of the Shares covered
by this Agreement shall be constituted as Vested Shares under this Article. The
employee or his Personal Representative shall sell the other fifty percent of
the Shares to the Company as provided in Article IIA(2).
ARTICLE III
GENERAL
A. Personal Representative. When used herein, "Personal
Representative" shall mean the person or persons, including any bank or trust
company, who shall be the duly appointed qualified and acting executor or
executors of the Last Will and Testament of the Employee, or the duly appointed,
qualified and acting administrator, administrator with the Will annexed or
administrator to collect of the estate of the Employee.
B. Assignment. The Company may assign in whole or in part to any
one or more of its then shareholders its rights under the options referred to
in Article II hereof. The Employee may not assign the stock or any of his
rights hereunder.
C. Legend. The certificate representing all of the Shares shall
have endorsed across the face or back thereof the following legend:
The shares of stock represented by this Certificate are subject
to the terms and conditions of a certain Agreement dated 4th
day of May, 1996, entered into between the Company and the
holder of this Certificate, which agreement is on file with
the Secretary of the Company.
D. Successors. The Agreement shall inure to the benefit of the
Company, its successors and assigns, and shall be binding upon the Employee,
his administrator, executor, personal representative, successors, heirs and
assigns.
E. Modification. No change to or modification of the Agreement
shall be valid unless it is in writing and signed by the Company and the
Employee.
F. Severability. The invalidity of any provision of the Agreement
shall not in any manner affect the validity of any other provisions hereof and
each and every provision of the Agreement shall be enforceable regardless of
the invalidity, if any, of any other provision hereof. In the event that it
should be finally judicially determined at any time that the Agreement is
invalid because of the length of its duration, then, in that event and in that
event only, the Agreement shall remain in full force and effect for such period
as, in view of all the circumstances, shall be deemed reasonable by the court
passing thereon.
<PAGE> 39
G. Notices. All notices required hereunder shall be in writing and
shall be deemed served when delivered personally to the person or entity for
whom intended or two days after deposit in the United States mail, certified
mail, return receipt requested, addressed to the person or entity for whom
intended. The address of the Company shall be its principal place of business,
the address of the Employee shall be the last known address of the Employee on
the records of the Company, and the address of any other person or entity
entitled to notice hereunder shall be the address provided for that person or
entity to the Company. The Employee or other person or entity to the Company.
The Employee or other person or entity can change his, her, or its address by
written notice to the Company.
H. Controlling Law. The Agreement shall be construed under the
laws of the State of Colorado.
I. Elimination of Fractional Shares. If under any provision of the
Agreement which requires a computation of the number of Shares, the number so
computed is not a whole number, such number shall be rounded down to the next
whole number.
J. Entire Agreement. The Agreement sets for the entire
understanding of the parties and supersedes all prior agreements, arrangements
and communications, whether oral or written, pertaining to the Shares.
IN WITNESS WHEREOF, the Agreement has been executed on and as of the
date first written above.
VECTRA BANKING CORPORATION
By: /s/ GARY S. JUDD
------------------------------
Gary S. Judd, President
EMPLOYEE
/s/ RAY L. NASH
------------------------------
Ray L. Nash for June Kilburn
on her verbal approval
<PAGE> 40
VECTRA BANKING CORPORATION
INCENTIVE STOCK PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of the 4th day of May,
1996, between Vectra Banking Corporation (the "Company") and J. Patrick McDuff
(the "Employee").
In consideration of the agreements set forth below, the Company and
Employee agree as follows:
ARTICLE I
SALE TO EMPLOYEE
A. Purchase and Sale of Stock. The Company agrees to sell to the
Employee, and the Employee agrees to purchase from the Company, 300 shares (the
"Shares") of Class A Common Stock of the Company, par value $0.01 per share
("Common Stock"), at the aggregate price of $3.00 ($0.01 per share). Such
purchase and sale shall be consummated at the principal office of the Company,
within 10 days after the date hereof (or the next business day if such date
shall be a Saturday, Sunday or holiday). At the time for consummation, the
Company shall deliver the instructions to the Company's stock transfer agent to
register the shares in the name of the Employee, and the Employee shall
concurrently therewith deliver a check for the full purchase price of the
Shares.
ARTICLE II
REPURCHASES BY COMPANY
A. Vesting of Shares. (1) Subject to the remaining provisions of
this Paragraph A, the Shares shall constitute "Vested Shares," for purposes of
this Article as of four years from the plan issuance date of May 4, 1992.
(2) If the employment of the Employee with the Company and all of
its wholly-owned subsidiaries, shall terminate for any reason other than death
or permanent disability prior to four years from the date of this Agreement, the
Employee, or his Personal Representative, shall sell the shares to the Company
for the same consideration paid in Article I(A). A purchase and sale pursuant to
this Article shall be consummated at a date mutually satisfactory to the Company
and the Employee, provided that if no date is agreed upon, such purchase and
sale shall take place on the date 30 days after the date of the Employee's
termination of employment.
