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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIRST FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Tennessee
(State of incorporation or organization)
62-1474162
(I.R.S. Employer
Identification No.)
1691 North Mt. Juliet Road
Mt. Juliet, Tennessee 37122
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act: NONE
Title of each class to be so registered: Not Applicable
Name of each exchange on which each class is to be registered: Not Applicable
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $2.50 Par Value
(Title of Class)
Securities Act registration statement file number to which this form relates:
33-42622.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant is authorized to issue 5,000,000 shares of its common
voting stock, par value $2.50 (the "Common Stock"). There were 941,646 shares of
the Common Stock were issued and outstanding at January 27, 1998, exclusive of
shares reserved for options. These shares are entitled to one vote each on all
matters to be voted upon by the shareholders of the Company. Each share of the
Common Stock is entitled to one vote on all matters submitted to the
Shareholders.
The Company is authorized to issue 5,000,000 shares of preferred
shares, the series, terms, and other provisions of which may be fixed by the
Board of Directors. No preferred shares are issued or outstanding and none are
committed for issuance at December 31, 1997.
No Company securities are registered or to be registered on any
exchange. No Company securities are listed or traded on any recognized exchange
or in any public trading market.
ITEM 2. EXHIBITS.
List below all exhibits filed as a part of the registration statement:
Exhibit 3(i) First Financial Corporation - Charter, as amended
Exhibit 3(ii) First Financial Corporation - Bylaws, as amended
Exhibit 4.1 First Financial Corporation - Charter, as amended
(See Exhibit 3(i))
Exhibit 4.2 First Financial Corporation - Bylaws, as amended
(See Exhibit 3(ii))
Exhibit 10.1 First Financial Corporation - 1993 Stock Option Plan
Exhibit 10.2 First Financial Corporation - 1996 Dividend Reinvestment Plan
(ii)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
FIRST FINANCIAL CORPORATION
(Registrant)
Date: February 9, 1998 By: /s/ David Major
------------------------------
David Major, Chairman
(iii)
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EXHIBIT 3(i)
FIRST FINANCIAL CORPORATION
REGISTRATION STATEMENT ON FORM 8-A
EXHIBIT 3(I)/4.1
CHARTER, AS AMENDED
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CHARTER
OF
FIRST FINANCIAL CORPORATION
Pursuant to Section 48-20-107 of the Tennessee Business Corporation
Act, the undersigned corporation hereby adopts the following as its Charter:
ARTICLE I
The name of the corporation is FIRST FINANCIAL CORPORATION.
ARTICLE II
The maximum number of shares that the corporation shall have the
authority to issue is (i) five million (5,000,000) shares of common stock, $5.00
par value, that have unlimited voting rights and that are entitled to receive
the net assets of the corporation upon dissolution, and (ii) five million
(5,000,000) shares of preferred stock, no par value. The preferred stock, and
any series of the preferred stock, may be redeemable or convertible for cash,
indebtedness, securities, or other property in a designated amount, or in an
amount determined in accordance with a designated formula or by reference to
extrinsic data or events, as established by the Board of Directors. The Board of
Directors is vested with the authority to issue the preferred stock in one or
more series and to determine, to the extent permitted by law prior to the
issuance of the preferred stock, or any series of the preferred stock, the
relative rights, limitations, and preferences of the preferred stock or any such
series, including, but not limited to:
(i) the rate of dividend of any such share;
(ii) whether the shares would be callable, and, if so, the price,
terms, and conditions of call;
(iii) the amount payable upon the shares in the event of voluntary
or involuntary liquidation;
(iv) the terms and conditions on which the shares might be
converted into common stock of the Corporation;
(v) the voting rights, if any, of the shares; and
(vi) whether the shares would be cumulative, noncumulative, or
partially cumulative as to dividends and the dates as to which
any cumulative dividends are to accumulate.
ARTICLE III
The street address of the registered office of the corporation shall be
172 Second Avenue, North, Nashville, Davidson County, Tennessee 37201. The name
of the corporation's initial registered agent at its registered office is Daniel
W. Small, Esq.
ARTICLE IV
The address of the principal office of the corporation is 1691 North
Mt. Juliet Road, Mt. Juliet, Wilson County, Tennessee 37122.
ARTICLE V
The corporation shall have the power and authority to carry on any
business permitted by, and to have and exercise all of the powers and rights
conferred by, the Tennessee Business Corporation Act as amended from time to
time or any successor provisions thereto. The corporation is for profit. The
duration of the corporation is perpetual.
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ARTICLE VI
The business and affairs of the corporation shall be managed by a Board
of Directors.
a. The number of directors and their terms shall be as specified in the
By-Laws of the Corporation.
b. The Board of Directors is expressly authorized to make, alter, or
repeal the By-Laws of the Corporation by a vote of the majority of the Board of
Directors.
c. Whenever the Board of Directors is required or permitted to take any
action by vote, such action may be taken without a meeting on written consent,
setting forth the action so taken, if all of the directors entitled to vote
thereon consent to the taking of action on written consent without a meeting;
any such action shall be as valid and effective as any resolution duly adopted
at an annual or regularly scheduled or special meeting of the Board of
Directors.
d. Any or all of the directors may be removed either with or without
cause by a proper vote of the shareholders and may be removed with cause by a
majority vote of the entire Board of Directors.
