As filed with the Securities and Exchange Commission on May 27,
1997
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNION NATIONAL FINANCIAL CORPORATION
(Exact Name of Registrant As Specified In Its Charter)
Pennsylvania 23-2415179
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 East Main Street, P. O. Box 567
Mount Joy, Pennsylvania 17552
- --------------------------------- -----
(Address of principal executive offices (Zip Code)
UNION NATIONAL FINANCIAL CORPORATION 1988 STOCK INCENTIVE PLAN
UNION NATIONAL FINANCIAL CORPORATION 1997 EMPLOYEE
STOCK PURCHASE PLAN
UNION NATIONAL FINANCIAL CORPORATION 1997 STOCK INCENTIVE PLAN
(Full title of the plan)
-------------------------------------
William E. Eby, President and Copies To:
Chief Executive Officer Nicholas Bybel, Jr., Esquire
UNION NATIONAL FINANCIAL B. Tyler Lincoln, Esquire
CORPORATION SHUMAKER WILLIAMS, P.C.
101 East Main Street, P. O. Box 88
Post Office Box 567 Harrisburg, Pennsylvania 17108
Mount Joy, Pennsylvania 17552 (717) 763-1121
(717) 653-1441
- --------------------------------
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
---------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Each Class Amount Proposed Maximum
of Securities to to be Offering Price
be Registered Registered <F1> Per Share <F2>
- ------------------- ---------------- -----------------
<S> <C> <C>
Common Stock,
$0.25 Par Value 340,000 $22.875
<CAPTION>
Title of Each Class Proposed Maximum Amount of
of Securities to Aggregate Offering Registration
be Registered Price <F2> Fee
- ------------------- ---------------- ---------------
<S> <C> <C>
Common Stock
$0.25 Par Value $7,777,500.00 $2,356.82
<FN>
<F1> Based on the maximum number of shares of Union National
Financial Corporation Common Stock, par value $0.25 per share,
("Common Stock") authorized for issuance under the plans set
forth above. Includes 120,000 shares of Common Stock authorized
for issuance under the Union National Financial Corporation 1988
Stock Incentive Plan; 100,000 shares of Common Stock authorized
for issuance under the Union National Financial Corporation 1997
Employees Stock Purchase Plan; and 120,000 shares of Common Stock
authorized for issuance under the Union National Financial 1997
Stock Incentive Plan. There are also registered hereby such
indeterminate number of shares of Common Stock as may become
issuable by reason of the anti-dilution provisions of these
plans.
<F2> Estimated pursuant to Rule 457(c) and (h)(1) solely for the
purpose of calculating the amount of the registration fee based
upon the average of the closing bid and asked prices of the
Common Stock on May 22, 1997, with respect to the shares of
Common Stock issuable under the plans.
</FN>
</TABLE>
Page 1 of Sequentially Numbered Pages
Index to Exhibits Found on Page
<PAGE>
TO PARTICIPANTS IN THE
UNION NATIONAL FINANCIAL CORPORATION
1988 STOCK INCENTIVE PLAN
1997 EMPLOYEE STOCK PURCHASE PLAN
AND
1997 STOCK INCENTIVE PLAN
Union National Financial Corporation (the "Company") has
filed a Registration Statement, concerning the shares of Common
Stock, $0.25 par value ( the "Common Stock") that the Company
may, from time to time, issue pursuant to the Union National
Financial Corporation 1988 Stock Incentive Plan, the Union
National Financial 1997 Employee Stock Purchase Plan and the
Union National Financial 1997 Stock Incentive Plan (collectively,
the "Plans"). The Prospectus deemed to form a part of the
Registration Statement consists of certain documents and
explanatory memoranda regarding the Plans. Also deemed to
comprise part of the Prospectus, are the following documents,
each of which is specifically incorporated by reference into the
Registration Statement and each of which is on file with the
Securities and Exchange Commission (the "SEC") Commission No.
0-19214):
(a) the Company's Annual Report on Form 10-K for the year
ended December 31, 1996; and
(b) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997.
All documents filed with the SEC by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, after the date of the Prospectus and prior
to the termination of the offering made hereby, shall be deemed
to be incorporated by reference in the Prospectus and to be a
part thereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of the Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by
reference herein 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 the
Prospectus.
<PAGE>
The Company will provide, without charge, to each
participant in the Plans who so requests, a copy of any or all of
the documents mentioned above, as well as, all documentation
relating to the Plans required to be delivered to participants
pursuant to the rules adopted under the Securities Act of 1933,
as amended. Requests for such copies should be addressed orally
or in writing to:
Attention: Clement M. Hoober, CPA,
Chief Financial Officer
Union National Financial Corporation
101 East Main Street, Post Office Box 567
Mount Joy, Pennsylvania 17552
(717) 653-1441
May 27, 1997
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this
Registration Statement the following documents filed by the
Company with the SEC:
(a) Annual report on Form 10-K for the year ended December
31, 1996, (Commission No. 0-19214); and
(b) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Any statements contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement, to the extent that a statement contained herein or in
any other subsequently filed document that also is or is deemed
to be incorporated by reference herein 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 Registration Statement.
The document(s) containing the information specified in
Items 1 and 2 of Part I of this Form S-8 that will be sent or
given to the respective plan participants, as specified in Rule
428(b)(1) and in accordance with the instructions to Part I of
Form S-8, are not filed with the SEC as a part of this
Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The general corporate law of the Commonwealth of
Pennsylvania, as applicable to the Company, together with the
Company's By-laws, provides the Company's officers and directors
II-1
<PAGE>
with a broad range of limitation from liability and
indemnification for actions and inactions in connection with the
performance of their duties. Aside from matters involving
criminal statutes or tax laws, directors are not personally
liable for monetary damages for any action or inaction taken
unless the director has breached or failed to perform his or her
duties of office and such breach or failure constitutes willful
misconduct or recklessness. The Company's officers and directors
are entitled to be indemnified if they are named as a party or
threatened to be named as a party to any type of proceeding as a
result of actions or inactions taken while in the course of their
association with the Company provided that such action or
inaction was in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the Company.
Officers and directors of the Company will be presumed to be
entitled to this indemnification absent breaches of fiduciary
duty, lack of good faith or self-dealing and will be entitled to
be indemnified unless their conduct is determined by a court to
have constituted willful misconduct or recklessness.
To the extent that a director or officer of the Company has
been successful on the merits or otherwise in defense of any
action or proceeding relating to third party actions or relating
to derivative actions or in defense of any, claim, issue or
matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonable incurred in
connection therewith.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is
therefore unenforceable.
Item 7. Exemption From Registration Claimed
Not applicable.
II-2
<PAGE>
Item 8. Exhibits
Exhibit No.
3(i) Amended Articles of Incorporation of Union National
Financial Corporation.
3(ii) Amended Bylaws of Union National Financial Corporation.
4.1 Amended Articles of Incorporation of Union National
Financial Corporation (included at Exhibit 3(i) of this
Registration Statement).
4.2 Amended Bylaws of Union National Financial Corporation
(included at Exhibit 3(ii) of this Registration Statement).
4.3 Union National Financial Corporation 1988 Stock Incentive
Plan.
4.4 Union National Financial Corporation 1997 Employee Stock
Purchase Plan.
4.5 Union National Financial Corporation 1997 Stock Incentive
Plan.
5 Opinion of Shumaker Williams, P.C.
23.1 Consent of Trout, Ebersole & Groff, LLP.
23.2 Consent of Shumaker Williams, P.C.
(contained at Exhibit 5 of this Registration Statement).
24 Power of Attorney of Directors and
Officers (included on Signature Pages).
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
II-3
<PAGE>
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such
information in the registration statement; provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each 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 the time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective
amendment any of the securities being registered which remain
unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities, other than the payment of 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 as asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless
II-4
<PAGE>
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in
the Borough of Mount Joy, Commonwealth of Pennsylvania, on
May 22, 1997.
UNION NATIONAL FINANCIAL CORPORATION
By: /s/ William E. Eby
----------------------------------
William E. Eby, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints William E. Eby
and Clement M. Hoober, and each of them, his true and lawful
attorney-in-fact, as agent with full power of substitution and
resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this
Registration Statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorney-in-fact and
agents 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
and to all intents and purposes as they might or could do in
person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, 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
person in the capacities and on the dates indicated.
Capacity Date
/s/ Donald H. Wolgemuth
- ----------------------- Chairman of the Board
Donald H. Wolgemuth of Directors and Director May 22,1997
/s/ William E. Eby
- ----------------------- President and Chief
William E. Eby Executive Officer and
Director (Principal
Executive Officer) May 22, 1997
<PAGE>
/s/ Clement M. Hoober, CPA
- ------------------------ Chief Financial Officer
Clement M. Hoober, CPA (Principal Financial
Officer and Principal
Accounting Officer) May 22, 1997
/s/ Franklin R. Eichler Vice Chairman of the
- ------------------------ Board of Directors and May 22, 1997
Franklin R. Eichler Director
/s/ E. Ralph Garber
- ------------------------ Director May 22, 1997
E. Ralph Garber
/s/ Mark D. Gainer
- ------------------------ Vice President and May 22, 1997
Mark D. Gainer Director
/s/ Daniel C. Gohn
- ------------------------ Director May 22, 1997
Daniel C. Gohn
/s/ Carl R. Hallgren
- ------------------------ Director May 22, 1997
Carl R. Hallgren
/s/ David G. Heisey
- ------------------------ Director May 22, 1997
David G. Heisey
/s/ William D. Linkous
- ------------------------ Director May 22, 1997
William D. Linkous
/s/ Daniel H. Raffensperger
- ------------------------ Director May 22, 1997
Daniel H. Raffensperger
/s/ Benjamin W. Piersol, Jr.
- ------------------------ Director May 22, 1997
Benjamin W. Piersol
<PAGE>
Exhibit Index
Page Number
In Sequential
Numbering
Exhibit No. System
- ----------- -------------
3(i) Amended Articles of Incorporation of
Union National Financial Corporation.
3(ii) Amended Bylaws of Union National Financial
Corporation.
4.1 Amended Articles of Incorporation of Union
National Financial Corporation (included at
Exhibit 3(i) of this Registration Statement).
4.2 Amended Bylaws of Union National Financial
Corporation (included at Exhibit 3(ii) of
this Registration Statement).
4.3 Union National Financial Corporation
1988 Stock Incentive Plan.
4.4 Union National Financial Corporation
1997 Employee Stock Purchase Plan.
4.5 Union National Financial Corporation
1997 Stock Incentive Plan.
5 Opinion of Shumaker Williams, P.C.
23.1 Consent of Trout, Ebersole & Groff, LLP
23.2 Consent of Shumaker Williams, P.C.
(contained at Exhibit 5 of this
Registration Statement).
24 Power of Attorney of Directors and
Officers (included on Signature Pages).
EXHIBIT 3(i)
AMENDED ARTICLES OF INCORPORATION
OF THE REGISTRANT
<PAGE>
DSCB204(Rev.81) PLEASE INDICATE (CHECK ONE) TYPE
CORPORATION:
ARTICLES OF INCORPORATION [X] DOMESTIC BUSINESS CORPORATION
[ ] DOMESTIC BUSINESS CORPORATION
Commonwealth of Pennsylvania A CLOSE CORPORATION - COMPLETE
Department of State- BACK
Corporation Bureau
308 North Office Building [ ] DOMESTIC PROFESSIONAL
Harrisburg, PA 17120 CORPORATION ENTER BOARD LICENSE
NO.
Fee $75.00
- -----------------------------------------------------------------
010 NAME OF CORPORATION (MUST CONTAIN A CORPORATE INDICATOR
UNLESS EXEMPT UNDER 15P.S.2908 8)
Union National Financial Corporation
- -----------------------------------------------------------------
011 ADDRESS OF REGISTRANT OFFICE IN PENNSYLVANIA (P.O. BOX NUMBER
NOT ACCEPTABLE)
101 East Main Street, P.O. Box 567
- -----------------------------------------------------------------
012 CITY 033 COUNTY 013 STATE 064 ZIP CODE
Mount Joy Lancaster Pennsylvania 17552
- -----------------------------------------------------------------
050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION
To have unlimited power to engage in and do any lawful act
concerning any or all lawful business for which corporations may
be incorporated under the provisions of the Business Corporation
Law of the Commonwealth of Pennsylvania. The Articles of
Incorporation of Union National Financial Corporation are set
forth in Appendix A hereto.
(Attach 8 1/2 x 11 SHEET IF NECESSARY)
- -----------------------------------------------------------------
The Aggregate Number of Shares, Classes of Shares and Par Value
of Shares Which the Corporation Shall have Authority to Issue:
040 Number and 041 Stated Par 042 Total 031 Term of
Class of Shares Value Per Authorized Existence
Share if Capital
5,000,000 Any
Common Stock $1.00 $5,000,000 Perpetual
- --------------- ------------- --------------- ---------
Name and Address of Each Incorporator, and the Number and Class
of Shares Subscribed to by each Incorporator
061,062
060 Name 063,064 Address Number & Class
(Street, City, of Shares
State, Zip Code)
- -----------------------------------------------------------------
Donald H. Wolgemuth 81 Heintzelman Street 1sh-Common
Manheim, Pennsylvania 17545 Stock
- -----------------------------------------------------------------
C. Bernerd Grissinger 204 Park Avenue 1sh-Common
Mount Joy, Pennsylvania 17552 Stock
- -----------------------------------------------------------------
David G. Heisey 1285 West Ridge Road 1sh-Common
Elizabethtown, Pennsylvania Stock
17022
- -----------------------------------------------------------------
John H. Hoffman, Jr. 120 North River Street 1sh-Common
Maytown, Pennsylvania 17550 Stock
- -----------------------------------------------------------------
(ATTACH 8 1/2 x 11 SHEET IF NECESSARY)
- -----------------------------------------------------------------
IN TESTIMONY WHEREOF, THE INCORPORATOR(S) HAS (HAVE) SIGNED AND
SEALED THE ARTICLES OF INCORPORATION THIS 26th DAY OF JUNE
1986.
/s/ Donald H. Wolgemuth /s/ David G. Heisey
- -------------------------- ------------------------
Donald H. Wolgemuth David G. Heisey
/s/ C. Bernerd Grissinger /s/ John H. Hoffman Jr.
- -------------------------- ------------------------
C. Bernerd Grissinger John H. Hoffman Jr.
- -----------------------------------------------------------------
-For Office Use Only-
- -----------------------------------------------------------------
86391895
<PAGE>
86391896
UNION NATIONAL FINANCIAL CORPORATION
ARTICLES OF INCORPORATION
ADDITIONAL ARTICLES
7. No merger, consolidation, liquidation or dissolution of
this corporation nor any action that would result in the sale or
other disposition of all or substantially all of the assets
of this corporation shall be valid unless first approved by
the affirmative vote of the holders of at least eighty
percent (80%) of the outstanding shares of Common Stock of
this corporation. This Article 7 may not be amended unless
first approved by the affirmative vote of the holders of at
least eighty percent (80%) of the outstanding shares of
Common Stock of this corporation.
8. Cumulative voting rights shall not exist with respect to
the election of directors.
9. (a) The Board of Directors may, if it deems it advisable,
oppose a tender or other offer for the corporation's securities,
whether the offer is in cash or in the securities of a
corporation or otherwise. When considering whether to oppose an
offer, the Board of Directors may, but is not legally obligated
to, consider any relevant, germane or pertinent issue; by way of
illustration, but not to be considered any limitation on
the power of the Board of Directors to oppose a tender or
other offer for this corporation's securities, the Board
of Directors may, but shall not be legally obligated to, consider
any or all of the following:
(i) Whether the offer price is acceptable based on the
historical and present operating result or financial
condition of this corporation;
(ii) Whether a more favorable price could be obtained for
this corporation's securities in the future;
(iii) The social and economic effects of the offer or
transaction on this corporation and any of its
subsidiaries, employees, depositors, loan and other
customers, creditors, shareholders and other elements
of the communities in which this corporation and any
of its subsidiaries operate or are located;
(iv) The reputation and business practice of the offeror
and its management and affiliates as they would affect
the shareholders, employees, depositors and customers
of the corporation and its subsidiaries and the future
value of the corporation's stock;
(v) The value of the securities (if any) which the offeror
is offering in exchange for the corporation's
securities, based on an analysis of the worth of the
corporation or other entity whose securities are being
offered.
<PAGE>
86391897
UNION NATIONAL FINANCIAL CORPORATION
(vi) The business and financial conditions and earnings
prospects of the offeror, including, but not limited
to, debt service and other existing or likely
financial obligations of the offeror, and the possible
affect of such conditions upon this corporation and
any of its subsidiaries and the other elements of the
communities in which this corporation and any of its
subsidiaries operate or are located;
(vii) Any antitrust or other legal and regulatory issues
that are raised by the offer.