(3) The purchase price for the Shares, pursuant to this article,
shall be paid in cash by the Company.
(4) Notwithstanding any other provision of the Agreement to the
contrary, all Shares shall become Vested Shares if (a) the Company is a party
to a sale of all or substantially all of its assets; (b) the Company is
dissolved or liquidated; or (c) a merger of consolidation of the Company in
which the Company is not the surviving corporation occurs. The Employee shall
receive the same purchase consideration for these Shares as paid to all holders
of Class A Common Stock of the Company.
<PAGE> 41
(5) In the event of the death or permanent disability, as defined
by the Compensation Committee of the Board of Directors, of the employee after
two years from the date of this agreement, fifty percent of the Shares covered
by this Agreement shall be constituted as Vested Shares under this Article. The
employee or his Personal Representative shall sell the other fifty percent of
the Shares to the Company as provided in Article IIA(2).
ARTICLE III
GENERAL
A. Personal Representative. When used herein, "Personal
Representative" shall mean the person or persons, including any bank or trust
company, who shall be the duly appointed qualified and acting executor or
executors of the Last Will and Testament of the Employee, or the duly appointed,
qualified and acting administrator, administrator with the Will annexed or
administrator to collect of the estate of the Employee.
B. Assignment. The Company may assign in whole or in part to any
one or more of its then shareholders its rights under the options referred to
in Article II hereof. The Employee may not assign the stock or any of his
rights hereunder.
C. Legend. The certificate representing all of the Shares shall
have endorsed across the face or back thereof the following legend:
The shares of stock represented by this Certificate are subject
to the terms and conditions of a certain Agreement dated 4th
day of May, 1996, entered into between the Company and the
holder of this Certificate, which agreement is on file with
the Secretary of the Company.
D. Successors. The Agreement shall inure to the benefit of the
Company, its successors and assigns, and shall be binding upon the Employee,
his administrator, executor, personal representative, successors, heirs and
assigns.
E. Modification. No change to or modification of the Agreement
shall be valid unless it is in writing and signed by the Company and the
Employee.
F. Severability. The invalidity of any provision of the Agreement
shall not in any manner affect the validity of any other provisions hereof and
each and every provision of the Agreement shall be enforceable regardless of
the invalidity, if any, of any other provision hereof. In the event that it
should be finally judicially determined at any time that the Agreement is
invalid because of the length of its duration, then, in that event and in that
event only, the Agreement shall remain in full force and effect for such period
as, in view of all the circumstances, shall be deemed reasonable by the court
passing thereon.
<PAGE> 42
G. Notices. All notices required hereunder shall be in writing and
shall be deemed served when delivered personally to the person or entity for
whom intended or two days after deposit in the United States mail, certified
mail, return receipt requested, addressed to the person or entity for whom
intended. The address of the Company shall be its principal place of business,
the address of the Employee shall be the last known address of the Employee on
the records of the Company, and the address of any other person or entity
entitled to notice hereunder shall be the address provided for that person or
entity to the Company. The Employee or other person or entity to the Company.
The Employee or other person or entity can change his, her, or its address by
written notice to the Company.
H. Controlling Law. The Agreement shall be construed under the
laws of the State of Colorado.
I. Elimination of Fractional Shares. If under any provision of the
Agreement which requires a computation of the number of Shares, the number so
computed is not a whole number, such number shall be rounded down to the next
whole number.
J. Entire Agreement. The Agreement sets for the entire
understanding of the parties and supersedes all prior agreements, arrangements
and communications, whether oral or written, pertaining to the Shares.
IN WITNESS WHEREOF, the Agreement has been executed on and as of the
date first written above.
VECTRA BANKING CORPORATION
By: /s/ GARY S. JUDD
------------------------------
Gary S. Judd, President
EMPLOYEE
/s/ J. PATRICK MCDUFF
------------------------------
<PAGE> 43
VECTRA BANKING CORPORATION
INCENTIVE STOCK PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of the 4th day of May,
1996, between Vectra Banking Corporation (the "Company") and Michael Y. Meganck
(the "Employee").
In consideration of the agreements set forth below, the Company and
Employee agree as follows:
ARTICLE I
SALE TO EMPLOYEE
A. Purchase and Sale of Stock. The Company agrees to sell to the
Employee, and the Employee agrees to purchase from the Company, 300 shares (the
"Shares") of Class A Common Stock of the Company, par value $0.01 per share
("Common Stock"), at the aggregate price of $3.00 ($0.01 per share). Such
purchase and sale shall be consummated at the principal office of the Company,
within 10 days after the date hereof (or the next business day if such date
shall be a Saturday, Sunday or holiday). At the time for consummation, the
Company shall deliver the instructions to the Company's stock transfer agent to
register the shares in the name of the Employee, and the Employee shall
concurrently therewith deliver a check for the full purchase price of the
Shares.
ARTICLE II
REPURCHASES BY COMPANY
A. Vesting of Shares. (1) Subject to the remaining provisions of
this Paragraph A, the Shares shall constitute "Vested Shares," for purposes of
this Article as of four years from the plan issuance date of May 4, 1992.
(2) If the employment of the Employee with the Company and all of
its wholly-owned subsidiaries, shall terminate for any reason other than death
or permanent disability prior to four years from the date of this Agreement, the
Employee, or his Personal Representative, shall sell the shares to the Company
for the same consideration paid in Article I(A). A purchase and sale pursuant to
this Article shall be consummated at a date mutually satisfactory to the Company
and the Employee, provided that if no date is agreed upon, such purchase and
sale shall take place on the date 30 days after the date of the Employee's
termination of employment.
(3) The purchase price for the Shares, pursuant to this article,
shall be paid in cash by the Company.
(4) Notwithstanding any other provision of the Agreement to the
contrary, all Shares shall become Vested Shares if (a) the Company is a party
to a sale of all or substantially all of its assets; (b) the Company is
dissolved or liquidated; or (c) a merger of consolidation of the Company in
which the Company is not the surviving corporation occurs. The Employee shall
receive the same purchase consideration for these Shares as paid to all holders
of Class A Common Stock of the Company.
<PAGE> 44
(5) In the event of the death or permanent disability, as defined
by the Compensation Committee of the Board of Directors, of the employee after
two years from the date of this agreement, fifty percent of the Shares covered
by this Agreement shall be constituted as Vested Shares under this Article. The
employee or his Personal Representative shall sell the other fifty percent of
the Shares to the Company as provided in Article IIA(2).
ARTICLE III
GENERAL
A. Personal Representative. When used herein, "Personal
Representative" shall mean the person or persons, including any bank or trust
company, who shall be the duly appointed qualified and acting executor or
executors of the Last Will and Testament of the Employee, or the duly appointed,
qualified and acting administrator, administrator with the Will annexed or
administrator to collect of the estate of the Employee.
B. Assignment. The Company may assign in whole or in part to any
one or more of its then shareholders its rights under the options referred to
in Article II hereof. The Employee may not assign the stock or any of his
rights hereunder.
C. Legend. The certificate representing all of the Shares shall
have endorsed across the face or back thereof the following legend:
The shares of stock represented by this Certificate are subject
to the terms and conditions of a certain Agreement dated 4th
day of May, 1996, entered into between the Company and the
holder of this Certificate, which agreement is on file with
the Secretary of the Company.
D. Successors. The Agreement shall inure to the benefit of the
Company, its successors and assigns, and shall be binding upon the Employee,
his administrator, executor, personal representative, successors, heirs and
assigns.
E. Modification. No change to or modification of the Agreement
shall be valid unless it is in writing and signed by the Company and the
Employee.
F. Severability. The invalidity of any provision of the Agreement
shall not in any manner affect the validity of any other provisions hereof and
each and every provision of the Agreement shall be enforceable regardless of
the invalidity, if any, of any other provision hereof. In the event that it
should be finally judicially determined at any time that the Agreement is
invalid because of the length of its duration, then, in that event and in that
event only, the Agreement shall remain in full force and effect for such period
as, in view of all the circumstances, shall be deemed reasonable by the court
passing thereon.
<PAGE> 45
G. Notices. All notices required hereunder shall be in writing and
shall be deemed served when delivered personally to the person or entity for
whom intended or two days after deposit in the United States mail, certified
mail, return receipt requested, addressed to the person or entity for whom
intended. The address of the Company shall be its principal place of business,
the address of the Employee shall be the last known address of the Employee on
the records of the Company, and the address of any other person or entity
entitled to notice hereunder shall be the address provided for that person or
entity to the Company. The Employee or other person or entity to the Company.
The Employee or other person or entity can change his, her, or its address by
written notice to the Company.
H. Controlling Law. The Agreement shall be construed under the
laws of the State of Colorado.
I. Elimination of Fractional Shares. If under any provision of the
Agreement which requires a computation of the number of Shares, the number so
computed is not a whole number, such number shall be rounded down to the next
whole number.
J. Entire Agreement. The Agreement sets for the entire
understanding of the parties and supersedes all prior agreements, arrangements
and communications, whether oral or written, pertaining to the Shares.
IN WITNESS WHEREOF, the Agreement has been executed on and as of the
date first written above.
VECTRA BANKING CORPORATION
By: /s/ GARY S. JUDD
------------------------------
Gary S. Judd, President
EMPLOYEE
/s/ MICHAEL Y. MEGANCK
------------------------------
<PAGE> 46
VECTRA BANKING CORPORATION
INCENTIVE STOCK PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of the 4th day of May,
1996, between Vectra Banking Corporation (the "Company") and Ray L. Nash
(the "Employee").