(b) If the Board of Directors determines that an offer
should be rejected, it may take any lawful action to accomplish
its purpose, including, but not limited to, any or all of the
following: advising shareholders not to accept the offer;
litigation against the offeror; filing complaints with all
governmental and regulatory authorities, acquiring the offeror
CORPORATION's securities; selling or otherwise issuing authorized
but unissued securities or treasury stock or granting options
with respect thereto; acquiring a company to create an antitrust
or other regulatory problem for the offeror; and obtaining a more
favorable offer from another individual or entity.
<PAGE>
Microfilm Number __________ Filed with the Department
Entity Number 920751 of State on Sep 11, 1991
/s/ Robert M. Grant
------------------------
Robert M. Grant
Deputy Secretary of the
Commonwealth
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
ARTICLES OF AMENDMENT - DOMESTIC BUSINESS CORPORATION
In compliance with the requirements of 15 Pa.C.S. Section
1915 (relating to articles of amendment), the undersigned
business corporation, desiring to amend its Articles, does hereby
certify and state that:
1. The Name of the Corporation is:
Union National Financial Corporation
2. The Address, including street and number, of its
Registered office in this Commonwealth is: (The Department of
State is hereby authorized to correct the following statement to
conform to the records of the Department):
101 East Main Street, Mount Joy, Lancaster County,
Pennsylvania 17552-0567
3. The Statute by or under which the Corporation was
Incorporated is:
Business Corporation Law of 1933, Act of May 5, 1933,
P.L. 364, as amended.
-- -------
4. The Date of its Incorporation is:
June 26, 1986
5. The Manner in which the Amendment was Adopted by the
Corporation is:
The amendment was duly adopted and proposed to the
Shareholders by the Board of Directors of the
Corporation at a Special Meeting of the Board of
Directors of the Corporation duly called and convened
and held on July 18, 1991. The amendment was adopted
by the Shareholders of the Corporation
<PAGE>
pursuant to Section 1914(a) and (b) of the Business
Corporation Law of 1988, as amended, at a Special
Meeting of the Shareholders, duly called and convened
and held pursuant to a Notice of Special Meeting of
Shareholders, Proxy Statement, and Form of Proxy dated
August 12, 1991 and first sent on or about August 12,
1991 by United States Mail, first class postage pre-
paid, to the shareholders of record as of the Record
Date of August 2, 1991. The Special Meeting of Share-
holders was held at 10:00 a.m., prevailing time, on
Tuesday, September 10, 1991 at the Elizabethtown
Office of the Corporation's Bank Subsidiary, The Union
National Mount Joy Bank, 1275 South Market Street,
Elizabethtown, Pennsylvania, 17022. The total number
of shares outstanding was 600,000 with each share
entitled to one vote. The total number of shares
entitled to vote was 600,000. The total number of
shares voted for the amendment was 474,924 and the
total number of shares voted against the amendment was
100 and the total number of shares abstaining from
voting on the matter was 21,736. Thus, the amendment
was approved and adopted by 79.15% of the
Shareholders, which constitutes a majority of the
votes cast by all Shareholders entitled to vote at the
Special Meeting of Shareholders.
6. The Amendment shall be effective upon filing these
Articles of Amendment with the Commonwealth of Pennsylvania,
Department of State.
7. The Amendment adopted by the Corporation, set forth in
full, is as follows:
10. This Corporation specifically opts out and shall
not be governed by Subchapter G, Control-share Acquisitions, and
Subchapter H, Disgorgement by Certain Controlling Shareholders
Following Attempts to Acquire Control, of Chapter 25 of the
Business Corporation Law of 1988, as added and amended by Act 36
of 1990. Subchapter G, Control-share Acquisitions, and
Subchapter H, Disgorgement by Certain Controlling Shareholders
Following Attempts to Acquire Control, of Chapter 25 of the
Business Corporation Law of 1988, as added and amended by Act 36
of 1990, shall not be applicable to the Corporation.
<PAGE>
IN TESTIMONY WHEREOF, the undersigned Corporation has caused
these Articles of Amendment to be signed by a duly authorized
officer thereof and its corporate seal, duly attested by another
such officer, to be hereunto affixed this 10th day of September,
1991.
UNION NATIONAL FINANCIAL CORPORATION
Attest:
/s/Carl R. Hallgren By /s/ William E. Eby
- ------------------- ------------------------------------
Carl R. Hallgren, William E. Eby, President
Secretary
(CORPORATE SEAL)
<PAGE>
Microfilm Number 9331-1487 File with the Department
--------------- of State on April 21, 1993
--------------------------
Entity Number 920751 /s/
------------------- ------------------------
(Secretary of the
Commonwealth)
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
ARTICLES OF AMENDMENT - DOMESTIC BUSINESS CORPORATION
In compliance with the requirements of 15 Pa.C.S. Section 1915
(relating to Articles of Amendment), the undersigned business
corporation, desiring to amend it Articles, does hereby certify
and state that:
1. The Name of the Corporation is:
Union National Financial Corporation
2. The Address, including street and number, of its
Registered Office in this Commonwealth is: (The
Department of State is hereby authorized to correct the
following statement to conform to the records of the
Department):
101 East Main Street, Mount Joy, Lancaster
County, Pennsylvania 17552-0567
3. The Statute by or under which the Corporation was
Incorporated is:
Business Corporation Law of 1933, Act of May 5,
1933, P.L. 364, as amended.
4. The Date of its Incorporation is:
June 26, 1986.
5. The Manner in which the Amendment was Adopted by the
Corporation is:
The amendment was duly adopted and proposed to
the Shareholders by the Board of Directors of the
Corporation at a Special Meeting of the Board of
Directors of the Corporation duly called,
convened and held on January 30, 1993. The
amendment was adopted by the Shareholders of the
Corporation pursuant to Section 1914(a) and (b) of
the Business Corporation Law of 1988, as amended,
at the 1993 Annual Meeting of the Shareholders of
<PAGE>
9331-1488
the Corporation duly called, convened and held
pursuant to a Notice of Annual Meeting of
Shareholders,Proxy Statement, and Form of Proxy
dated March 22, 1993 and first sent on or about
March 22, 1993 by United States Mail, first class
postage prepaid, to the shareholders of record as
of the Record Date of March 15, 1993. The 1993
Annual Meeting of Shareholders was held at 10:00
a.m., prevailing time, on Tuesday, April 20, 1993 at
The Country Table Restaurant, 740 East Main Street,
Mount Joy, Pennsylvania 17552. The total number of
shares outstanding was 599,190 with each share
entitled to one vote. The total number of shares
entitled to vote was 599,190. The total number of
shares voted for the amendment was 453,954 and the
total number of shares voted against the amendment
was 3,326 and the total number of shares abstaining
from voting on the matter was 19,540. Thus, the
amendment was approved and adopted by 75.76% of the
Shareholders, which constitutes a majority of the
votes cast by all Shareholders entitled to vote at
the 1993 Annual Meeting of Shareholders.
6. The Amendment adopted by the Corporation, set forth in
full, is as follows:
4. The aggregate number of shares which the
Corporation shall have authority to issue is
Ten Million (10,000,000) shares of Common
Stock of the par value of Fifty Cents
($0.50) per share (the "Common Stock")
7. The Amendment shall be Effective upon filing these
Articles of Amendment with the Commonwealth of
Pennsylvania, Department of State.
<PAGE>
9331-1489
IN TESTIMONY WHEREOF, the undersigned Corporation has caused
these Articles of Amendment to be signed by a duly authorized
officer thereof and its corporate seal, duly attested by
another such officer, to be hereunto affixed this 20th day of
April, 1993.
UNION NATIONAL FINANCIAL CORPORATION
Attest:
/s/ Carl R. Hallgren By: /s/ William E. Eby
- -------------------- ----------------------
Carl R. Hallgren William E. Eby
Secretary President
- -------------------- ----------------------
(CORPORATE SEAL)
21308
<PAGE>
Microfilm Number 9535-1638 File with the Department
--------------- of State on May 26, 1995
------------
Entity Number 920751 /s/
------------------- ------------------------
(Secretary of the
Commonwealth)
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
ARTICLES OF AMENDMENT - DOMESTIC BUSINESS CORPORATION
In compliance with the requirements of 15 Pa.C.S. Section
1915 (relating to Articles of Amendment), the undersigned
business corporation, desiring to amend it Articles, does hereby
certify and state that:
1. The Name of the Corporation is:
Union National Financial Corporation
2. The Address, including street and number, of its
Registered Office in this Commonwealth is: (The
Department of State is hereby authorized to correct the
following statement to conform to the records of the
Department):
101 East Main Street, Mount Joy, Lancaster
County, Pennsylvania 17552-0567
3. The Statute by or under which the Corporation was
Incorporated is:
Business Corporation Law of 1933, Act of May 5,
1933, P.L. 364, as amended.
4. The Date of its Incorporation is:
June 26, 1986.
<PAGE>
9535-1639
5. The Manner in which the Amendment was Adopted by the
Corporation is:
The amendment was duly adopted by the Board of
Directors of the Corporation pursuant to Section
1914 (c)(3)(ii) of the Business Corporation Law
of 1988, as amended, at a meeting of the Board
of Directors duly called, convened, and conducted
on Thursday, April 13, 1995.
6. The Amendment adopted by the Corporation, set forth in
full, is as follows:
4. The aggregate number of shares which the
Corporation shall have authority to issue is
Twenty Million (20,000,000) shares of Common
Stock of the par value of Twenty-Five Cents
($0.25) per share (the "Common Stock").
7. The Amendment shall be Effective at 12:01 a.m.,
prevailing time, on June 1, 1995.
<PAGE>
9535-1640
IN TESTIMONY WHEREOF, the undersigned Corporation has caused
these Articles of Amendment to be signed by a duly authorized
officer thereof and its corporate seal, duly attested by
another such officer, to be hereunto affixed this 13th day of
April, 1995.
UNION NATIONAL FINANCIAL CORPORATION
Attest:
/s/ Carl R. Hallgren By: /s/ William E. Eby
- -------------------- ----------------------
Carl R. Hallgren William E. Eby
Secretary President
(CORPORATE SEAL)
EXHIBIT 3(ii)
AMENDED BY-LAWS
OF THE REGISTRANT
<PAGE>
AMENDED BY-LAWS
OF
UNION NATIONAL FINANCIAL CORPORATION
ARTICLE 1
CORPORATION OFFICE
Section 1.1 The Corporation shall have and continuously
maintain in Pennsylvania a registered office which may, but need
not, be the same as its place of business and at an address to be
designated from time to time by the Board of Directors.
Section 1.2 The Corporation may also have offices at such
other places as the Board of Directors may from time to time
designate or the business of the Corporation may require.
ARTICLE 2
SHAREHOLDERS' MEETING
Section 2.1 All meetings of the shareholders shall be
held at such time and place as may be fixed from time to time by
the Board of Directors.
Section 2.2 The Annual Meeting of the Shareholders shall
be held on the fourth Tuesday in April - in each year if not a
legal holiday, and if a legal holiday, then on the next full
business day, when they shall elect a Board of Directors and
transact such other business as may properly be brought before
the meeting. (Amended January 11, 1996)
Section 2.3 Special meetings of the shareholders may be
called at any time by the Chairman of the Board, the President,
the Executive Vice President, if any, a majority of the Board of
Directors or of its Executive Committee or by shareholders
entitled to cast at least thirty-five percent (35%) of the votes
which all shareholders are entitled to cast at the particular
meeting. If such request is addressed to the Secretary, it shall
be signed by the persons making the same and shall state the
purpose or purposes of the proposed meeting. Upon receipt of any
such request, the person or persons making the request may issue
the call.
Section 2.4 Written notice of all meetings other than
adjourned meetings of shareholders, stating the place, date and
hour, and, in case of special meetings of shareholders, the
purpose thereof, shall be served upon, or mailed, postage
prepaid, or telegraphed, charges prepaid, at least ten days
before such meeting, unless a greater period of notice is
required by statute or by these By-laws, to each shareholder
entitled to vote thereat at such address as appears on the
transfer books of the Company.
<PAGE>
ARTICLE 3
QUORUM OF SHAREHOLDERS
Section 3.1 The presence, in person or by proxy, of
shareholders entitled to cast at least a majority of the votes
which all shareholders are entitled to cast on the particular
matter shall constitute a quorum for purposes of considering such
matter, and unless otherwise provided by statute the acts of such
shareholders at a duly organized meeting shall be the acts of the
shareholders. If, however, any meeting of shareholders cannot be
organized because of lack of a quorum, those present, in person
or by proxy, shall have the power, except as otherwise provided
by statute, to adjourn the meeting to such time and place as they
may determine, without notice other than an announcement at the
meeting, until the requisite number of shareholders for a
quorum shall be present, in person or by proxy, except that in
the case of any meeting called for the election of directors such
meeting may be adjourned only for periods not exceeding 15 days
as the holders of a majority of the shares present, in person or
by proxy, shall direct, and those who attend the second of such
adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing
directors. At any adjourned meeting at which a quorum shall be
present or so represented, any business may be transacted which
might have been transacted at the original meeting if a quorum
had been present. The shareholders present, in person or by
proxy at a duly organized meeting can continue to do business
until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
ARTICLE 4
VOTING RIGHTS
Section 4.1 Except as may be otherwise provided by
statute or by the Articles of Incorporation, at every
shareholders' meeting, every shareholder entitled to vote thereat
shall have the right to one vote for every share having voting
power standing in his name on the books of the Corporation on the
record date fixed for the meeting. No share shall be voted at
any meeting if an installment is due and unpaid thereon.
Section 4.2 When a quorum is present at any meeting, the
voice vote of any holders of a majority of the stock having
voting power present, in person or by proxy, shall decide any
question brought before such meeting except as provided
differently by statute or by the Articles of Incorporation.
Section 4.3 Upon demand made by a shareholder entitled to
vote at any election for directors before the voting begins, the
election shall be by ballot.
ARTICLE 5
PROXIES
Section 5.1 Every shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent to
corporate action in writing without a meeting may authorize
another person or persons to act for him by
<PAGE>
proxy. Every proxy shall be executed in writing by the
shareholder or his duly authorized attorney in fact and filed
with the Secretary of the Corporation. A proxy, unless coupled
with an interest, shall be revocable at will, notwithstanding any
other agreement or any provision in the proxy to the contrary,
but the revocation of a proxy shall not be effective until
notice thereof has been given to the Secretary of the
Corporation. No unrevoked proxy shall be valid after 11 months
from the date of its execution. A proxy shall not be revoked by
the death or incapacity of the maker, unless before the vote is
counted or the authority is exercised, written notice of such
death or incapacity is given to the Secretary of the Corporation.
ARTICLE 6
RECORD DATE
Section 6.1 The Board of Directors may fix a time, not
more than 45 days prior to the date of any meeting of
shareholders, or the date fixed for the payment of any dividend
or distribution, or the date for the allotment of rights, or the
date when any change or conversion or exchange of shares will be
made or go into effect, as a record date for the determination of
the shareholders entitled to notice of, and to vote at, any such
meeting, or entitled to receive payment of any such dividend or
distribution, or to receive any such conversion or exchange of
shares. In such case, only such shareholders as shall be
shareholders of record on the date so fixed shall be entitled to
notice of, or to vote at, such meeting or to receive payment of
such dividend may be, notwithstanding any transfer of any shares
of the books of the Corporation after any record date fixed as
aforesaid. The Board of Directors may close the books of the
corporation against transfers of shares during the whole or any
part of such period, and in such case written or printed notice
thereof shall be mailed at least ten days before closing thereof
to each shareholder of record at the address appearing on the
records of the Corporation or supplied by him to the Corporation
for the purpose of notice. While the stock transfer books of the
Corporation are closed, no transfer of shares shall be made
thereon. If no record date is fixed by the Board of Directors
for the determination of shareholders entitled to receive notice
of, and vote at, a shareholders' meeting, transferees of shares
which are transferred on the books of the Corporation within ten
days next preceding the date of such meeting shall not be
entitled to notice of or to vote at such meeting.
ARTICLE 7
VOTING LISTS
Section 7.1 The officer or agent having charge of the
transfer books for shares of the Corporation shall make, at least
five days before each meeting of shareholders, a complete
alphabetical list of the shareholders entitled to vote at the
meeting, with their addresses and the number of shares held by
each, which list shall be kept on file at the registered office
or principal place of business of the Corporation and shall be
subject to inspection by any shareholder during the entire
meeting. The original transfer books for shares of the
Corporation, or a duplicate thereof kept in this Commonwealth,
shall be prima facie evidence as to who are the shareholders
entitled to exercise the rights of a shareholder.
<PAGE>
ARTICLE 8
JUDGES OF ELECTION
Section 8.1 In advance of any meeting of shareholders,
the Board of Directors may appoint judges of election, who need
not be shareholders, to act at such meeting or any adjournment
thereof. If judges of election are not so appointed, the
Chairman of any such meeting may, and on the request of any
shareholder or his proxy shall make such appointment at the
meeting. The number of judges shall be one or three. If
appointed at a meeting on the request of one or more shareholders
or proxies, the majority of shares present and entitled to vote
shall determine whether one or three judges are to be appointed.
No person who is a candidate for office shall act as a judge.
The judges of election shall do all such acts as may be proper to
conduct the election or vote, and such other duties as may be
prescribed by statute, with fairness to all shareholders, and if
requested by the Chairman of the meeting or any shareholder or
his proxy, shall make a written report of any matter determined
by them and execute a certificate of any fact found by them. If
there are three judges of election, the decision, act or
certificate of a majority shall be the decision, act or
certificate of all.
ARTICLE 9
CONSENT OF SHAREHOLDERS IN LIEU OF MEETING
Section 9.1 Any action required to be taken at a meeting
of the shareholders, or of a class of shareholders, may be taken
without a meeting, if a consent or consents in writing setting
forth the action so taken shall be signed by all of the
shareholders who would be entitled to vote at a meeting for such
purpose and shall be filed with the Secretary of the Corporation.
ARTICLE 10
DIRECTORS
Section 10.1 Any shareholder who intends to nominate or to
cause to have nominated any candidate for election to the Board
of Directors (other than any candidate proposed by the
Corporation's then existing Board of Directors) shall so notify
the Secretary of the Corporation in writing not less than sixty
(60) days prior to the date of any meeting of shareholders called
for the election of directors. Such notification shall contain
the following information to the extent known by the notifying
shareholder.
(a) the name and address of each proposed nominee;
(b) the age of each proposed nominee;
(c) the principal occupation of each proposed nominee;
(d) the number of shares of the Corporation owned by
each proposed nominee;
<PAGE>
(e) the total number of shares that to the knowledge of
the notifying shareholder will be voted for each
proposed nominee;
(f) the name and residence address of the notifying
shareholder; and
(g) the number of shares of the Corporation owned by the
notifying shareholder.
Any nomination for director not made in accordance with this
Section shall be disregarded by the chairman of the meeting, and
votes cast for each such nominee shall be disregarded by the
judges of election. In the event that the same person is
nominated by more than one shareholder, if at least one
nomination for such person complies with this Section, the
nomination shall be honored and all votes cast for such nominee
shall be counted.
Section 10.2 The number of directors that shall constitute
the whole Board of Directors shall be not less than seven nor
more than twenty-five. The Board of Directors shall be
classified into three classes, each class to be elected for a
term of three years. The terms of the respective classes shall
expire in successive years as provided in Section 10.3 hereof.
Within the foregoing limits, the Board of Directors may from time
to time fix the number of directors and their respective
classifications. No person elected or appointed as a director
shall serve in that capacity after reaching the age of seventy
(70) years. At the time, a director is elected or appointed to
the Board of Directors, he or she shall own in his or her own
right shares of the common stock of this Corporation that have a
fair market value in the aggregate of not less than Thirty
Thousand Dollars ($30,000.00). (Amended August 25, 1994)
Section 10.3 At the 1987 annual meeting of shareholders of
the Corporation, the shareholders shall elect nine directors as
follows: three Class A directors to serve until the 1988 annual
meeting of shareholders, three Class B directors to serve until
the 1989 annual meeting of shareholders, and three Class C
directors to serve until the 1990 annual meeting of shareholders.
Each class shall be elected in a separate election. At each
annual meeting of shareholders thereafter, successors to the
class of directors whose term shall then expire shall be elected
to hold office for a term of three years, so that the term of
office of one class of directors shall expire in each year.
Section 10.4 The Board of Directors may declare vacant the
office of a director if he is declared of unsound mind by an
order of court or convicted of felony or for any other proper
cause or if, within thirty days after notice of election, he does
not accept such office either in writing or by attending a
meeting of the Board of Directors.
ARTICLE 11
VACANCIES ON BOARD OF DIRECTORS
Article 11.1 Vacancies on the Board of Directors,
including vacancies resulting from an increase in the number of
directors, shall be filled by a majority of the remaining members
of the Board of Directors, though less than a quorum and each
person so appointed shall be a director until the expiration of
the term of office of the class of directors to which he was
appointed.
<PAGE>
ARTICLE 12
POWERS OF BOARD OF DIRECTORS
Section 12.1 The business and affairs of the Corporation
shall be managed by its Board of Directors, which may exercise
all such powers of the Corporation and do all such lawful acts
and things as are not by statute or by the Articles of
Incorporation or by these By-laws directed or required to be
exercised and done by the shareholders.
Section 12.2 The Board of Directors shall have the power
and authority to appoint an Executive Committee and such other
committees as may be deemed necessary by the Board of Directors
for the efficient operation of the Corporation. The Executive
Committee shall consist of the Chairman of the Board, if any, the
President and not less than two nor more than three other
directors (which other directors shall not be employees of the
Corporation or any of its subsidiaries). The Executive Committee
shall meet at such time as may be fixed by the Board of
Directors, or upon call of the Chairman of the Board or the
President. A majority of members of the Executive Committee
shall constitute a quorum. The Executive Committee shall have
and exercise the authority of the Board of Directors in the
intervals between the meetings of the Board of Directors as far
as may be permitted by law.
ARTICLE 13
MEETINGS OF THE BOARD OF DIRECTORS
Section 13.1 An organization meeting may be held
immediately following the annual shareholders meetings without
the necessity of notice to the directors to constitute a legally
convened meeting, or the directors may meet at such time and
place as may be fixed by either a notice or waiver of notice or
consent signed by all of such directors.
Section 13.2 Regular meetings of the Board of Directors
shall be held not less often then semi-annually at a time and
place determined by the Board of Directors at the preceding
meeting. One or more directors may participate in any meeting of
the Board of Directors, or of any committee thereof, by means of
a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear
one another.
Section 13.3 Special meetings of the Board of Directors
may be called by the Chairman of the Board or the President on
one day's notice to each director, either personally or by mail,
telegram or telephone; special meetings shall be called by the
Chairman of the Board or the President in like manner and on like
notice upon the written request of the three directors.
Section 13.4 At all meetings of the Board of Directors, a
majority of the directors shall constitute a quorum for the
transaction of business, and the acts of a majority of the
directors present at a meeting in person or by conference
telephone or similar communications equipment at which a quorum
is present in person or by such communications equipment shall be
the acts of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Articles of
Incorporation or by these By-laws. If a quorum shall not be
present in person or by communications equipment at any meeting
of the directors, the
<PAGE>
directors present may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present or as permitted herein.
ARTICLE 14
INFORMAL ACTION BY THE BOARD OF DIRECTORS
Section 14.1 If all the directors shall severally or
collectively consent in writing, including but not limited to
telegrams and radiograms, to any action to be taken by the
Corporation, such action shall be as valid a Corporation action
as though it had been authorized at a meeting of the Board of
Directors.
ARTICLE 15
COMPENSATION OF DIRECTORS
Section 15.1 Directors, as such, may receive a stated
salary for their services or a fixed sum and expenses for
attendance at regular and special meetings, or any combination of
the foregoing as may be determined from time to time by
resolution of the Board of Directors, and nothing contained
herein shall be construed to preclude any director from serving
the Corporation in any other capacity and receiving compensation
therefor.
ARTICLE 16
OFFICERS
Section 16.1 The officers of the Corporation shall be
elected by the Board of Directors at its organization meeting and
shall be a President, a Secretary and a Treasurer. At its
option, the Board of Directors may elect a Chairman of the Board.
The Board of Directors may also elect one or more Vice Chairman
and/or one or more Vice Presidents and such other officers and
appoint such agents as it shall deem necessary, who shall hold
their offices for such terms, have such authority and perform
such duties as may from time to time be prescribed by the Board
of Directors. Any two or more offices may be held by the same
person.
Section 16.2 The compensation of all officers of the
Corporation shall be fixed by the Board of Directors.
Section 16.3 The Board of Directors may remove any officer
or agent elected or appointed, at any time and within the period,
if any, for which such person was elected or employed whenever in
the Board of Directors' judgement it is in the best interests of
the Corporation, and all persons shall be elected and employed
subject to the provisions thereof. If the office of any officer
becomes vacant for any reason, the vacancy may be filled by the
Board of Directors.
<PAGE>
ARTICLE 17
THE CHAIRMAN OF THE BOARD
Section 17.1 The Chairman of the Board shall preside at
all meetings of the shareholders and directors. He shall
supervise the carrying out of the policies adopted or approved by
the Board of Directors. He shall have general executive powers,
as well as the specific powers conferred by these By-laws. He
shall also have and may exercise such further powers and duties
as from time to time may be conferred upon or assigned to him by
the Board of Directors.
ARTICLE 18
THE PRESIDENT
Section 18.1 The President shall be the chief executive
officer of the Corporation; shall have general and active
management of the business of the Corporation; shall see that all
orders and resolutions of the Board of Directors are put into
effect, subject, however, to the right of the Board of Directors
to delegate any specific powers, except such as may be by the
statute exclusively conferred on the President, to any other
officer or officers of the Corporation. The President shall
execute bonds, mortgages and other contracts requiring a seal
under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer or
agent of the Corporation. In the absence or incapacity of the
Chairman and Vice Chairman of the Board, the President shall
preside at meetings of the shareholders and the directors. If
there is no Chairman or Vice Chairman of the Board, the President
shall be and exercise all powers conferred by these By-laws or
otherwise on the Chairman of the Board.
ARTICLE 19
THE VICE PRESIDENT
Section 19.1 The Vice President or, if more than one, the
Vice Presidents in the order established by the Board of
Directors shall, in the absence or incapacity of the President,
exercise all powers and perform the duties of the President. The
Vice Presidents, respectively, shall also have such other
authority and perform such other duties as may be provided in
these By-laws or as shall be determined by the Board of Directors
or the President. Any Vice President may, in the discretion of
the Board of Directors, be designated as "executive", "senior",
or by departmental or functional classification.
ARTICLE 20
THE SECRETARY
Section 20.1 The Secretary shall attend all meetings of
the Board of Directors and of the shareholders and keep accurate
records thereof in one or more minute books kept for that purpose
and shall perform the duties customarily performed by the
secretary of a corporation and such other duties as may be
assigned to him by the Board of Directors or the President.
<PAGE>
ARTICLE 21
THE TREASURER
Section 21.1 The Treasurer shall have the custody of the
corporate funds and securities; shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
Corporation and shall perform such other duties as may be
assigned to him by the Board of Directors or the President. He
shall give bond in such sum and with such surety as the Board of
Directors may from time to time direct.
ARTICLE 22
ASSISTANT OFFICERS
Section 22.1 Each assistant officer shall assist in the
performance of the duties of the officer to whom he is assistant
and shall perform such duties in the absence of the officer. He
shall perform such additional duties as the Board of Directors,
the President or the officer to whom he is assistant may from
time to time assign him. Such officers may be given such
functional titles as the Board of Directors shall from time to
time determine.
ARTICLE 23
INDEMNIFICATION OF OFFICERS AND EMPLOYEES
Section 23.1 The Corporation shall indemnify any officer
and/or employee or any former officer and/or employee, who was or
is a party to, or is threatened to be made a party to, or who is
called to be a witness in connection with, any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that
such person is or was an officer and/or employee of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith
and in a manner in which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful.
Section 23.2 The Corporation shall indemnify any officer
and/or employee, who was or is a party to, or is threatened to be
made a party to, or who is called as a witness in connection
with, any threatened, pending or completed action or suit by or
in the right of the Corporation to procure a judgement in its
favor by reason of the fact that such person is or was a
director, officer, and/or employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against amounts paid in settlement and expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection with the
<PAGE>
defense or settlement of, or serving as a witness in, such action
or suit if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
Corporation and except that no indemnification shall be made in
respect of any such claim, issue or matter as to which such
person shall have been adjudged to be liable for misconduct in
the performance of his duty to the Corporation.
Section 23.3 Except as may be otherwise ordered by a
court, there shall be a presumption that any officer and/or
employee is entitled to indemnification as provided in Section
23.1 and 23.2 of this Article unless either a majority of the
directors who are not involved in such proceedings
("disinterested directors") or, if there are less than three
disinterested directors, then the holders of one-third of the
outstanding shares of the Corporation determine that the person
is not entitled to such presumption by certifying such
determination in writing to the Secretary of the Corporation. In
such event, the disinterested director (s) or, in the event of
certification by shareholders, the Secretary of the Corporation
shall request of independent counsel, who may be the outside
general counsel of the Corporation, a written opinion as to
whether or not the parties involved are entitled to
indemnification under Section 23.1 and 23.2 of this Article.
Section 23.4 Expenses incurred by an officer and/or
employee in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized in
the manner provided under Section 23.3 of this Article upon
receipt of an undertaking by or on behalf of the officer and/or
employee to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
Corporation.
Section 23.5 The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which a
person seeking indemnification may be entitled under any
agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity while
serving as an officer and/or employee and as to action in another
capacity while holding such office, and shall continue as to a
person who has ceased to be an officer and/or employee and shall
inure to the benefit of the heirs, executors and administrators
of such a person.
Section 23.6 The Corporation may create a fund of any
nature, which may, but need not be, under the control of a
trustee, or otherwise secure or insure in any manner its
indemnification obligations arising under this article.
Section 23.7 The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or
was an officer and/or employee of the Corporation, or is or was
serving at the request of the Corporation as an officer and/or
employee of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the
provisions of this Article.
Section 23.8 Indemnification under this Article shall not
be made in any case where the act or failure to act giving rise
to the claim for
<PAGE>
indemnification is determined by a court to have constituted
willful misconduct or recklessness.
ARTICLE 24
INDEMNIFICATION OF DIRECTORS
Section 24.1 A director of this Corporation shall stand in
a fiduciary relation to the Corporation and shall perform his
duties as a director, including his duties as a member of any
committee of the board upon which he may serve, in good faith, in
a manner he reasonably believes to be in the best interests of
the Corporation, and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence
would use under similar circumstances. In performing his duties,
a
director shall be entitled to rely in good faith on information,
opinions, reports or statements, including financial statements
and other financial data, in each case prepared or presented by
any of the following:
(a) One or more officers or employees of the Corporation
whom the director reasonably believes to be reliable
and competent in the matters presented.
(b) Counsel, public accountants or other persons as to
matters which the director reasonably believes to be
within the professional or expert competence of such
person.
(c) A committee of the board upon which he does not
serve, duly designated in accordance with law, as to
matters within its designated authority, which
committee the director reasonably believes to merit
confidence.
A director shall not be considered to be acting in good faith if
he has knowledge concerning the matter in question that would
cause his reliance to be unwarranted.
Section 24.2 In discharging the duties of their respective
positions, the board of directors, committees of the board, and
individual directors may, in considering the best interests of
the Corporation, consider the effects of any action upon
employees, upon suppliers and customers of the Corporation and
upon communities in which offices or other establishments of the
Corporation are located, and all other pertinent factors. The
consideration of those factors shall not constitute a violation
of Section 24.1.
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Section 24.3 Absent a breach or fiduciary duty, lack of
good faith or self-dealing, actions taken as a director or any
failure to take any action shall be presumed to be in the best
interests of the Corporation.
Section 24.4 A director of this Corporation shall not be
personally liable for monetary damages as such for any action
taken or for any failure to take any action, unless:
(a) the director has breached or failed to perform the
duties of his office under the provisions of
Section 24.1 and 24.2, and
(b) the breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness.
Section 24.5 The provisions of Section 24.4 shall not
apply to:
(a) the responsibility or liability of a director
pursuant to a criminal statute, or
(b) the liability of a director for the payment of
taxes pursuant to local, state or federal law.
Section 24.6 The Corporation shall indemnify any director,
or any former director who was or is a party to, or is threatened
to be made a party to, or who is called to be a witness in
connection with, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a
director of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonable incurred by him in connection with such action, suit,
or proceeding if he acted in good faith and in a manner he
reasonable believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonably cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful.