In consideration of the agreements set forth below, the Company and
Employee agree as follows:
ARTICLE I
SALE TO EMPLOYEE
A. Purchase and Sale of Stock. The Company agrees to sell to the
Employee, and the Employee agrees to purchase from the Company, 500 shares (the
"Shares") of Class A Common Stock of the Company, par value $0.01 per share
("Common Stock"), at the aggregate price of $5.00 ($0.01 per share). Such
purchase and sale shall be consummated at the principal office of the Company,
within 10 days after the date hereof (or the next business day if such date
shall be a Saturday, Sunday or holiday). At the time for consummation, the
Company shall deliver the instructions to the Company's stock transfer agent to
register the shares in the name of the Employee, and the Employee shall
concurrently therewith deliver a check for the full purchase price of the
Shares.
ARTICLE II
REPURCHASES BY COMPANY
A. Vesting of Shares. (1) Subject to the remaining provisions of
this Paragraph A, the Shares shall constitute "Vested Shares," for purposes of
this Article as of four years from the plan issuance date of May 4, 1992.
(2) If the employment of the Employee with the Company and all of
its wholly-owned subsidiaries, shall terminate for any reason other than death
or permanent disability prior to four years from the date of this Agreement, the
Employee, or his Personal Representative, shall sell the shares to the Company
for the same consideration paid in Article I(A). A purchase and sale pursuant to
this Article shall be consummated at a date mutually satisfactory to the Company
and the Employee, provided that if no date is agreed upon, such purchase and
sale shall take place on the date 30 days after the date of the Employee's
termination of employment.
(3) The purchase price for the Shares, pursuant to this article,
shall be paid in cash by the Company.
(4) Notwithstanding any other provision of the Agreement to the
contrary, all Shares shall become Vested Shares if (a) the Company is a party
to a sale of all or substantially all of its assets; (b) the Company is
dissolved or liquidated; or (c) a merger of consolidation of the Company in
which the Company is not the surviving corporation occurs. The Employee shall
receive the same purchase consideration for these Shares as paid to all holders
of Class A Common Stock of the Company.
<PAGE> 47
(5) In the event of the death or permanent disability, as defined
by the Compensation Committee of the Board of Directors, of the employee after
two years from the date of this agreement, fifty percent of the Shares covered
by this Agreement shall be constituted as Vested Shares under this Article. The
employee or his Personal Representative shall sell the other fifty percent of
the Shares to the Company as provided in Article IIA(2).
ARTICLE III
GENERAL
A. Personal Representative. When used herein, "Personal
Representative" shall mean the person or persons, including any bank or trust
company, who shall be the duly appointed qualified and acting executor or
executors of the Last Will and Testament of the Employee, or the duly appointed,
qualified and acting administrator, administrator with the Will annexed or
administrator to collect of the estate of the Employee.
B. Assignment. The Company may assign in whole or in part to any
one or more of its then shareholders its rights under the options referred to
in Article II hereof. The Employee may not assign the stock or any of his
rights hereunder.
C. Legend. The certificate representing all of the Shares shall
have endorsed across the face or back thereof the following legend:
The shares of stock represented by this Certificate are subject
to the terms and conditions of a certain Agreement dated 4th
day of May, 1996, entered into between the Company and the
holder of this Certificate, which agreement is on file with
the Secretary of the Company.
D. Successors. The Agreement shall inure to the benefit of the
Company, its successors and assigns, and shall be binding upon the Employee,
his administrator, executor, personal representative, successors, heirs and
assigns.
E. Modification. No change to or modification of the Agreement
shall be valid unless it is in writing and signed by the Company and the
Employee.
F. Severability. The invalidity of any provision of the Agreement
shall not in any manner affect the validity of any other provisions hereof and
each and every provision of the Agreement shall be enforceable regardless of
the invalidity, if any, of any other provision hereof. In the event that it
should be finally judicially determined at any time that the Agreement is
invalid because of the length of its duration, then, in that event and in that
event only, the Agreement shall remain in full force and effect for such period
as, in view of all the circumstances, shall be deemed reasonable by the court
passing thereon.
<PAGE> 48
G. Notices. All notices required hereunder shall be in writing and
shall be deemed served when delivered personally to the person or entity for
whom intended or two days after deposit in the United States mail, certified
mail, return receipt requested, addressed to the person or entity for whom
intended. The address of the Company shall be its principal place of business,
the address of the Employee shall be the last known address of the Employee on
the records of the Company, and the address of any other person or entity
entitled to notice hereunder shall be the address provided for that person or
entity to the Company. The Employee or other person or entity to the Company.
The Employee or other person or entity can change his, her, or its address by
written notice to the Company.
H. Controlling Law. The Agreement shall be construed under the
laws of the State of Colorado.
I. Elimination of Fractional Shares. If under any provision of the
Agreement which requires a computation of the number of Shares, the number so
computed is not a whole number, such number shall be rounded down to the next
whole number.
J. Entire Agreement. The Agreement sets for the entire
understanding of the parties and supersedes all prior agreements, arrangements
and communications, whether oral or written, pertaining to the Shares.