Section 24.7 The Corporation shall indemnify any director
who was or is a party to, or is threatened to be made a party to,
or who is called as a witness in connection with, any threatened,
pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer and/or
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against amounts paid in
settlement and expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of, or serving as a witness in, such action or suit if
he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the Corporation
and except that no indemnification shall
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be made in respect of any such claim, issue or matter as to which
such person shall have been adjudged to be liable for misconduct
in the performance of his duty to the Corporation.
Section 24.8 Except as may be otherwise ordered by a
court, there shall be a presumption that any director is entitled
to indemnification as provided in Section 24.6 and 24.7 of this
Article unless either a majority of the directors who are not
involved in such proceedings ("disinterested directors") or, if
there are less than three disinterested directors, then the
holders of one-third of the outstanding shares of the Corporation
determine that the person is not entitled to such presumption by
certifying such determination in writing to the Secretary of the
Corporation. In such event the disinterested director(s) or, in
the event of certification by shareholders, the Secretary of the
Corporation shall request of independent counsel, who may be the
outside general counsel of the Corporation, a written opinion to
whether or not the parties involved are entitled to
indemnification under Sections 24.6 and 24.7 of this Article.
Section 24.9 Expenses incurred by a director in defending
a civil or criminal action, suit or proceeding may be paid by
the Corporation in advance of the final disposition of such
action, suit or proceeding as authorized in the manner provided
under Section 24.8 of this Article upon receipt of an undertaking
by or on behalf of the director, officer and/or employee to repay
such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in
this Article.
Section 24.10 The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which a
person seeking indemnification may be entitled under any
agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity while
serving as a director and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Section 24.11 The Corporation may create a fund of any
nature, which may, but need not be, under the control of a
trustee, or otherwise secure or insure in any manner its
indemnification obligations arising under this Article.
Section 24.12 The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or
was a director or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trusts or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the
provisions of this Article.
Section 24.13 Indemnification under this Article shall not
be made in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
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ARTICLE 25
SHARE CERTIFICATES
Section 25.1 The share certificates of the Corporation
shall be numbered and registered in a share register as they are
issued; shall bear the name of the registered holder, the number
and class of shares represented thereby, the par value of each
share or a statement that such shares are without par value, as
the case may be, shall be signed by the President or a Vice
President and the Secretary or the Treasurer or any other person
properly authorized by the Board of Directors, and shall bear the
corporate seal, which seal may be a facsimile engraved or
printed. Where the certificate is signed by a transfer agent or
a registrar, the signature of any corporate officer of such
certificate may be facsimile engraved or printed. In case any
officer who has signed, or whose facsimile signature has been
placed upon, any share certificate shall have ceased to be such
officer because of death, resignation or otherwise before the
certificate is issued, it may be issued by the Corporation with
the same effect as if the officer had not ceased to be such at
the date of its issue.
ARTICLE 26
TRANSFER OF SHARES
Section 26.1 Upon surrender to the Corporation of a share
certificate duly endorsed by the person named in the certificate
or by attorney duly appointed in writing and accompanied where
necessary by proper evidence of succession, assignment or
authority to transfer, a new certificate shall be issued to the
person entitled thereto and the old certificate canceled and the
transfer recorded upon the share register of the Corporation. No
transfer shall be made if it would be inconsistent with the
provisions of Article 8 of the Pennsylvania Uniform Commercial
Code.
ARTICLE 27
LOST CERTIFICATES
Section 27.1 Where a shareholder of the Corporation
alleges the loss, theft, or destruction of one or more
certificates for shares of the Corporation and requests the
issuance of a substitute certificate therefor, the Board of
Directors may direct a new certificate of the same tenor and for
the same number of shares to be issued to such person upon such
person's making of an affidavit in form satisfactory to the Board
of Directors setting forth the facts in connection therewith,
provided that prior to the receipt of such request the
Corporation shall not have either registered a transfer of such
certificate or received notice that such certificate has been
acquired by a bona fide purchaser. When authorizing such issue
of a new certificate the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate,
or his heirs or legal representatives, as the case may be, to
advertise the same in such manner as it shall require and/or give
the Corporation a bond in such for and with surety or sureties
with fixed or open penalty, as shall be satisfactory to the Board
of Directors, as indemnity for any liability or expense which it
may incur by reason of the original certificate remaining
outstanding.
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ARTICLE 28
DIVIDENDS
Section 28.1 The Board of Directors may, from time to
time, at any duly convened regular or special meeting or by
unanimous consent in writing, declare and pay dividends upon the
outstanding shares of capital stock of the Corporation in cash,
property, or shares of the Corporation, as long as any dividend
shall not be in violation of law of the Articles of
Incorporation.
Section 28.2 Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for
dividends such sum or sums as the Board of Directors from time to
time, in their absolute discretion, think proper as a reserve
fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for
such other purposes as the Board of Directors shall believe to be
for the best interests of the Corporation, and the Board of
Directors may reduce or abolish any such reserve in the manner in
which it was created.
ARTICLE 29
FINANCIAL REPORT TO SHAREHOLDERS
Section 29.1 The President and the Board of Directors
shall present at each annual meeting of the shareholders, a full
and complete statement of the business and affairs of the
Corporation for the preceding year.
ARTICLE 30
INSTRUMENTS
Section 30.1 All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or
such other persons as the President or the Board of Directors may
from time to time designate.
Section 30.2 All agreements, indentures, mortgages, deeds,
conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions,
schedules, accounts, affidavits, bonds, undertakings, proxies,
and other instruments and documents may be signed, executed,
acknowledged, verified, delivered or accepted, including those in
connection with the fiduciary powers of the Corporation, on
behalf of the Corporation by the President or other persons as
may be designated by him.
ARTICLE 31
Section 31.1 The fiscal year of the Corporation shall be
the calendar year.
ARTICLE 32
SEAL
Section 32.1 The corporate seal shall be inscribed thereon
the name of the Corporation, the year of its organization and the
words "Corporate Seal,
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Pennsylvania". Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed in any manner
reproduced.
ARTICLE 33
NOTICES AND WAIVERS THEREOF
Section 33.1 Whenever, under the provisions of applicable
law or of the Articles of Incorporation or of these By-laws,
written notice is required to be given to any person, it may be
given to such person either personally or by sending a copy
thereof through the mail or by telegram, charges prepaid, to his
address appearing on the books of the Corporation or supplied by
him to the telegraph, it shall be deemed to have been given to
the person entitled thereto when deposited in the United States
mail or with a telegraph office for transmission to such person.
Such notice shall specify the place, day, and hour of the meeting
and, in the case of a special meeting of shareholders, the
general nature of the business to be transacted.
Section 33.2 Any written notice required to be given to
any person may be waived in writing signed by the person entitled
to such notice whether before or after the time stated therein.
Attendance of any person entitled to notice whether in person or
by proxy, at any meeting shall constitute a waiver of notice of
such meeting, except where any person attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened. Where
written notice is required of any meeting, the waiver thereof
must specify the purpose only if it is for a special meeting of
shareholders.
ARTICLE 34
AMENDMENTS
Section 34.1 These By-laws may be altered, amended, or
repealed by the affirmative vote of the holders of eighty percent
(80%) of the outstanding shares of Common Stock at any regular or
special meeting duly convened after notice to the shareholders of
that purpose or by a majority vote of the members of the Board of
Directors at any regular or special meeting thereof duly convened
after notice to the directors of that purpose, subject always to
the power of the shareholders to change such action of the Board
of Directors by the affirmative vote of the holders of eighty
percent (80%) of the outstanding shares of Common Stock.
:71603
EXHIBIT 4.1
Amended Articles of Incorporation
of Union National Financial Corporation
(included at Exhibit 3(i) of this
Registration Statement)
EXHIBIT 4.2
Amended Bylaws of
Union National Financial Corporation
(included at Exhibit 3(ii) of this
Registration Statement)
EXHIBIT 4.3
UNION NATIONAL FINANCIAL CORPORATION
1988 STOCK INCENTIVE PLAN
<PAGE>
UNION NATIONAL FINANCIAL CORPORATION
1988 STOCK INCENTIVE PLAN
1. Purpose. The purpose of this Stock Incentive Plan (the
"Plan") is to advance the development, growth and financial
condition of Union National Financial Corporation (the
"Corporation") and each subsidiary thereof as defined in Section
425 of the Internal Revenue Code of 1986, as amended (the
"Code"), by providing incentives through participation in the
appreciation of capital stock of the Corporation so as to secure,
retain and motivate personnel who may be responsible for the
operation and management of the affairs of the Corporation and
any such subsidiary now or hereafter existing ("Subsidiary").
2. Term. The Plan shall become effective as of the date it
is adopted by the Corporation's board of Directors (the "Board"),
so long as the Corporation's stockholders duly approve the Plan
within twelve (12) months either before or after the date of the
Board's adoption of the Plan. Any and all options and rights
awarded under the Plan ("Awards") before it is so approved by the
Corporation's stockholders shall be conditional upon and may not
be exercised before timely obtainment of such approval, and shall
lapse upon the failure thereof. If the Plan is so approved, it
shall continue in effect until all Awards either have lapsed,
been satisfied or canceled according to their terms under the
Plan.
3. Stock. The shares of stock that may be issued under the
Plan shall not exceed in the aggregate 30,000 shares of the
Corporation's common stock, par value $1.00 per share, as may be
adjusted pursuant to paragraph 18 hereof (the "Stock"). Such
Stock may be authorized and unissued capital stock of the
Corporation, or it may be such capital stock issued and
subsequently reacquired by the Corporation as treasury stock.
Under no circumstances shall any fractional shares of Stock be
issued or sold under the Plan or any Award. Except as may be
otherwise provided in the Plan, any Stock subject to an Award
that for any reason lapses or terminates prior to its exercise as
to such Stock shall become and again be available under the Plan.
The Corporation shall reserve and keep available, and shall duly
apply for any requisite governmental authority to issue or sell
the number of shares of Stock needed to satisfy the requirements
of the Plan while in effect. The Corporation's failure to obtain
any such governmental authority deemed necessary by the
Corporation's legal counsel for the lawful issuance and sale of
Stock under the Plan shall relieve the Corporation of any duty,
or liability for the failure to issue or sell such Stock as to
which such authority has not been obtained.
4. Administration. The Plan shall be administered by a
committee (the "Committee") consisting of not fewer than three
(3) persons serving for such terms as determined, selected and
appointed by the Board. The Board shall fill all vacancies
occurring in the Committee's membership, and at any time and for
any reason may add additional members to the Committee or may
remove members from the Committee and appoint their successors.
The members of the Committee may, but need not be members of the
Board, but no person shall be a member of the
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Committee unless he or she is ineligible and has been ineligible
for at least one (1) year prior to his or her appointment to the
Committee to receive any Awards, allocations or other options or
rights of or with respect to Stock or any other capital stock of
the Corporation or its affiliates under the Plan or any other
plan of the Corporation or its affiliates. A majority of the
Committee's membership shall constitute a quorum for the
transaction of all business of the committee, and all decisions
and actions taken by the Committee shall be determined by a
majority of the members of the Committee attending a meeting at
which a quorum of the Committee is present.
The Committee shall be responsible for the management and
operation of the Plan and, subject to its provisions, shall have
full, absolute and final power and authority, exercisable in its
sole discretion: to interpret and construe the provisions of the
Plan, adopt, revise and rescind rules and regulations relating to
the Plan and its administration, and decide all questions of fact
arising in the application thereof; to determine what, to whom,
when and under what facts and circumstances Awards shall be made,
and the form, number, terms, conditions and duration thereof,
including but not limited to when exercisable, the number of
shares of Stock subject thereto, and Stock option purchase
prices; to adopt, revise and rescind procedural rules for the
transaction of the Committee's business, subject to any
directives of the Board not inconsistent with the provisions or
intent of the Plan or applicable provisions of law; and to make
all other determinations and decisions, take all actions and do
all things necessary or appropriate in and for the administration
of the Plan. The Committee's determinations, decisions and
actions under the Plan, including but not limited to those
described above, need not be uniform or consistent, but may be
different and selectively made and applied, even in similar
circumstances and among similarly situated persons. Unless
contrary to the provisions of the Plan, all decisions,
determinations and actions made or taken by the Committee shall
be final and binding upon the Corporation and all interested
persons, and their heirs, personal and legal representatives,
successors, assigns and beneficiaries. No member of the
Committee or of the Board shall be liable for any decision,
determination or action made or taken in good faith by such
person under or with respect to the Plan or its administration.
5. Awards. Awards may be made under the Plan in the form
of: (a) "Qualified Options" to purchase Stock that are intended
to qualify for certain tax treatment as incentive stock options
under Sections 421 and 422A of the Code, (b) "Non-Qualified
Options" to purchase Stock that are not intended to qualify under
Sections 421-424 of the Code, (c) Stock appreciation rights
("SARs"), or (d) "Restricted Stock". More than one Award may be
granted to an eligible person, and the grant of any Award shall
not prohibit the grant of any other Award, either to the same
person or otherwise, or impose any obligation upon the person to
whom granted to exercise the Award. All Awards and the terms and
conditions thereof shall be set forth in written agreements, in
such form and content as approved by the Committee from time to
time, and shall be subject to the provisions of the Plan whether
or not contained in such agreements. Multiple Awards for a
particular person may be set forth in a single written agreement
or in multiple agreements, as determined by the Committee, but in
all cases each agreement for one or more Awards shall identify
each of the Awards thereby represented as a Qualified Option,
Non-Qualified Option, SAR, or Restricted Stock, as the case may
be. Every Award made to a person (a "Recipient") shall be
exercisable during his or her lifetime only by the Recipient, and
shall not be salable, transferable or assignable by the Recipient
except by his or her Will or the laws of descent and
distribution.
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6. Eligibility. Persons eligible to receive Awards shall
be the President, Vice Presidents, Secretaries, and Treasurers,
and other key employees of the Corporation and each Subsidiary as
determined by the Committee. In no case, however, shall any
current member of the Committee be eligible to receive any
Awards. A person's eligibility to receive Awards shall not
confer upon him or her any right to receive any Awards; rather,
the Committee shall have the sole authority, exercisable in its
discretion consistent with the provisions of the Plan, to select
when, to whom and under what facts and circumstances Awards will
be made. Except as otherwise provided, a person's eligibility to
receive, or actual receipt of Awards under the Plan shall not
limited or affect his or her benefits under or eligibility to
participate in any other incentive or benefit plan or program of
the Corporation or its affiliates.
7. Qualified Options. In addition to other applicable
provisions of the Plan, all Qualified Options and Awards thereof
shall be under and subject to the following terms and conditions:
(a) No Qualified Option shall be awarded more than ten
(10) years after the date the Plan is adopted by the Board or the
date the Plan is approved by the Corporation's stockholders,
whichever date is earlier;
(b) The time period during which any Qualified Option
is exercisable, as determined by the Committee, shall not
commence before the expiration of six (6) months or continue
beyond the expiration of ten (10) years after the date such
Option is awarded;
(c) If the Recipient of a Qualified Option ceases to be
employed by the Corporation or any Subsidiary for any reason
other than his or her death, the Committee may permit the
Recipient thereafter to exercise such Option during its remaining
term for a period of not more than three (3) months after such
cessation of employment to the extent that the Option was then
and remains exercisable, unless such employment cessation was due
to the Recipient's disability as defined in Section 22(e)(3) of
the Code, in which case such three (3) month period shall be
twelve (12) months; if the Recipient dies while employed by the
Corporation or a subsidiary, the Committee may permit the
Recipient's qualified personal representatives, or any persons
who acquire the Qualified Option pursuant to his or her Will or
laws of descent and distribution, thereafter to exercise such
Option during its remaining term for a period of not more than
twelve (12) months after the Recipient's death to the extent that
the Option was then and remains exercisable; the Committee may
impose terms and conditions upon and for said exercise of such
Qualified Option after such cessation of the Recipient's
employment or his or her death;
(d) The purchase price of a share of Stock subject to
any Qualified Option, as determined by the Committee, shall not
be less than the Stock's fair market value at the time such
Option is awarded, or less than the Stock's par value.
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8. Non-Qualified Options. In addition to other applicable
provisions of the Plan, all Non-Qualified Options and Awards
thereof shall be under and subject to the following terms and
conditions:
(a) The time period during which any Non-Qualified
Option is exercisable, as determined by the Committee, shall not
commence before the expiration of six (6) months after the date
such Option is awarded;
(b) If a Recipient of a Non-Qualified Option, before
its lapse or full exercise, ceases to be eligible under the Plan,
the Committee may permit the Recipient thereafter to exercise
such Option during its remaining term, to the extent that the
Option was then and remains exercisable, for such time period and
under such terms and conditions as may be prescribed by the
Committee;
(c) The purchase price of a share of Stock subject to
any Non-Qualified Option, as determined by the Committee, shall
not be less than the Stock's par value.
9. Stock Appreciation Rights. In addition to other
applicable provisions of the Plan, all SARs and Awards thereof
shall be under and subject to the following terms and conditions:
(a) SARs may be granted either alone, or in connection
with another previously or contemporaneously granted Award (other
than another SAR) so as to operate in tandem therewith by having
the exercise of one affect the right to exercise the other, as
and when the Committee may determine; however, no SAR shall be
awarded in connection with a Qualified Option more than ten (10)
years after the date the Plan is adopted by the Board or the date
the Plan is approved by the Corporation's stockholders, whichever
date is earlier;
(b) Each SAR shall entitle its Recipient to receive
upon exercise of the SAR all or a portion of the excess of (i)
the fair market value at the time of such exercise of a specified
number of shares of Stock as determined by the Committee, over
(ii) a specified price of such number of shares of Stock as
determined by the Committee that on a per share basis is equal to
the Stock's fair market value at the time the SAR is awarded, or
if the SAR is connected with another Award, the Stock purchase
price thereunder;
(c) Upon exercise of any SAR, the Recipient shall be
paid either in cash or in Stock, or in any combination thereof,
as the Committee shall determine; if such payment is to be made
in Stock, the number of shares thereof to be issued pursuant to
the exercise shall be determined by dividing the amount payable
upon exercise by the Stock's fair market value at the time of
exercise;
(d) The time period during which any SAR is
exercisable, as determined by the Committee, shall not commence
before the expiration of six (6) months or continue beyond the
expiration of ten (10) years after the date such SAR is awarded;
however, no SAR
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<PAGE>
connected with another Award shall be exercisable beyond the last
date that such other connected Award may be exercised;
(e) If a Recipient of a SAR, before its lapse or full
exercise, ceases to be eligible under the Plan, the Committee may
permit the Recipient thereafter to exercise such SAR during its
remaining term, to the extent that the SAR was then and remains
exercisable, for such time period and under such terms and
conditions as may be prescribed by the Committee;
(f) No SAR shall be awarded in connection with any
Qualified Option unless the SAR (i) lapses no later than the
expiration date of such connected Option, (ii) is for not more
than the difference between the Stock purchase price under such
connected Option and the Stock's fair market value at the time
the SAR is exercised, (iii) is transferable only when and as such
connected Option is transferable and under the same conditions,
(iv) may be exercised only when such connected Option may be
exercised, and (v) may be exercised only when the Stock's fair
market value exceeds the Stock purchase price under such
connected Option.
10. Restricted Stock. In addition to other applicable
provisions of the Plan, all Restricted Stock and Awards thereof
shall be under and subject to the following terms and conditions:
(a) Restricted Stock shall consist of shares of Stock
that may be acquired by and issued to a Recipient at such time,
for such or no purchase price, and under and subject to such
transfer, forfeiture and other restrictions, conditions or terms
as shall be determined by the Committee, including but not
limited to prohibitions against transfer, substantial risks of
forfeiture within the meaning of Section 83 of the Code, and
attainment of performance or other goals, objectives or
standards, all for or applicable to such time periods as
determined by the Committee;
(b) Except as otherwise provided in the Plan or the
Restricted Stock Award, a Recipient of shares of Restricted Stock
shall have all the rights as does a holder of Stock, including
without limitation the right to vote such shares and receive
dividends with respect thereto; however, during the time period
of any restrictions, conditions or terms applicable to such
Restricted Stock, the shares thereof and the right to vote the
same and receive dividends thereon shall not be sold, assigned,
transferred, exchanged, pledged, hypothecated, encumbered or
otherwise disposed of except as permitted by the Plan or the
Restricted Stock Award;
(c) Each certificate issued for shares of Restricted
Stock shall be deposited with the Secretary of the Corporation,
or the office thereof, and shall bear a legend in substantially
the following form and content:
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This Certificate and the shares of Stock hereby represented
are subject to the provisions of the Corporation's Stock
Incentive Plan and a certain agreement entered into between the
owner and the Corporation pursuant to said Plan. The release of
this Certificate and the shares of Stock hereby represented from
such provisions shall occur only as provided by said Plan and
agreement, a copy of which are on file in the office of the
Secretary of the Corporation.
Upon the lapse or satisfaction of the restrictions,
conditions and terms applicable to such Restricted Stock, a
certificate for the shares of Stock free thereof without such
legend shall be issued to the Recipient;
(d) If a Recipient's employment with the Corporation or
a Subsidiary ceases for any reason prior to the lapse of the
restrictions, conditions or terms applicable to his or her
Restricted Stock, all of the Recipient's Restricted Stock still
subject to unexpired restrictions, conditions or terms shall be
forfeited absolutely by the Recipient to the Corporation without
payment or delivery of any consideration or other thing of value
by the Corporation or its affiliates, and thereupon and
thereafter neither the Recipient nor his or her heirs, personal
or legal representatives, successors, assigns, beneficiaries, or
any claimants under the Recipient's Last Will or laws of descent
and distribution, shall have any rights to, interests in or
claims against the forfeited Restricted Stock, or any Stock, or
any certificates representing shares thereof, or the Corporation
of its affiliates.
11. Exercise. Except as otherwise provided in the Plan,
Awards may be exercised in whole or in part by giving written
notice thereof to the Secretary of the Corporation, or his or her
designee, identifying the Award being exercised, the number of
shares of Stock with respect thereto, and other information
pertinent to exercise of the Award. The purchase price of shares
of Stock with respect to which an Award is exercised shall be
fully payable with the written notice of exercise, either in cash
or in Stock at its then current fair market value, or in any
combination thereof, as the Committee shall determine. Funds
received by the Corporation from the exercise of any Award shall
be used for its general corporate purposes.
The number of shares of Stock subject to an Award shall be
reduced by the number of shares of Stock with respect to which
the Recipient has exercised rights under the Award. If a SAR is
awarded in connection with another Award, the number of shares of
Stock that may be acquired by the Recipient under the other
connected Award shall be reduced by the number of shares of Stock
with respect to which the Recipient has exercised his or her SAR,
and the number of shares of Stock subject to the Recipient's SAR
shall be reduced by the number of shares of Stock acquired by the
Recipient pursuant to the other connected Award.
The Committee may permit an acceleration of previously
established exercise terms of any Awards as, when, under such
facts and circumstances, and subject to such other or further
requirements and conditions as the Committee may deem necessary
or appropriate. In addition: (a) if the Corporation or its
stockholders execute an agreement to dispose of all or
substantially all of
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the Corporation's assets or capital stock by means of sale,
merger, consolidation, reorganization, liquidation or otherwise,
as a result of which the Corporation's stockholders immediately
before such transaction will not own at least fifty percent (50%)
of the total combined voting power of all classes of voting
capital stock of the surviving entity (be it the Corporation or
otherwise) immediately after the consummation of such
transaction, thereupon any and all Awards immediately shall
become and remain exercisable with respect to the total number of
shares of Stock still subject thereto for the remainder of their
respective terms until the consummation of such transaction, or
if not consummated, until the agreement therefor expires or is
terminated, in which case thereafter all Awards shall be treated
as if said agreement never had been executed; (b) if there is an
actual or threatened change in the ownership of at least forty
percent (40%) of all classes of voting capital stock of the
Corporation through the acquisition of, or an offer to acquire
such percentage of the Corporation's voting capital stock by any
persons or other entities acting as a group, and such acquisition
or offer has not been duly approved by the Board, thereupon any
and all Awards immediately shall become and remain exercisable
with respect to the total number of shares of Stock still subject
thereto for the remainder of their respective terms.
12. Withholding. Whenever the Corporation is about to
issue or transfer Stock pursuant to any Award, the Corporation
may require the Recipient to remit to the Corporation an amount
sufficient to satisfy fully any federal, state and other
jurisdictions' income and other tax withholding requirements
prior to the delivery of any certificates for such shares of
Stock. Whenever payments are to be made in cash to any Recipient
pursuant to his or her exercise of an Award, such payments shall
be made net after deduction of all amounts sufficient to satisfy
fully any federal, state and other jurisdictions' income and
other tax withholding requirements.
13. Value. The Committee may amend or terminate the Plan
at any time, but may not without the approval of the
Corporation's stockholders: (a) increase the maximum number of
shares of Stock that may be issued under the Plan (other than
adjustments pursuant to paragraph 18 hereof), (b) extend the time
period during which any Award is exercisable, (c) extend the term
of the Plan, or (d) change the minimum Stock purchase price under
any Qualified or Non-Qualified Option. In no event shall any
such termination or amendment limit or affect any outstanding
Award, or the rights of a Recipient thereunder, without such
Recipient's consent.
In addition, the Committee may prescribe other or additional
terms, conditions and provisions with respect to the grant or
exercise of any or all Awards as the Committee may determine
necessary or appropriate for such Awards and the Stock subject
thereto to qualify under and comply with all applicable laws,
rules and regulations, and changes therein, including but not
limited to the provisions of Sections 421 and 422A of the Code,
Section 16 of the Securities Exchange Act of 1934, and Rule 16b-3
of the Securities and Exchange Commission. Without limiting the
generality of the preceding sentence, each Qualified Option, and
any SAR awarded in connection therewith, shall be subject to such
other and additional terms, conditions and provisions as the
Committee may deem necessary or appropriate in order to qualify
such Option, or connected Option and SAR, as an incentive stock
option under Section 422A of the Code, including but not limited
to the following provisions:
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(i) the aggregate fair market value, at the time such
Option is awarded, of the Stock subject thereto and of any Stock
or other capital stock with respect to which incentive stock
options qualifying under Sections 421 and 422A of the Code are
exercisable for the first time by the Recipient during any
calendar year under the Plan and any other plans of the
Corporation or its affiliates, shall not exceed $100,000.00; and
(ii) No Qualified Option, or any SAR in connection
therewith, shall be awarded to any person if at the time of such
Award, such person owns Stock possessing more than ten percent
(10%) of the total combined voting power of all classes of
capital stock of the Corporation or its affiliates, unless at the
time such Option or SAR is awarded the Stock purchase price under
such Option is at least one hundred and ten percent (110%) of the
fair market value of the Stock subject to such Option and the
Option (and any SAR connected therewith) by its terms is not
exercisable after the expiration of five (5) years from the date
it is awarded.
From time to time, the Committee may rescind, revise and add to
any of such terms, conditions and provisions as may be necessary
or appropriate to have Awards be or remain qualified and in
compliance with all applicable laws, rules and regulations, and
may delete, omit or waive any of such terms, conditions or
provisions that are no longer required by reason of changes in
applicable laws, rules or regulations.
15. Continued Employment. Nothing in the Plan or any Award
shall confer upon any Recipient or other persons any right to
continue in the employment of, or maintain any particular
relationship with the Corporation or its affiliates, or limit or
affect any rights, powers or privileges that the Corporation or
its affiliates may have to supervise, discipline and terminate
such Recipient or other persons, and the employment and other
relationships thereof. However, the Committee may require as a
condition of making and/or exercising any Award that its
Recipient agree to, and in fact provide services, either as an
employee or in another capacity, to or for the Corporation or any
Subsidiary for such time period following the date the Award is
made and/or exercised as the Committee may prescribe. The
immediately preceding sentence shall not apply to any Qualified
Option to the extent such application would result in
disqualification of said Option as an incentive stock option
under Sections 421 and 422A of the Code.
16. General Restrictions. Each Award shall be subject to
the requirement and provision that if at any time the Committee
determines it necessary or desirable as a condition of or in
consideration of making such Award, or the purchase or issuance
or Stock thereunder, (a) the listing, registration or
qualification of the Stock subject to the Award, or the Award
itself, upon any securities exchange or under any federal or
state securities or other laws, (b) the approval of any
governmental authority, or (c) an agreement by the Recipient with
respect to disposition of any Stock (including without limitation
that at the time of the Recipient's exercise of the Award, any
Stock thereby acquired is being and will be acquired solely for
investment purposes and without any intention to sell or
distribute such Stock), then such Award shall not be consummated
in whole or in part unless such listing, registration,
qualification, approval or agreement shall have been
8
<PAGE>
appropriately effected or obtained to the satisfaction of the
Committee and legal counsel for the Corporation.
17. Rights. Except as otherwise provided in the Plan, the
Recipient of any Award shall have no rights as a holder of the
Stock subject thereto unless and until one or more certificates
for the shares of such Stock are issued and delivered to the
Recipient. No adjustments shall be made for dividends, either
ordinary or extraordinary, or any other distributions with
respect to Stock, whether made in cash, securities or other
property, or any rights with respect thereto, for which the
record date is prior to the date that any certificates for Stock
subject to an Award are issued to the Recipient pursuant to his
or her exercise thereof. No Award, or the grant thereof, shall
limit or effect the right or power of the Corporation or its
affiliates to adjust, reclassify, recapitalize, reorganize or
otherwise change its or their capital or business structure, or
to merge, consolidate, dissolve, liquidate or sell any or all of
its or their business, property or assets.
18. Adjustments. Except as otherwise provided in the Plan,
no Recipient of any Award thereby shall have any rights, powers
or privileges, or be entitled to any adjustments of or with
respect to his or her Award, by reason of any stock split,
dividend, distribution or division, recapitalization, merger,
consolidation, reorganization, liquidation, dissolution,
issuance, sale or exchange of shares of Stock or any other
capital stock, or rights thereto, or increase or decrease in the
authorized number of shares of Stock or such other capital stock,
sale, transfer or other disposition of any or all assets of any
kind, or any other similar action or transaction by, of or with
respect to the Corporation or its affiliates.
In the event of a change in the Stock as presently
constituted, which change is limited to a change of all of the
authorized shares thereof into the same number of shares with a
different or no par value, the shares resulting from such change
shall be deemed to be Stock within the meaning of the Plan
without further action.
The aggregate number of shares of Stock available for
Awards, the shares of Stock subject to any and all outstanding
Awards, and the option purchase price per share of Stock
thereunder all shall be adjusted proportionately on account of
any increase or decrease in the number of issued shares of Stock
after the effective date of the Plan resulting from (a) a split,
division or consolidation of, or any other capital adjustment
with respect to shares of Stock, (b) the payment of any Stock
dividend with respect to shares of Stock, or (c) any other
increase or decrease in shares of Stock effected without the
receipt of consideration by the Corporation.
In the event the Corporation is the surviving corporation of
any merger, consolidation or other reorganization, and all
outstanding Awards shall apply and relate to the securities to
which a holder of Stock is entitled after such merger,
consolidation or other reorganization. Upon any liquidation or
dissolution of the Corporation, or any merger, consolidation or
other reorganization of which the Corporation is not the
surviving corporation, any and all outstanding Awards shall
terminate upon consummation of such merger, consolidation or
other reorganization, but prior to
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<PAGE>
such consummation shall be exercisable to the extent that the
same otherwise are exercisable under the Plan.
19. Forfeiture. Notwithstanding anything to the contrary
in this Plan, if the Committee finds after full consideration of
the facts presented on behalf of the Corporation and the involved
Recipient, that he or she has been engaged in fraud,
embezzlement, theft, commission of a felony, or dishonesty in the
course of his or her employment by the Corporation or any
Subsidiary that has damaged it, or that the Recipient has
disclosed trade secrets of the Corporation or its affiliates, the
Recipient shall forfeit all unexercised Awards, and all exercised
Awards under which the Corporation yet has not delivered the
payment, or the certificates representing shares of Stock, as the
case may be. The decision of the Committee as to the cause of
the Recipient's discharge from employment with the Corporation or
any Subsidiary and the damage thereby suffered shall be final for
purposes of the Plan, but shall not affect the finality of the
Recipient's discharge by the Corporation or Subsidiary for any
other purposes. The preceding provisions of this paragraph shall
not apply to any Qualified Option to the extent such application
would result in disqualification of said Option as an incentive
stock option under Sections 421 and 422A of the Code.