IN WITNESS WHEREOF, the Agreement has been executed on and as of the
date first written above.
VECTRA BANKING CORPORATION
By: /s/ GARY S. JUDD
------------------------------
Gary S. Judd, President
EMPLOYEE
/s/ RAY L. NASH
------------------------------
<PAGE> 49
VECTRA BANKING CORPORATION
INCENTIVE STOCK PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of the 4th day of May,
1996, between Vectra Banking Corporation (the "Company") and Lauren P. O'Connell
(the "Employee").
In consideration of the agreements set forth below, the Company and
Employee agree as follows:
ARTICLE I
SALE TO EMPLOYEE
A. Purchase and Sale of Stock. The Company agrees to sell to the
Employee, and the Employee agrees to purchase from the Company, 300 shares (the
"Shares") of Class A Common Stock of the Company, par value $0.01 per share
("Common Stock"), at the aggregate price of $3.00 ($0.01 per share). Such
purchase and sale shall be consummated at the principal office of the Company,
within 10 days after the date hereof (or the next business day if such date
shall be a Saturday, Sunday or holiday). At the time for consummation, the
Company shall deliver the instructions to the Company's stock transfer agent to
register the shares in the name of the Employee, and the Employee shall
concurrently therewith deliver a check for the full purchase price of the
Shares.
ARTICLE II
REPURCHASES BY COMPANY
A. Vesting of Shares. (1) Subject to the remaining provisions of
this Paragraph A, the Shares shall constitute "Vested Shares," for purposes of
this Article as of four years from the plan issuance date of May 4, 1992.
(2) If the employment of the Employee with the Company and all of
its wholly-owned subsidiaries, shall terminate for any reason other than death
or permanent disability prior to four years from the date of this Agreement, the
Employee, or his Personal Representative, shall sell the shares to the Company
for the same consideration paid in Article I(A). A purchase and sale pursuant to
this Article shall be consummated at a date mutually satisfactory to the Company
and the Employee, provided that if no date is agreed upon, such purchase and
sale shall take place on the date 30 days after the date of the Employee's
termination of employment.
(3) The purchase price for the Shares, pursuant to this article,
shall be paid in cash by the Company.
(4) Notwithstanding any other provision of the Agreement to the
contrary, all Shares shall become Vested Shares if (a) the Company is a party
to a sale of all or substantially all of its assets; (b) the Company is
dissolved or liquidated; or (c) a merger of consolidation of the Company in
which the Company is not the surviving corporation occurs. The Employee shall
receive the same purchase consideration for these Shares as paid to all holders
of Class A Common Stock of the Company.
<PAGE> 50
(5) In the event of the death or permanent disability, as defined
by the Compensation Committee of the Board of Directors, of the employee after
two years from the date of this agreement, fifty percent of the Shares covered
by this Agreement shall be constituted as Vested Shares under this Article. The
employee or his Personal Representative shall sell the other fifty percent of
the Shares to the Company as provided in Article IIA(2).
ARTICLE III
GENERAL
A. Personal Representative. When used herein, "Personal
Representative" shall mean the person or persons, including any bank or trust
company, who shall be the duly appointed qualified and acting executor or
executors of the Last Will and Testament of the Employee, or the duly appointed,
qualified and acting administrator, administrator with the Will annexed or
administrator to collect of the estate of the Employee.
B. Assignment. The Company may assign in whole or in part to any
one or more of its then shareholders its rights under the options referred to
in Article II hereof. The Employee may not assign the stock or any of his
rights hereunder.
C. Legend. The certificate representing all of the Shares shall
have endorsed across the face or back thereof the following legend:
The shares of stock represented by this Certificate are subject
to the terms and conditions of a certain Agreement dated 4th
day of May, 1996, entered into between the Company and the
holder of this Certificate, which agreement is on file with
the Secretary of the Company.
D. Successors. The Agreement shall inure to the benefit of the
Company, its successors and assigns, and shall be binding upon the Employee,
his administrator, executor, personal representative, successors, heirs and
assigns.
E. Modification. No change to or modification of the Agreement
shall be valid unless it is in writing and signed by the Company and the
Employee.
F. Severability. The invalidity of any provision of the Agreement
shall not in any manner affect the validity of any other provisions hereof and
each and every provision of the Agreement shall be enforceable regardless of
the invalidity, if any, of any other provision hereof. In the event that it
should be finally judicially determined at any time that the Agreement is
invalid because of the length of its duration, then, in that event and in that
event only, the Agreement shall remain in full force and effect for such period
as, in view of all the circumstances, shall be deemed reasonable by the court
passing thereon.
<PAGE> 51
G. Notices. All notices required hereunder shall be in writing and
shall be deemed served when delivered personally to the person or entity for
whom intended or two days after deposit in the United States mail, certified
mail, return receipt requested, addressed to the person or entity for whom
intended. The address of the Company shall be its principal place of business,
the address of the Employee shall be the last known address of the Employee on
the records of the Company, and the address of any other person or entity
entitled to notice hereunder shall be the address provided for that person or
entity to the Company. The Employee or other person or entity to the Company.