20. Indemnification. In and with respect to the
administration of the Plan, the Corporation shall indemnify each
present and future member of the Committee and/or of the Board,
who shall be entitled without further action on his or her part
to indemnity from the Corporation for all damages, losses,
judgments, settlement amounts, punitive damages, excise taxes,
fines, penalties, costs and expenses (including without
limitation attorneys' fees and disbursements) incurred by such
member in connection with any threatened, pending or completed
action, suit or other proceedings of any nature, whether civil,
administrative, investigative or criminal, whether formal or
informal, and whether by or in the right or name of the
Corporation, any class of its security holders, or otherwise, in
which such member may be or have been involved, as a party or
otherwise, by reason of his or her being or having been a member
of the Committee and/or of the Board, whether or not he or she
continues to be such a member. The provisions, protection and
benefits of this paragraph shall apply and exist to the fullest
extent permitted by applicable law to and for the benefit of all
present and future members of the Committee and/or of the Board,
and their respective heirs, personal and legal representatives,
successors and assigns, in addition to all other rights that they
may have as a matter of law, by contract, or otherwise, except
(a) as may not be allowed by applicable law, (b) to the extent
there is entitlement to insurance proceeds under insurance
coverage provided by the Corporation on account of the same
matter or proceeding for which indemnification hereunder is
claimed, or (c) to the extent there is entitlement to
indemnification from the Corporation, other than under this
paragraph, on account of the same matter or proceeding for which
indemnification hereunder is claimed.
21. Miscellaneous. Any reference contained in this Plan to
a particular section or provision of law, rule or regulation,
including but not limited to the Internal Revenue Code of 1986,
as amended and the Securities Exchange Act of 1934, shall include
any subsequently enacted or promulgated section or provision of
law, rule or regulation, as the case may be, of similar import.
Where used in this Plan: the plural shall include the singular,
and unless the context otherwise
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<PAGE>
clearly requires, the singular shall include the plural; and, the
term "affiliates" shall mean each and every Subsidiary and any
parent of the Corporation. The captions of the numbered
paragraphs contained in this Plan are for convenience only, and
shall not limit or affect the meaning, interpretation or
construction of any of the provisions of the Plan.
-------------------------------
END
-------------------------------
EXHIBIT 4.4
UNION NATIONAL FINANCIAL CORPORATION
1997 EMPLOYEE STOCK PURCHASE PLAN
<PAGE>
UNION NATIONAL FINANCIAL CORPORATION
1997 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose of the Plan. The purpose of this Employee Stock
Purchase Plan (the "Plan") is to advance the interests of Union
National Financial Corporation, and its subsidiary and its
shareholders by encouraging its employees and the employees of
its subsidiary to acquire a stake in its future by purchasing
shares of its common stock. It is intended that the Plan shall
be an employee stock purchase plan within the meaning of Section
423 of the Internal Revenue Code of 1986, as amended.
2. Definitions. For purposes of the Plan, the following words
or phrases have the meanings assigned to them below:
(a) Board: means the Board of Directors of the
Corporation.
(b) Code: means the Internal Revenue Code of 1986, as
amended.
(c) Committee: means the Committee designated by the
Board to administer the Plan, which Committee shall at all times
consist of two or more directors who are disinterested (within
the meaning of SEC Rule 16b-3(c)(2)(i) or any successor
regulation) with respect to the Plan.
(d) Corporation: means Union National Financial
Corporation.
(e) Date of Grant: means, in respect of any option
granted under the Plan, the date on which that option is granted
by the Committee.
(f) Date of Exercise: means, in respect of any option
granted under the Plan, the date specified by the Committee in
its rules and regulations governing the exercise of options
granted under the Plan.
(g) NASDAQ: means the National Association of
Securities Dealers, Inc. Automated Quotation System.
(h) Parent: means any corporation (other than the
Company) in an unbroken chain of corporations ending with the
Company if, at the time of the grant of an option, each of the
corporations other than the Company owns stock possessing 50
percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.
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(i) Plan: means Union National Financial Corporation
1997 Employee Stock Purchase Plan.
(j) Stock: means the $.25 par value common stock of
the Corporation.
(k) Subsidiary: means any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with
the Corporation if, at the time of the grant of an option under
the Plan, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50
percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.
(l) Total Compensation: means the total remuneration
paid to an employee by the Corporation and its Subsidiary during
any calendar year, as reported on the employee's federal income
tax withholding statement(s) on Form W-2 ( or any successor form)
in respect of that calendar year.
3. Administration of the Plan.
(a) Committee Members. The Plan shall be administered
by the Committee which, except as otherwise determined by the
Board, shall be composed of each of those members of the
Compensation Committee of the Board who has not been eligible to
participate in the Plan for a period of at least one year prior
to his election to the Committee, who is not eligible to
participate in the Plan during the period he is serving on the
Committee, and who is disinterested (within the meaning of SEC
Rule 16b-3(c)(2)(i) or an successor regulation) with respect to
the Plan.
(b) Committee Authority. The Committee shall be vested
with full authority to grant options under the Plan, to adopt,
amend and rescind such rules, regulations and procedures as it
deems necessary or desirable to administer the Plan, to interpret
the provisions of the Plan, and to make all other determinations
necessary in connection with the administration of the Plan. Any
determination, decision or action of the Committee in connection
with the construction, interpretation, administration or
application of the Plan shall be final, conclusive and binding.
No member of the Committee or of the Board shall be liable for
any determination, decision or action made in good faith with
respect to the Plan or any option granted under the Plan.
4. Stock Subject to the Plan. The maximum number of shares of
Stock that may be issued pursuant to options granted under the
Plan shall be 100,000 shares of stock, subject to adjustment as
provided in Section 10 of the Plan. Such shares may be treasury
or authorized, but unissued, shares of Stock. Shares issuable
pursuant to an option which, by reason of the
2
<PAGE>
expiration, cancellation or other termination of such option
prior to issuance, are not issued shall again be available for
issuance pursuant to the award of options under the Plan.
5. Eligibility. Options may be granted under the Plan only to
employees of the Corporation and to employees of a Subsidiary who
are not subject to the provisions of Section 16 of the Securities
Exchange Act of 1934, as amended, or who otherwise do not perform
policy - making functions for the Corporation or for its
Subsidiary. Employees of the Corporation and employees of a
Subsidiary who were employed by the Corporation or by a
Subsidiary on December 31 of the year immediately preceding the
year in which options are granted shall be eligible to receive
options under the Plan, except that the Committee may elect to
exclude those employees: (a) who customarily work twenty (20)
hours or less per week; (b) who have been employed less than two
(2) years; and (c) who customarily work for not more than five
(5) months in a calendar year.
6. Allocation of Optioned Stock.
(a) General Rule: When options are granted under the
Plan, options shall be granted to each eligible employee, and all
eligible employees shall have the same rights and privileges,
except that the number of shares subject to each option may bear
a uniform relationship to the Total Compensation, or the basic or
regular rate of compensation, of all eligible employees, and the
Committee may limit the maximum number of shares that may be
purchased pursuant to each option, provided that such limitation
is uniform for all eligible employees.
(b) Certain Limitations: All options granted under the
Plan shall be subject to the following additional limitations:
(i) Five Percent Limitation: No option shall be
granted to any employee who, immediately after the grant, would
own stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the
Corporation, its Parent (if any) or any Subsidiary. In computing
the stock ownership of an employee for purposes of this
limitation, the rules of Section 424(d) of the Code shall apply,
and stock which an employee may purchase pursuant to options
granted by the Corporation (whether under the Plan or otherwise)
shall be treated as stock owned by the employee.
(ii) $25,000 Limitation: No option shall be
granted to any employee which, at the Date of Grant, would permit
his rights to purchase Stock under the Plan and all other
employee stock purchase plans of the Company, its Parent (if any)
and any Subsidiary to accrue at a
3
<PAGE>
rate exceeding $25,000 of fair market value for each calendar
year in which such option is outstanding at any time.
7. Option Price.
(a) General Rule: The option price per share of the
Stock that may be purchased pursuant to each option shall be
determined by the Committee, subject to approval by the Board,
but shall not in any event be less than the lessor of: (i)
eighty-five percent (85%) of the fair market value per share of
the Stock on the Date of Grant, or (ii) eighty-five percent (85%)
of the fair market value per share of the Stock on the Date of
Exercise, subject in either case to adjustment as set forth in
Section 10 below.
(b) Fair Market Value: For purposes of the Plan, the
fair market value of the Stock shall be determined as follows:
(i) Exchange Traded: In the event that the Stock
is listed on an established stock exchange, the fair market value
shall be deemed to be the closing price of the Stock on such
exchange on the applicable date or, if no trade occurred on that
day, on the next preceding day on which a trade occurred.
(ii) NASDAQ Listed: In the event that the Stock is
not listed on an established stock exchange, but is then quoted
on NASDAQ, the fair market value per share shall be the average
of the average of the closing bid and asked quotations of the
Stock for the five (5) trading days immediately preceding the
applicable date, except that if no closing bid or asked quotation
is available on one or more of such trading days, fair market
value shall be determined by reference to the five (5) trading
days immediately preceding the applicable date on which closing
bid and asked quotations are available.
(iii) OTC Traded: In the event that the Stock is
not listed on an established stock exchange and is not quoted on
NASDAQ, the fair market value per share shall be the average of
the average of the closing bid and asked quotations of the Stock
for the five (5) trading days immediately preceding the
applicable date as reported by two (2) brokerage firms to be
selected by the Committee which are then making a market in the
Stock, except that if no closing bid or asked quotation is
available on one or more of such trading days, fair market value
shall be determined by reference to the five (5) trading days
immediately preceding the applicable date on which closing bid
and asked quotations are available.
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<PAGE>
(iv) Other: In the event that the Stock is not
listed on an established stock exchange, is not quoted on NASDAQ
and no closing bid and asked quotations are available, then fair
market value per share shall be determined in good faith by the
Committee.
8. Terms and Conditions of Options.
(a) Written Stock Option Agreement: Each option shall
be evidenced by a written stock option agreement specifying the
maximum number of shares of Stock that may be purchased pursuant
to the option, the option term, and other such terms and
conditions established by the Committee as are consistent with
the terms of the Plan.
(b) Term of Options: Each option granted under the
Plan shall expire on the date determined by the Committee;
provided, however, that each option shall terminate not later
than the date which is five years from the Date of Grant, and
provided further, that options exercised more than twenty-seven
(27) months after the Date of Grant must be exercised at an
option price per share which is not less than eighty-five percent
(85%) of the fair market value per share on the Date of Exercise.
(c) Other Terms and Conditions: The Committee may from
time to time establish such further terms, conditions and
limitations on the exercise of options granted under the Plan as
it may, in its sole discretion, deem appropriate, and which are
not inconsistent with Section 423 of the Code, including, without
limitation, payroll deduction requirements, restrictions on
exercise dates, and restrictions on transfer of the Stock
purchased pursuant to the options granted under the Plan.
(d) Termination of Employment: An option granted
pursuant to the Plan may be exercised only while the holder
thereof is employed by the Company or a Subsidiary and, if not
fully exercised prior to termination of employment, will expire
on the date of termination.
(e) Limitation on Transfer of Options: During the
lifetime of an optionee, an option granted pursuant to the Plan
shall be exercisable only by the optionee and shall not be
assignable or transferable by him other than by will or the laws
of descent and distribution.
9. Exercise of Options. Each person who elects to exercise an
option granted pursuant to this Plan shall comply with such
rules, regulations and procedures (including, without limitation,
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<PAGE>
payroll deduction requirements) regarding the exercise of options
as the Committee shall from time to time establish.
10. Rights. Except as otherwise provided in the Plan, an
employee who is granted an option shall have no rights as a
holder of the stock subject thereto unless and until one or more
certificates for the shares of such stock are issued and
delivered to the employee. No adjustments shall be made for
dividends, either ordinary or extraordinary, or any other
distributions with respect to stock, whether made in cash,
securities or other property, or any rights with respect thereto,
for which the record date is prior to the date that any
certificates for stock subject to an option are issued to the
employee pursuant to his or her exercise thereof. No option, or
the grant thereof, shall limit or affect the right or power of
the Corporation or its affiliates to adjust, reclassify,
recapitalize, reorganize or otherwise change its or their capital
or business structure, or to merge, consolidate, dissolve,
liquidate or sell any or all of its or their business, property
or assets.
11. Adjustments
(a) Recapitalization: In the event of any change in
the number of issued and outstanding shares of Stock which
results from a stock split, reverse stock split, payment of a
stock dividend or any other change in the capital structure of
the Corporation, the Committee shall proportionately adjust the
maximum number of shares subject to each outstanding option, and
(where appropriate) the purchase price per share thereof (but not
the total option price), so that upon exercise or realization of
such option, the employee shall receive the same number of shares
he or she would have received had he or she been the holder of
all shares subject to his or her outstanding option and
immediately before the effective date of such change in the
number of issued and outstanding shares of Stock. Such
adjustments shall not, however, result in the issuance of
fractional shares. Any adjustment under this paragraph 11 shall
be made by the Committee, subject to approval by the Board. No
adjustments shall be made that would cause an option to fail to
continue to qualify as an incentive stock option within the
meaning of Section 423 of the Code.
(b) Merger: In the event the Corporation is a party to
any merger, consolidation or other reorganization, any and all
outstanding options shall apply and relate to the securities to
which a holder of stock is entitled after such merger,
consolidation or other reorganization. Upon any liquidation or
dissolution of the Corporation, any and all outstanding options
shall terminate upon consummation of such liquidation or
dissolution, but prior to such consummation shall be exercisable
to the extent that the same otherwise are exercisable under the
Plan.
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<PAGE>
12. Registration of Stock. No option granted pursuant to the
Plan shall be exercisable in whole or in part if at any time the
Committee shall determine in its discretion that the listing,
registration or qualification of the shares of Stock subject to
such option on any securities exchange or under any applicable
law, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in
connection with, the granting of such option or the issuance of
shares thereunder, unless such listing, registration,
qualification, consent or approval may be effected or obtained on
conditions acceptable to the Committee. Without limiting the
foregoing, the shares of Stock to be issued under the Plan shall
be registered as soon as practicable under the Securities Act of
1933, as amended, by the Company by filing an appropriate
registration statement. No option shall be exercisable, no Stock
shall be issued, and no certificates for shares of Stock shall be
delivered until such registration statement is effective.
13. Special Rules Applicable to Reporting Persons. The
following restrictions and limitations shall be applicable to any
eligible employee who is subject to Section 16 of the Securities
Exchange Act of 1934, as amended (a "Reporting Person") at the
time of any proposed disposition of Stock acquired pursuant to
the exercise of an option granted under the Plan:
(a) Six Month Holding Period: A Reporting Person shall
not sell, transfer or otherwise dispose of any shares of Stock
acquired pursuant to the exercise of an option granted under the
Plan unless at least six (6) months have elapsed from the Date of
Grant.
(b) Cessation of Participation: In the event that a
Reporting Person elects to terminate his participation in the
Plan, such Reporting Person may not again participate in the Plan
until at least six (6) months have elapsed from the date of such
termination.
14. Amendment or Termination of the Plan.
(a) Amendment and Termination: The Board may at any
time amend, modify, suspend or terminate the Plan; provided that,
except as provided in Section 10 above, the Board may not,
without the consent of the shareholders of the Company, make any
amendment or modification which: (i) increases the maximum
number of securities that may be granted to Reporting Persons
under the Plan; (ii) materially modifies the eligibility
requirements for Reporting Persons; or (iii) increases materially
the benefits accruing to Reporting Persons under the Plan, or
(iv) otherwise requires the approval of the shareholders of the
Company in order to maintain the exemption available under Rule
16b-3 (or any similar rule) under the Securities Exchange Act of
1934.
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(b) Compliance with Section 423 of the Code:
Notwithstanding the provisions of Section 12(a) above, the Board
reserves the right to amend or modify the terms and provisions of
the Plan, and of any outstanding options granted under the Plan,
to the extent necessary to qualify the options granted under the
Plan for such favorable federal income tax treatment (including
deferral of taxation upon exercise) as may be afforded options
granted under an employee stock purchase plan within the meaning
of Section 423 of the Code, the regulations promulgated
thereunder, and any amendments or replacements thereof.
(c) 10 Year Term of Plan: Unless previously terminated
by the Board, the Plan shall terminate on, and no options shall
be granted after, the tenth anniversary of the effective date of
the Plan, as set forth in Section 15, below.
15. General Provisions.
(a) Effect on Employment. The grant of an option under
the Plan shall not be construed as giving the holder thereof the
right to be retained in the employ of the Corporation or any
Subsidiary. Neither the adoption of the Plan, its operation, nor
any documents describing or referring to the Plan, including,
without limitation, any stock option agreement, shall in any way
affect any right and power of the Corporation or any Subsidiary
to terminate the employment of any person at any time with or
without assigning a reason therefor.
(b) Indemnification. With respect to liabilities
arising under or relating to the Plan, the Corporation shall
indemnify each member of the Committee and each other officer or
employee of the Company to whom any duty or power relating to the
plan may be allocated or delegated, to the fullest extent
permitted under the laws of the Commonwealth of Pennsylvania and
the Bylaws of the Corporation.
(c) Governing Law. All questions pertaining to
construction, validity and effect of the provisions of the Plan
and the rights of all persons hereunder shall be governed by the
laws of the Commonwealth of Pennsylvania.
(d) Rules of Construction. Headings are given to the
sections of the Plan solely as a convenience to facilitate
reference. The reference to any statute, regulation, or other
provisions of law shall be construed to refer to any amendment to
or successor of such provisions of law. All words herein shall
be construed to be of such number and gender as the context
requires.
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16. Effective Date. The Plan shall become effective on February
1, 1997, the date on which it was adopted by the Board, provided
that the Plan is approved by the shareholders of the Company at
the Annual Meeting on April 22, 1997. The Committee may issue
options pursuant to the Plan prior to its approval by the
shareholders of the Company, provided that all such options are
contingent upon shareholder approval of the Plan.
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E N D
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EXHIBIT 4.5
UNION NATIONAL FINANCIAL CORPORATION
1997 STOCK INCENTIVE PLAN
<PAGE>
UNION NATIONAL FINANCIAL CORPORATION
1997 STOCK INCENTIVE PLAN
1. Purpose. The purpose of this Stock Incentive Plan (the
"Plan") is to advance the development, growth and financial
condition of Union National Financial Corporation (the
"Corporation") and each subsidiary thereof as defined in Section
424 of the Internal Revenue Code of 1986, as amended (the
"Code"), by providing incentives through participation in the
appreciation of capital stock of the Corporation so as to secure,
retain and motivate personnel who may be responsible for the
operation and management of the affairs of the Corporation and
any such subsidiary now or hereafter existing ("Subsidiary").
2. Term. The Plan shall become effective as of the date it is
adopted by the Corporation's Board of Directors (the "Board"), so
long as the Corporation's stockholders duly approve the Plan
within twelve (12) months either before or after the date of the
Board's adoption of the Plan. Any and all options and rights
awarded under the Plan ("Awards") before it is so approved by the
Corporation's stockholders shall be conditional upon and may not
be exercised before timely obtainment of such approval, and shall
lapse upon the failure thereof. If the Plan is so approved, it
shall continue in effect until all Awards either have lapsed or
been exercised, satisfied or cancelled according to their terms
under the Plan.
3. Stock. The shares of stock that may be issued under the Plan
shall not exceed in the aggregate 120,000 shares of the
Corporation's common stock, par value $0.25 per share (the
"Stock"), as may be adjusted pursuant to paragraph 18 hereof.
Such shares of Stock may be either authorized and unissued shares
of Stock, or authorized shares of Stock issued by the Corporation
and subsequently reacquired by it as treasury stock. Under no
circumstances shall any fractional shares of Stock be issued or
sold under the Plan or any Award. Except as may be otherwise
provided in the Plan, any Stock subject to an Award that for any
reason lapses or terminates prior to its exercise as to such
Stock shall become and again be available under the Plan. The
Corporation shall reserve and keep available, and shall duly
apply for any requisite governmental authority to issue or sell
the number of shares of Stock needed to satisfy the requirements
of the Plan while in effect. The Corporation's failure to obtain
any such governmental authority deemed necessary by the
Corporation's legal counsel for the lawful issuance and sale of
Stock under the Plan shall relieve the Corporation of any duty,
or liability for the failure to issue or sell such Stock as to
which such authority has not been obtained.
4. Administration. The Plan shall be administered by a
committee (the "Committee") consisting exclusively of two (2) or
more non-employee directors from the Board serving for such terms
as determined, selected and appointed by the Board. The Board
shall fill all vacancies occurring in the Committee's membership,
and at any time and for any reason may
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add additional members to the Committee or may remove members
from the Committee and appoint their successors. Except as
otherwise permitted under Section 16(b) of the Securities
Exchange Act of 1934, as amended, and applicable rules and
regulations thereto, a member of the Committee must be a director
of the Corporation and during the year prior to commencing
service on the Committee, and while a member of the Committee,
was not granted or awarded any Awards, allocations or other
options or rights of or with respect to Stock or any other equity
securities of the Corporation or its affiliates pursuant to the
Plan or any other plan of the Corporation or its affiliates which
provides for grants or awards. A majority of the Committee's
membership shall constitute a quorum for the transaction of all
business of the Committee, and all decisions and actions taken by
the Committee shall be determined by a majority of the members of
the Committee attending a meeting at which a quorum of the
Committee is present.
The Committee shall be responsible for the management and
operation of the Plan and, subject to its provisions, shall have
full, absolute and final power and authority, exercisable in its
sole discretion: to interpret and construe the provisions of the
Plan, adopt, revise and rescind rules and regulations relating to
the Plan and its administration, and decide all questions of fact
arising in the application thereof; to determine what, to whom,
when and under what facts and circumstances Awards shall be made,
and the form, number, terms, conditions and duration thereof,
including but not limited to when exercisable, the number of
shares of Stock subject thereto, and Stock option purchase
prices; to adopt, revise and rescind procedural rules for the
transaction of the Committee's business, subject to any
directives of the Board not inconsistent with the provisions or
intent of the Plan or applicable provisions of law; and to make
all other determinations and decisions, take all actions and do
all things necessary or appropriate in and for the administration
of the Plan. The Committee's determinations, decisions and
actions under the Plan, including but not limited to those
described above, need not be uniform or consistent, but may be
different and selectively made and applied, even in similar
circumstances and among similarly situated persons. Unless
contrary to the provisions of the Plan, all decisions,
determinations and actions made or taken by the Committee shall
be final and binding upon the Corporation and all interested
persons, and their heirs, personal and legal representatives,
successors, assigns and beneficiaries. No member of the
Committee or of the Board shall be liable for any decision,
determination or action made or taken in good faith by such
person under or with respect to the Plan or its administration.
5. Awards. Awards may be made under the Plan in the form of:
(a) "Qualified Options" to purchase Stock that are intended to
qualify for certain tax treatment as incentive stock options
under Sections 421 and 422 of the Code, (b) "Non-Qualified
Options" to purchase Stock that are not intended to qualify under
Sections 421-424 of the Code, (c) Stock appreciation rights
("SARs"), or (d) "Restricted Stock". More than one Award may be
granted to an eligible person, and the grant of any Award shall
not prohibit the grant of any other Award, either to the same
person or otherwise, or impose any obligation upon the person to
whom granted to exercise the Award. All Awards and the terms and
conditions
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thereof shall be set forth in written agreements, in such form
and content as approved by the Committee from time to time, and
shall be subject to the provisions of the Plan whether or not
contained in such agreements. Multiple Awards for a particular
person may be set forth in a single written agreement or in
multiple agreements, as determined by the Committee, but in all
cases each agreement for one or more Awards shall identify each
of the Awards thereby represented as a Qualified Option,
Non-Qualified Option, SAR, or Restricted Stock, as the case may
be. Every Award made to a person (a "Recipient") shall be
exercisable during his or her lifetime only by the Recipient, and
shall not be salable, transferable or assignable by the Recipient
except by his or her Will or pursuant to applicable laws of
descent and distribution.
6. Eligibility. Persons eligible to receive Awards shall be
those key officers and other management employees of the
Corporation and each Subsidiary as determined by the Committee.
In no case, however, shall any current member of the Committee be
eligible to receive any Awards. A person's eligibility to
receive Awards shall not confer upon him or her any right to
receive any Awards; rather, the Committee shall have the sole
authority, exercisable in its discretion consistent with the
provisions of the Plan, to select when, to whom and under what
facts and circumstances Awards will be made. Except as otherwise
provided, a person's eligibility to receive, or actual receipt of
Awards under the Plan shall not limit or affect his or her
benefits under or eligibility to participate in any other
incentive or benefit plan or program of the Corporation or its
affiliates.
7. Qualified Options. In addition to other applicable
provisions of the Plan, all Qualified Options and Awards thereof
shall be under and subject to the following terms and conditions:
(a) No Qualified Option shall be awarded more than ten
(10) years after the date the Plan is adopted by the Board or the
date the Plan is approved by the Corporation's stockholders,
whichever date is earlier;
(b) The time period during which any Qualified Option
is exercisable, as determined by the Committee, shall not
commence before the expiration of six (6) months or continue
beyond the expiration of ten (10) years after the date such
Option is awarded;
(c) If the Recipient of a Qualified Option ceases to be
employed by the Corporation or any Subsidiary for any reason
other than his or her death, the Committee may permit the
Recipient thereafter to exercise such Option during its remaining
term for a period of not more than three (3) months after such
cessation of employment to the extent that the Option was then
and remains exercisable, unless such employment cessation was due
to the Recipient's disability as defined in Section 422(e)(3) of
the Code, in which case such three (3) month period shall be
twelve (12) months; if the Recipient dies while employed by the
Corporation or a Subsidiary, the Committee may permit the
Recipient's qualified personal representatives, or any persons
who acquire the Qualified Option pursuant to his or her Will
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or laws of descent and distribution, thereafter to exercise such
Option during its remaining term for a period of not more than
twelve (12) months after the Recipient's death to the extent that
the Option was then and remains exercisable; the Committee may
impose terms and conditions upon and for said exercise of such
Qualified Option after such cessation of the Recipient's
employment or his or her death;
(d) The purchase price of a share of Stock subject to
any Qualified Option, as determined by the Committee, shall not
be less than the Stock's fair market value at the time such
Option is awarded, as determined under paragraph 13 hereof, or
less than the Stock's par value.
8. Non-Qualified Options. In addition to other applicable
provisions of the Plan, all Non-Qualified Options and Awards
thereof shall be under and subject to the following terms and
conditions:
(a) The time period during which any Non-Qualified
Option is exercisable, as determined by the Committee, shall not
commence before the expiration of six (6) months or continue
beyond the expiration of ten (10) years after the date such
Option is awarded;
(b) If a Recipient of a Non-Qualified Option, before
its lapse or full exercise, ceases to be eligible under the Plan,
the Committee may permit the Recipient thereafter to exercise
such Option during its remaining term, to the extent that the
Option was then and remains exercisable, for such time period and
under such terms and conditions as may be prescribed by the
Committee;
(c) The purchase price of a share of Stock subject to
any Non-Qualified Option, as determined by the Committee, shall
not be less than the Stock's fair market value at the time such
Option is awarded, as determined under paragraph 13 hereof.
9. Stock Appreciation Rights. In addition to other applicable
provisions of the Plan, all SARs and Awards thereof shall be
under and subject to the following terms and conditions:
(a) SARs may be granted either alone, or in connection
with another previously or contemporaneously granted Award (other
than another SAR) so as to operate in tandem therewith by having
the exercise of one affect the right to exercise the other, as
and when the Committee may determine; however, no SAR shall be
awarded in connection with a Qualified Option more than ten (10)
years after the date the Plan is adopted by the Board or the date
the Plan is approved by the Corporation's stockholders, whichever
date is earlier;
(b) Each SAR shall entitle its Recipient to receive
upon exercise of the SAR all or a portion of the excess of (i)
the fair market value at the time of such exercise of a specified
number of shares of Stock as determined by the Committee, over
(ii) a specified price as determined by the Committee of such
number of shares of Stock that, on a per share basis, is not less
than the Stock's fair market value at the time the SAR is
awarded;
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(c) Upon exercise of any SAR, the Recipient shall be
paid either in cash or in Stock, or in any combination thereof,
as the Committee shall determine; if such payment is to be made
in Stock, the number of shares thereof to be issued pursuant to
the exercise shall be determined by dividing the amount payable
upon exercise by the Stock's fair market value at the time of
exercise;
(d) The time period during which any SAR is
exercisable, as determined by the Committee, shall not commence
before the expiration of six (6) months or continue beyond the
expiration of ten (10) years after the date such SAR is awarded;
however, no SAR connected with another Award shall be exercisable
beyond the last date that such other connected Award may be
exercised;
(e) If a Recipient of a SAR, before its lapse or full
exercise, ceases to be eligible under the Plan, the Committee may
permit the Recipient thereafter to exercise such SAR during its
remaining term, to the extent that the SAR was then and remains
exercisable, for such time period and under such terms and
conditions as may be prescribed by the Committee;
(f) No SAR shall be awarded in connection with any
Qualified Option unless the SAR (i) lapses no later than the
expiration date of such connected Option, (ii) is for not more
than the difference between the Stock purchase price under such
connected Option and the Stock's fair market value at the time
the SAR is exercised, (iii) is transferable only when and as such
connected Option is transferable and under the same conditions,
(iv) may be exercised only when such connected Option may be
exercised, and (v) may be exercised only when the Stock's fair
market value exceeds the Stock purchase price under such
connected Option.
10. Restricted Stock. In addition to other applicable
provisions of the Plan, all Restricted Stock and Awards thereof
shall be under and subject to the following terms and conditions:
(a) Restricted Stock shall consist of shares of Stock
that may be acquired by and issued to a Recipient at such time,
for such or no purchase price, and under and subject to such
transfer, forfeiture and other restrictions, conditions or terms
as shall be determined by the Committee, including but not
limited to prohibitions against transfer, substantial risks of
forfeiture within the meaning of Section 83 of the Code, and
attainment of performance or other goals, objectives or
standards, all for or applicable to such time periods as
determined by the Committee;
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(b) Except as otherwise provided in the Plan or the
Restricted Stock Award, a Recipient of shares of Restricted Stock
shall have all the rights as does a holder of Stock, including
without limitation the right to vote such shares and receive
dividends with respect thereto; however, during the time period
of any restrictions, conditions or terms applicable to such
Restricted Stock, the shares thereof and the right to vote the
same and receive dividends thereon shall not be sold, assigned,
transferred, exchanged, pledged, hypothecated, encumbered or
otherwise disposed of except as permitted by the Plan or the
Restricted Stock Award;
(c) Each certificate issued for shares of Restricted
Stock shall be deposited with the Secretary of the Corporation,
or the office thereof, and shall bear a legend in substantially
the following form and content:
This Certificate and the shares of Stock hereby
represented are subject to the provisions of the Corporation's
Stock Incentive Plan and a certain agreement entered into between
the owner and the Corporation pursuant to said Plan. The release
of this Certificate and the shares of Stock hereby represented
from such provisions shall occur only as provided by said Plan
and agreement, a copy of which are on file in the office of the
Secretary of the Corporation.
Upon the lapse or satisfaction of the restrictions,
conditions and terms applicable to such Restricted Stock, a
certificate for the shares of Stock free thereof without such
legend shall be issued to the Recipient;
(d) If a Recipient's employment with the Corporation or
a Subsidiary ceases for any reason prior to the lapse of the
restrictions, conditions or terms applicable to his or her
Restricted Stock, all of the Recipient's Restricted Stock still
subject to unexpired restrictions, conditions or terms shall be
forfeited absolutely by the Recipient to the Corporation without
payment or delivery of any consideration or other thing of value
by the Corporation or its affiliates, and thereupon and
thereafter neither the Recipient nor his or her heirs, personal
or legal representatives, successors, assigns, beneficiaries, or
any claimants under the Recipient's Last Will or laws of descent
and distribution, shall have any rights or claims to or interests
in the forfeited Restricted Stock or any certificates
representing shares thereof, or claims against the Corporation or
its affiliates with respect thereto.
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11. Exercise. Except as otherwise provided in the Plan, Awards
may be exercised in whole or in part by giving written notice
thereof to the Secretary of the Corporation, or his or her
designee, identifying the Award being exercised, the number of
shares of Stock with respect thereto, and other information
pertinent to exercise of the Award. The purchase price of the
shares of Stock with respect to which an Award is exercised shall
be paid with the written notice of exercise, either in cash or in
Stock at its then current fair market value, or in any
combination thereof, as the Committee shall determine; provided,
that if the Stock tendered as payment for a Qualified Option was
acquired through the exercise of a Qualified Option, the
Recipient must have held such Stock for a period not less than
the holding period described in Code Section 422(a)(1). Funds
received by the Corporation from the exercise of any Award shall
be used for its general corporate purposes.
The number of shares of Stock subject to an Award shall
be reduced by the number of shares of Stock with respect to which
the Recipient has exercised rights under the Award. If a SAR is
awarded in connection with another Award, the number of shares of
Stock that may be acquired by the Recipient under the other
connected Award shall be reduced by the number of shares of Stock
with respect to which the Recipient has exercised his or her SAR,
and the number of shares of Stock subject to the Recipient's SAR
shall be reduced by the number of shares of Stock acquired by the
Recipient pursuant to the other connected Award.