The Employee or other person or entity can change his, her, or its address by
written notice to the Company.
H. Controlling Law. The Agreement shall be construed under the
laws of the State of Colorado.
I. Elimination of Fractional Shares. If under any provision of the
Agreement which requires a computation of the number of Shares, the number so
computed is not a whole number, such number shall be rounded down to the next
whole number.
J. Entire Agreement. The Agreement sets for the entire
understanding of the parties and supersedes all prior agreements, arrangements
and communications, whether oral or written, pertaining to the Shares.
IN WITNESS WHEREOF, the Agreement has been executed on and as of the
date first written above.
VECTRA BANKING CORPORATION
By: /s/ GARY S. JUDD
------------------------------
Gary S. Judd, President
EMPLOYEE
/s/ LAUREN P. O'CONNELL
------------------------------
<PAGE> 52
VECTRA BANKING CORPORATION
INCENTIVE STOCK PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of the 4th day of May,
1996, between Vectra Banking Corporation (the "Company") and Debra J. Tynan
(the "Employee").
In consideration of the agreements set forth below, the Company and
Employee agree as follows:
ARTICLE I
SALE TO EMPLOYEE
A. Purchase and Sale of Stock. The Company agrees to sell to the
Employee, and the Employee agrees to purchase from the Company, 850 shares (the
"Shares") of Class A Common Stock of the Company, par value $0.01 per share
("Common Stock"), at the aggregate price of $8.50 ($0.01 per share). Such
purchase and sale shall be consummated at the principal office of the Company,
within 10 days after the date hereof (or the next business day if such date
shall be a Saturday, Sunday or holiday). At the time for consummation, the
Company shall deliver the instructions to the Company's stock transfer agent to
register the shares in the name of the Employee, and the Employee shall
concurrently therewith deliver a check for the full purchase price of the
Shares.
ARTICLE II
REPURCHASES BY COMPANY
A. Vesting of Shares. (1) Subject to the remaining provisions of
this Paragraph A, the Shares shall constitute "Vested Shares," for purposes of
this Article as of four years from the plan issuance date of May 4, 1992.
(2) If the employment of the Employee with the Company and all of
its wholly-owned subsidiaries, shall terminate for any reason other than death
or permanent disability prior to four years from the date of this Agreement, the
Employee, or his Personal Representative, shall sell the shares to the Company
for the same consideration paid in Article I(A). A purchase and sale pursuant to
this Article shall be consummated at a date mutually satisfactory to the Company
and the Employee, provided that if no date is agreed upon, such purchase and
sale shall take place on the date 30 days after the date of the Employee's
termination of employment.
(3) The purchase price for the Shares, pursuant to this article,
shall be paid in cash by the Company.
(4) Notwithstanding any other provision of the Agreement to the
contrary, all Shares shall become Vested Shares if (a) the Company is a party
to a sale of all or substantially all of its assets; (b) the Company is
dissolved or liquidated; or (c) a merger of consolidation of the Company in
which the Company is not the surviving corporation occurs. The Employee shall
receive the same purchase consideration for these Shares as paid to all holders
of Class A Common Stock of the Company.
<PAGE> 53
(5) In the event of the death or permanent disability, as defined
by the Compensation Committee of the Board of Directors, of the employee after
two years from the date of this agreement, fifty percent of the Shares covered
by this Agreement shall be constituted as Vested Shares under this Article. The
employee or his Personal Representative shall sell the other fifty percent of
the Shares to the Company as provided in Article IIA(2).
ARTICLE III
GENERAL
A. Personal Representative. When used herein, "Personal
Representative" shall mean the person or persons, including any bank or trust
company, who shall be the duly appointed qualified and acting executor or
executors of the Last Will and Testament of the Employee, or the duly appointed,
qualified and acting administrator, administrator with the Will annexed or
administrator to collect of the estate of the Employee.
B. Assignment. The Company may assign in whole or in part to any
one or more of its then shareholders its rights under the options referred to
in Article II hereof. The Employee may not assign the stock or any of his
rights hereunder.
C. Legend. The certificate representing all of the Shares shall
have endorsed across the face or back thereof the following legend:
The shares of stock represented by this Certificate are subject
to the terms and conditions of a certain Agreement dated 4th
day of May, 1996, entered into between the Company and the
holder of this Certificate, which agreement is on file with
the Secretary of the Company.
D. Successors. The Agreement shall inure to the benefit of the
Company, its successors and assigns, and shall be binding upon the Employee,
his administrator, executor, personal representative, successors, heirs and
assigns.
E. Modification. No change to or modification of the Agreement
shall be valid unless it is in writing and signed by the Company and the
Employee.
F. Severability. The invalidity of any provision of the Agreement
shall not in any manner affect the validity of any other provisions hereof and
each and every provision of the Agreement shall be enforceable regardless of
the invalidity, if any, of any other provision hereof. In the event that it
should be finally judicially determined at any time that the Agreement is
invalid because of the length of its duration, then, in that event and in that
event only, the Agreement shall remain in full force and effect for such period
as, in view of all the circumstances, shall be deemed reasonable by the court
passing thereon.
<PAGE> 54
G. Notices. All notices required hereunder shall be in writing and
shall be deemed served when delivered personally to the person or entity for
whom intended or two days after deposit in the United States mail, certified
mail, return receipt requested, addressed to the person or entity for whom
intended. The address of the Company shall be its principal place of business,
the address of the Employee shall be the last known address of the Employee on
the records of the Company, and the address of any other person or entity
entitled to notice hereunder shall be the address provided for that person or
entity to the Company. The Employee or other person or entity to the Company.
The Employee or other person or entity can change his, her, or its address by
written notice to the Company.
H. Controlling Law. The Agreement shall be construed under the
laws of the State of Colorado.
I. Elimination of Fractional Shares. If under any provision of the
Agreement which requires a computation of the number of Shares, the number so
computed is not a whole number, such number shall be rounded down to the next
whole number.
J. Entire Agreement. The Agreement sets for the entire
understanding of the parties and supersedes all prior agreements, arrangements
and communications, whether oral or written, pertaining to the Shares.
IN WITNESS WHEREOF, the Agreement has been executed on and as of the
date first written above.
VECTRA BANKING CORPORATION
By: /s/ GARY S. JUDD
------------------------------
Gary S. Judd, President
EMPLOYEE
/s/ DEBRA J. TYNAN
------------------------------
<PAGE> 55
VECTRA BANKING CORPORATION
INCENTIVE STOCK PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of the 4th day of May,
1996, between Vectra Banking Corporation (the "Company") and Joseph J. Wolf
(the "Employee").
In consideration of the agreements set forth below, the Company and
Employee agree as follows:
ARTICLE I
SALE TO EMPLOYEE
A. Purchase and Sale of Stock. The Company agrees to sell to the
Employee, and the Employee agrees to purchase from the Company, 800 shares (the
"Shares") of Class A Common Stock of the Company, par value $0.01 per share
("Common Stock"), at the aggregate price of $8.00 ($0.01 per share). Such
purchase and sale shall be consummated at the principal office of the Company,
within 10 days after the date hereof (or the next business day if such date
shall be a Saturday, Sunday or holiday). At the time for consummation, the
Company shall deliver the instructions to the Company's stock transfer agent to
register the shares in the name of the Employee, and the Employee shall
concurrently therewith deliver a check for the full purchase price of the
Shares.
ARTICLE II
REPURCHASES BY COMPANY
A. Vesting of Shares. (1) Subject to the remaining provisions of
this Paragraph A, the Shares shall constitute "Vested Shares," for purposes of
this Article as of four years from the plan issuance date of May 4, 1992.
(2) If the employment of the Employee with the Company and all of
its wholly-owned subsidiaries, shall terminate for any reason other than death
or permanent disability prior to four years from the date of this Agreement, the
Employee, or his Personal Representative, shall sell the shares to the Company
for the same consideration paid in Article I(A). A purchase and sale pursuant to
this Article shall be consummated at a date mutually satisfactory to the Company
and the Employee, provided that if no date is agreed upon, such purchase and
sale shall take place on the date 30 days after the date of the Employee's
termination of employment.
(3) The purchase price for the Shares, pursuant to this article,
shall be paid in cash by the Company.
(4) Notwithstanding any other provision of the Agreement to the
contrary, all Shares shall become Vested Shares if (a) the Company is a party
to a sale of all or substantially all of its assets; (b) the Company is
dissolved or liquidated; or (c) a merger of consolidation of the Company in
which the Company is not the surviving corporation occurs. The Employee shall
receive the same purchase consideration for these Shares as paid to all holders
of Class A Common Stock of the Company.
<PAGE> 56
(5) In the event of the death or permanent disability, as defined
by the Compensation Committee of the Board of Directors, of the employee after
two years from the date of this agreement, fifty percent of the Shares covered
by this Agreement shall be constituted as Vested Shares under this Article. The
employee or his Personal Representative shall sell the other fifty percent of
the Shares to the Company as provided in Article IIA(2).
ARTICLE III
GENERAL
A. Personal Representative. When used herein, "Personal
Representative" shall mean the person or persons, including any bank or trust
company, who shall be the duly appointed qualified and acting executor or
executors of the Last Will and Testament of the Employee, or the duly appointed,
qualified and acting administrator, administrator with the Will annexed or
administrator to collect of the estate of the Employee.
B. Assignment. The Company may assign in whole or in part to any
one or more of its then shareholders its rights under the options referred to
in Article II hereof. The Employee may not assign the stock or any of his
rights hereunder.