The Committee may permit an acceleration of previously
established exercise terms of any Awards or the lapse of
restrictions thereon as, when, under such facts and
circumstances, and subject to such other or further requirements
and conditions as the Committee may deem necessary or
appropriate. In addition: (a) if the Corporation or its
stockholders execute an agreement to dispose of all or
substantially all of the Corporation's assets or capital stock by
means of sale, merger, consolidation, reorganization, liquidation
or otherwise, as a result of which the Corporation's stockholders
as of immediately before such transaction will not own at least
fifty percent (50%) of the total combined voting power of all
classes of voting capital stock of the surviving entity (be it
the Corporation or otherwise) immediately after the consummation
of such transaction, thereupon any and all Awards immediately
shall become and remain exercisable with respect to the total
number of shares of Stock still subject thereto for the remainder
of their respective terms unless the transaction is not
consummated and the agreement expires or is terminated, in which
case thereafter all Awards shall be treated as if said agreement
never had been executed; (b) if there is an actual, attempted or
threatened change in the ownership of at least twenty-five
percent (25%) of all classes of voting capital stock of the
Corporation, as determined by the Committee in its sole
discretion, through the acquisition of, or an offer to acquire
such percentage of the Corporation's voting capital stock by any
person or entity, or persons or entities acting in concert or as
a group, and such acquisition or offer has not been duly approved
by the Board, thereupon any and all Awards immediately shall
become and remain exercisable with respect to the total number of
shares of Stock still subject thereto for the remainder of their
respective terms; or (c) if during any period of two (2)
consecutive years, the individuals who at the beginning of such
period constituted the Board, cease for any
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reason to constitute at least a majority of the Board, unless the
election of each director of the Board, who was not a director of
the Board at the beginning of such period, was approved by a vote
of at least two-thirds of the directors then still in office who
were directors at the beginning of such period, thereupon any and
all Awards immediately shall become and remain exercisable with
respect to the total amount of shares of Stock still subject
thereto for the remainder of their respective terms. If an event
described in (a), (b) or (c) occurs, the Committee shall
immediately notify the Recipients in writing of the occurrence of
such event and their rights under this paragraph 11.
12. Withholding. Whenever the Corporation is about to issue or
transfer Stock pursuant to any Award, the Corporation may require
the Recipient to remit to the Corporation an amount sufficient to
satisfy fully any federal, state and other jurisdictions' income
and other tax withholding requirements prior to the delivery of
any certificates for such shares of Stock. Whenever payments are
to be made in cash to any Recipient pursuant to his or her
exercise of an Award, such payments shall be made net after
deduction of all amounts sufficient to satisfy fully any federal,
state and other jurisdictions' income and other tax withholding
requirements.
13. Value. Where used in the Plan, the "fair market value" of
Stock or Options or rights with respect thereto, including
Awards, shall mean and be determined by: (a) in the event that
the Stock is listed on an established exchange, the closing price
of the Stock on the relevant date or, if no trade occurred on
that day, on the next preceding day on which a trade occurred,
(b) in the event that the Stock is not listed on an established
exchange, but is then quoted on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"), the
average of the average of the closing bid and asked quotations of
the Stock for the five (5) trading days immediately preceding the
relevant date, or (c) in the event that the Stock is not then
listed on an established exchange or quoted on NASDAQ, the
average of the average of the closing bid and asked quotations of
the Stock for five (5) trading days immediately preceding the
relevant date as reported by such brokerage firms which are then
making a market in the Stock. In the event that the Stock is not
listed on an established exchange, quoted on NASDAQ, and no
closing bid and asked quotations are available, fair market value
shall be determined in good faith by the Committee. In the case
of (b) or (c) above, in the event that no closing bid or asked
quotation is available on one or more of such trading days, fair
market value shall be determined by reference to the five (5)
trading days immediately preceding the relevant date on which
closing bid and asked quotations are available.
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14. Amendment. To the extent permitted by applicable law, the
Board may amend, suspend, or terminate the Plan at any time;
provided, however, that: (a) no amendment may be adopted that
permits an Award to be granted to any member of the Committee;
(b) with respect to qualified options, except as specified in
paragraph 18 hereof, no amendment may be adopted that will
increase the number of shares reserved for Awards under the Plan,
change the option price, or change the provisions required for
compliance with Section 422 of the Code and regulations issued
thereunder. The amendment or termination of this Plan shall not,
without the consent of the Recipients, alter or impair any rights
or obligations under any Award previously granted hereunder.
In addition and subject to the foregoing, the Committee
may prescribe other or additional terms, conditions and
provisions with respect to the grant or exercise of any or all
Awards as the Committee may determine necessary or appropriate
for such Awards and the Stock subject thereto to qualify under
and comply with all applicable laws, rules and regulations, and
changes therein, including but not limited to the provisions of
Sections 421 and 422 of the Code and Section 16 of the Securities
Exchange Act of 1934, as amended. Without limiting the
generality of the preceding sentence, each Qualified Option, and
any SAR awarded in connection therewith, shall be subject to such
other and additional terms, conditions and provisions as the
Committee may deem necessary or appropriate in order to qualify
such Option, or connected Option and SAR, as an incentive stock
option under Section 422 of the Code, including but not limited
to the following provisions:
(i) the aggregate fair market value, at the time such
Option is awarded, of the Stock subject thereto and of any Stock
or other capital stock with respect to which incentive stock
options qualifying under Sections 421 and 422 of the Code are
exercisable for the first time by the Recipient during any
calendar year under the Plan and any other plans of the
Corporation or its affiliates, shall not exceed $100,000.00; and
(ii) No Qualified Option, or any SAR in connection
therewith, shall be awarded to any person if at the time of such
Award, such person owns Stock possessing more than ten percent
(10%) of the total combined voting power of all classes of
capital stock of the Corporation or its affiliates, unless at the
time such Option or SAR is awarded the Stock purchase price under
such Option is at least one hundred and ten percent (110%) of the
fair market value of the Stock subject to such Option and the
Option (and any SAR connected therewith) by its terms is not
exercisable after the expiration of five (5) years from the date
it is awarded.
From time to time, the Committee may rescind, revise and
add to any of such terms, conditions and provisions as may be
necessary or appropriate to have any Awards be or remain
qualified and in compliance with all applicable laws, rules and
regulations, and may delete, omit or waive any of such terms,
conditions or provisions that are no longer required by reason of
changes in applicable laws, rules or regulations.
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15. Continued Employment. Nothing in the Plan or any Award
shall confer upon any Recipient or other persons any right to
continue in the employment of, or maintain any particular
relationship with the Corporation or its affiliates, or limit or
affect any rights, powers or privileges that the Corporation or
its affiliates may have to supervise, discipline and terminate
such Recipient or other persons, and the employment and other
relationships thereof. However, the Committee may require as a
condition of making and/or exercising any Award that its
Recipient agree to, and in fact provide services, either as an
employee or in another capacity, to or for the Corporation or any
Subsidiary for such time period following the date the Award is
made and/or exercised as the Committee may prescribe. The
immediately preceding sentence shall not apply to any Qualified
Option to the extent such application would result in
disqualification of said Option as an incentive stock option
under Sections 421 and 422 of the Code.
16. General Restrictions. Each Award shall be subject to the
requirement and provision that if at any time the Committee
determines it necessary or desirable as a condition of or in
consideration of making such Award, or the purchase or issuance
or Stock thereunder, (a) the listing, registration or
qualification of the Stock subject to the Award, or the Award
itself, upon any securities exchange or under any federal or
state securities or other laws, (b) the approval of any
governmental authority, or (c) an agreement by the Recipient with
respect to disposition of any Stock (including without limitation
that at the time of the Recipient's exercise of the Award, any
Stock thereby acquired is being and will be acquired solely for
investment purposes and without any intention to sell or
distribute such Stock), then such Award shall not be consummated
in whole or in part unless such listing, registration,
qualification, approval or agreement shall have been
appropriately effected or obtained to the satisfaction of the
Committee and legal counsel for the Corporation.
17. Rights. Except as otherwise provided in the Plan, the
Recipient of any Award shall have no rights as a holder of the
Stock subject thereto unless and until one or more certificates
for the shares of such Stock are issued and delivered to the
Recipient. No adjustments shall be made for dividends, either
ordinary or extraordinary, or any other distributions with
respect to Stock, whether made in cash, securities or other
property, or any rights with respect thereto, for which the
record date is prior to the date that any certificates for Stock
subject to an Award are issued to the Recipient pursuant to his
or her exercise thereof. No Award, or the grant thereof, shall
limit or affect the right or power of the Corporation or its
affiliates to adjust, reclassify, recapitalize, reorganize or
otherwise change its or their capital or business structure, or
to merge, consolidate, dissolve, liquidate or sell any or all of
its or their business, property or assets.
18. Adjustments. In the event of any change in the number of
issued and outstanding shares of Stock which results from a stock
split, reverse stock split, payment of a stock dividend or any
other change in the capital structure of the Corporation, the
Committee shall proportionately adjust the maximum number of
shares subject to each outstanding Award, and (where appropriate)
the purchase price per share thereof (but not the total purchase
price
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under the Award), so that upon exercise or realization of such
Award, the Recipient shall receive the same number of shares he
or she would have received had he or she been the holder of all
shares subject to his or her outstanding Award and immediately
before the effective date of such change in the number of issued
and outstanding shares of Stock. Such adjustments shall not,
however, result in the issuance of fractional shares. Any
adjustments under this paragraph 18 shall be made by the
Committee, subject to approval by the Board. No adjustments
shall be made that would cause a Qualified Option to fail to
continue to qualify as an incentive stock option within the
meaning of Section 422 of the Code.
In the event the Corporation is a party to any merger,
consolidation or other reorganization, any and all outstanding
Awards shall apply and relate to the securities to which a holder
of Stock is entitled after such merger, consolidation or other
reorganization. Upon any liquidation or dissolution of the
Corporation, any and all outstanding Awards shall terminate upon
consummation of such liquidation or dissolution, but prior to
such consummation shall be exercisable to the extent that the
same otherwise are exercisable under the Plan.
19. Forfeiture. Notwithstanding anything to the contrary in
this Plan, if the Committee finds after full consideration of the
facts presented on behalf of the Corporation and the involved
Recipient, that he or she has been engaged in fraud,
embezzlement, theft, commission of a felony, or dishonesty in the
course of his or her employment by the Corporation or any
Subsidiary that has damaged it, or that the Recipient has
disclosed trade secrets of the Corporation or its affiliates, the
Recipient shall forfeit all rights under and to all unexercised
Awards, and all exercised Awards under which the Corporation has
not yet delivered payment or certificates for shares of Stock (as
the case may be), all of which Awards and rights shall be
automatically canceled. The decision of the Committee as to the
cause of the Recipient's discharge from employment with the
Corporation or any Subsidiary and the damage thereby suffered
shall be final for purposes of the Plan, but shall not affect the
finality of the Recipient's discharge by the Corporation or
Subsidiary for any other purposes. The preceding provisions of
this paragraph shall not apply to any Qualified Option to the
extent such application would result in disqualification of said
Option as an incentive stock option under Sections 421 and 422 of
the Code.
20. Indemnification. In and with respect to the administration
of the Plan, the Corporation shall indemnify each present and
future member of the Committee and/or of the Board, who shall be
entitled without further action on his or her part to indemnity
from the Corporation for all damages, losses, judgments,
settlement amounts, punitive damages, excise taxes, fines,
penalties, costs and expenses (including without limitation
attorneys' fees and disbursements) incurred by such member in
connection with any threatened, pending or completed action, suit
or other proceedings of any nature, whether civil,
administrative, investigative or criminal, whether formal or
informal, and whether by or in the right or name of the
Corporation, any class of its security holders, or otherwise, in
which such member may be or have been involved, as a party or
otherwise, by reason of his or her being or having been
11
<PAGE>
a member of the Committee and/or of the Board, whether or not he
or she continues to be such a member. The provisions, protection
and benefits of this paragraph shall apply and exist to the
fullest extent permitted by applicable law to and for the benefit
of all present and future members of the Committee and/or of the
Board, and their respective heirs, personal and legal
representatives, successors and assigns, in addition to all other
rights that they may have as a matter of law, by contract, or
otherwise, except (a) as may not be allowed by applicable law,
(b) to the extent there is entitlement to insurance proceeds
under insurance coverage provided by the Corporation on account
of the same matter or proceeding for which indemnification
hereunder is claimed, or (c) to the extent there is entitlement
to indemnification from the Corporation, other than under this
paragraph, on account of the same matter or proceeding for which
indemnification hereunder is claimed.
21. Miscellaneous. Any reference contained in this Plan to a
particular section or provision of law, rule or regulation,
including but not limited to the Internal Revenue Code of 1986
and the Securities Exchange Act of 1934, both as amended, shall
include any subsequently enacted or promulgated section or
provision of law, rule or regulation, as the case may be, of
similar import. With respect to persons subject to Section 16 of
the Securities Exchange Act of 1934, as amended, transactions
under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or any successor rule that may be
promulgated by the Securities and Exchange Commission, to the
extent any provision of this Plan or action by the Committee
fails to so comply, it shall be deemed null and void, to the
extent permitted by applicable law and deemed advisable by the
Committee, and to the extent that there are additional
requirements under Rules 16b-3, it is the responsibility of the
participants to satisfy such requirements. Where used in this
Plan: the plural shall include the singular, and unless the
context otherwise clearly requires, the singular shall include
the plural; and, the term "affiliates" shall mean each and every
Subsidiary and any parent of the Corporation. The captions of
the numbered paragraphs contained in this Plan are for
convenience only, and shall not limit or affect the meaning,
interpretation or construction of any of the provisions of the
Plan.
- - - - - - - - - - -
END
- - - - - - - - - - -
12
EXHIBIT 5
OPINION OF SHUMAKER WILLIAMS, P.C.
<PAGE>
SHUMAKER WILLIAMS, P.C.
P. O. BOX 88
HARRISBURG, PENNSYLVANIA 17108
(717) 763-1121
May 27, 1997
Mr. William E. Eby
Chief Executive Officer
UNION NATIONAL FINANCIAL CORPORATION
P. O. Box 567
Mount Joy, PA 17552-0567
RE: Union National Financial Corporation (the
"Corporation")
Registration Statement Form S-8
Our File No.: 640-97(3)
Dear Mr. Eby:
We have acted as Special Corporate Counsel to the
Corporation in connection with preparation of the Corporation's
Registration Statement on Form S-8, relating to the Corporation's
1988 Stock Incentive Plan, 1997 Employee Stock Purchase Plan and
the Corporation's 1997 Stock Incentive Plan (collectively the
"Plans").
In connection with this matter, we, as counsel to the
Corporation, have reviewed the following:
1. the Pennsylvania Business Corporation Law of 1988, as
amended;
2. the Corporation's Articles of Incorporation, as amended;
3. the Corporation's By-Laws, as amended;
4. Resolutions adopted by the Corporation's Board of
Directors on February 1, 1997 and May 22, 1997; and
5. the Plans.
Based upon such review, it is our opinion that the
Corporation's common stock, $0.25 par value, (the "Common Stock")
issuable under the Plans, when and as issued in accordance with
the provisions of the Plans, will be duly and validly issued,
fully paid and nonassessable. In giving the foregoing opinion,
we have assumed that the Corporation will have, at the time of
the issuance of Common Stock under the Plans, a sufficient number
of authorized shares available for issue.
<PAGE>
Mr. William E. Eby
Chief Executive Officer
UNION NATIONAL FINANCIAL CORPORATION
May 27, 1997
Page 2
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement on Form S-8, filed by the
Corporation, relating to the Plans.
Very truly yours,
SHUMAKER WILLIAMS, P.C.
/s/ Nicholas Bybel, Jr.
-----------------------
By Nicholas Bybel, Jr.
NB/tb:70319
TROUT, EBERSOLE & GROFF, LLP
CERTIFIED PUBLIC ACCOUNTANTS
-----------------------------
1705 Oregon Pike
Lancaster, Pennsylvania 17601
(717) 569-2900
Fax (717) 569-0141
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8, relating to the Union National Financial Corporation
1988 Stock Incentive Plan, the Union National Financial Corporation 1997
Employee Stock Purchase Plan, and the Union National Financial Corporation 1997
Stock Incentive Plan, of our report dated January 17, 1997, with respect to the
consolidated financial statements of Union National Financial Corporation (the
"Corporation), incorporated by reference in the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1996, and filed with the Securities
and Exchange Commission.
/s/ Trout, Ebersole & Groff, LLP
---------------------------------
TROUT, EBERSOLE & GROFF, LLP
Certified Public Accountants
May 22, 1997
Lancaster, Pennsylvania
EXHIBIT 23.2
CONSENT OF SHUMAKER WILLIAMS, P.C.
(contained at Exhibit 5 of this
Registration Statement)
EXHIBIT 24
Power of Attorney of Directors
and Officers
(included on Signature Pages)