C. Legend. The certificate representing all of the Shares shall
have endorsed across the face or back thereof the following legend:
The shares of stock represented by this Certificate are subject
to the terms and conditions of a certain Agreement dated 4th
day of May, 1996, entered into between the Company and the
holder of this Certificate, which agreement is on file with
the Secretary of the Company.
D. Successors. The Agreement shall inure to the benefit of the
Company, its successors and assigns, and shall be binding upon the Employee,
his administrator, executor, personal representative, successors, heirs and
assigns.
E. Modification. No change to or modification of the Agreement
shall be valid unless it is in writing and signed by the Company and the
Employee.
F. Severability. The invalidity of any provision of the Agreement
shall not in any manner affect the validity of any other provisions hereof and
each and every provision of the Agreement shall be enforceable regardless of
the invalidity, if any, of any other provision hereof. In the event that it
should be finally judicially determined at any time that the Agreement is
invalid because of the length of its duration, then, in that event and in that
event only, the Agreement shall remain in full force and effect for such period
as, in view of all the circumstances, shall be deemed reasonable by the court
passing thereon.
<PAGE> 57
G. Notices. All notices required hereunder shall be in writing and
shall be deemed served when delivered personally to the person or entity for
whom intended or two days after deposit in the United States mail, certified
mail, return receipt requested, addressed to the person or entity for whom
intended. The address of the Company shall be its principal place of business,
the address of the Employee shall be the last known address of the Employee on
the records of the Company, and the address of any other person or entity
entitled to notice hereunder shall be the address provided for that person or
entity to the Company. The Employee or other person or entity to the Company.
The Employee or other person or entity can change his, her, or its address by
written notice to the Company.
H. Controlling Law. The Agreement shall be construed under the
laws of the State of Colorado.
I. Elimination of Fractional Shares. If under any provision of the
Agreement which requires a computation of the number of Shares, the number so
computed is not a whole number, such number shall be rounded down to the next
whole number.
J. Entire Agreement. The Agreement sets for the entire
understanding of the parties and supersedes all prior agreements, arrangements
and communications, whether oral or written, pertaining to the Shares.
IN WITNESS WHEREOF, the Agreement has been executed on and as of the
date first written above.
VECTRA BANKING CORPORATION
By: /s/ GARY S. JUDD
------------------------------
Gary S. Judd, President
EMPLOYEE
/s/ JOSEPH J. WOLF
------------------------------
<PAGE> 1
JONES & KELLER EXHIBIT 5.1
Attorneys At Law
A Professional Corporation
1625 Broadway
Suite 1600
Denver, Colorado
Telephone (303) 573-1600
Telecopier (303) 825-8537
May 30, 1996
Vectra Banking Corporation
1650 South Colorado Boulevard
Suite 220
Denver, Colorado 80222
Re: Vectra Banking Corporation -
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Vectra Banking Corporation, a Colorado
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement"), filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to 30,000 shares of $.01 par value
common stock (the "Common Stock") of the Company issued pursuant to certain
Incentive Stock Purchase Agreements (the "Agreements") filed as exhibit 4.3 to
the Registration Statement.
This letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business
Law (1991). As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other limitations, all as
more particularly described in the Accord, and this letter should be read in
conjunction therewith.
In connection with this opinion, we have examined and relied upon the
original, or copies certified to our satisfaction, of (1) the Articles of
Incorporation and the Bylaws of the
<PAGE> 2
Vectra Banking Corporation
May 30, 1996
Page 2
Company, as amended; (2) minutes and records of the corporate proceedings of
the Company with respect to the establishment of the Agreements, the issuance
of shares of Common Stock pursuant to the Agreements; and (3) the Registration
Statement and exhibits deemed necessary for the expression of opinions herein
contained. In making the foregoing examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted
to us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. As to various questions of
fact material to this opinion, and as to the content and form of the Articles
of Incorporation, the Bylaws, minutes, records, resolutions and other documents
or writings of the Company, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or directors of
the Company and upon documents, records and instruments furnished to us by the
Company, without independent check or verification of their accuracy.
Based upon our examination, consideration of, and reliance on the
documents and other matters described above, and subject to the comments and
exceptions noted below, we are of the opinion that the shares of Common Stock
issued in accordance with the terms of the Agreements, and upon expiration of
all restrictions and performance of all requirements contained in the
Agreements, will be duly and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement.
Very truly yours,
/s/ Jones & Keller, P.C.
JONES & KELLER, P.C.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS
VECTRA BANKING CORPORATION:
We consent to incorporation by reference in the registration statement on Form
S-8 of Vectra Banking Corporation of our report dated February 2, 1996,
relating to the consolidated balance sheets of Vectra Banking Corporation and
subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1995, which report appears in
the December 31, 1995 annual report on Form 10-K of Vectra Banking Corporation.
Our report refers to changes in the methods of accounting for impairment of
loans in 1995, for goodwill in 1994, and for income taxes and certain
investments in debt and equity securities in 1993.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Denver, Colorado
May 29, 1996