ARTICLE VII
Whenever the Shareholders are required or permitted to take any action
by vote, such action may be taken without a meeting on written consent, setting
forth the action so taken, if all of the Shareholders entitled to vote thereon
consent to the taking of action on written consent without a meeting; any such
action shall be as valid and effective as any resolution duly adopted at an
annual or regularly scheduled or special meeting of the Shareholders.
ARTICLE VIII
a. To the fullest extent that the Tennessee Business Corporation Act as
it exists on the date hereof or as it may hereafter be amended permits the
limitation or elimination of the liability of directors, a director of the
corporation shall not be personally liable to the corporation or its
shareholders for monetary damage for a breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or (iii)
under Section 48-18-304 of the Tennessee Business Corporation Act, as the same
exists or hereafter may be amended. If the Tennessee Business Corporation Act
hereafter is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of the corporation, in
addition to the limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by the amended Tennessee Business
Corporation Act. This Article VIII shall not eliminate or limit the liability of
a director for any act or omission occurring prior to the date when this Article
VIII became effective, if such a limitation or elimination of liability of a
director for such acts or omission is prohibited by the Tennessee Business
Corporation Act as then in effect. Any repeal or modification of this Article
VIII by the shareholders of the corporation shall be prospective only, and shall
not adversely affect any limitation on the personal liability of a director of
the corporation existing at the time of such repeal or modification.
b. The corporation shall have the power to indemnify any director,
officer, employee, agent of the corporation, or any other person who is serving
at the request of the corporation in any such capacity with another corporation,
partnership, joint venture, trust, or other enterprise (including, without
limitation, any employee benefit plan) to the fullest extent permitted by the
Tennessee Business Corporation Act as it exists on the date hereof or as it may
hereafter be amended, and any such indemnification may continue as to any person
who has ceased to be a director, officer, employee, or agent and may inure to
the benefit of the heirs, executors, and administrators of such a person.
c. By action of its Board of Directors, notwithstanding any interest of
the directors in the action, the corporation may purchase and maintain
insurance, in such amounts as the Board of Directors deems appropriate, to
protect any director, officer, employee, or agent of the corporation or any
other person who is at the request of the corporation in any such capacity with
another corporation, partnership, joint venture, trust, or other enterprise
(including, without limitation, any employee benefit plan) against any liability
asserted against him or her or incurred by him or her in any such capacity or
arising out of his or her status as such (including, without limitation,
expenses, judgments, fines, and
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amounts paid in settlement) to the fullest extent permitted by the Tennessee
Business Corporation Act as it exists on the date hereof or as it may hereafter
be amended, and whether or not the corporation would have the power or would be
required to indemnify such person under the terms of any agreement or by-law or
the Tennessee Business Corporation Act. For purposes of this paragraph (c),
"fines" shall include any excise taxes assessed on a person with respect to any
employee benefit plan.
Date: August 26, 1991
FIRST FINANCIAL CORPORATION
/s/ Daniel W. Small
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Daniel W. Small, Incorporator
172 Second Avenue, North
Nashville, Tennessee 37201
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ARTICLES OF AMENDMENT TO THE CHARTER
OF
FIRST FINANCIAL CORPORATION
First Financial Corporation, does hereby amend its Charter and provides
the following information pursuant to TCA 48-20-106:
1. The name of the corporation is First Financial Corporation.
2. The text of the amendment adopted is as follows:
"RESOLVED, that ARTICLE III of the Corporation's Charter
designating the Initial Registered Agent and Registered Office
for the Corporation is hereby deleted in its entirety."
3. The Amendment does not provide for an exchange,
reclassification or cancellation of issued shares.
4. The Amendment was duly adopted by the Board of Directors of
the Corporation on April 16, 1992.
5. The Amendment was duly adopted by the Board of Directors of
the Corporation without shareholder action. Shareholder action
was required in that Amendment by the Board of Directors is
permitted under the provisions of TCA 48-20-102.
These articles of Amendment executed on this 28th day of May, 1992, pursuant to
resolution of the Board of Directors.
FIRST FINANCIAL CORPORATION
By:/s/David Major
---------------------------------
DAVID MAJOR, President and
Chief Executive Officer
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ARTICLES OF AMENDMENT TO THE CHARTER
OF
FIRST FINANCIAL CORPORATION
Pursuant to the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, the undersigned corporation adopts the following
articles of amendment to its charter:
1. The name of the corporation is FIRST FINANCIAL CORPORATION
2. The amendment as adopted is:
The Charter of FIRST FINANCIAL CORPORATION is hereby amended and as
follows:
ARTICLE II. The par value referred to in Article II is amended
to read instead of "Five Dollars par value" "Two and 50/100
Dollars ($2.50) par value." In all other respects (including
all other parts of Article II) the Charter remains unchanged,
in full force and effect.
3. The corporation is a for-profit corporation.
4. The amendment was duly adopted by the unanimous vote of the
directors of the Corporation on January 18, 1996 and approved
by the Shareholders on April 18, 1996.
5. The amendment shall be effective when these Articles are filed
with the Secretary of State.
Dated: April 18, 1996.
FIRST FINANCIAL CORPORATION
By:/s/David Major
---------------------------------
Chairman, President and CEO
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EXHIBIT 3(ii)
FIRST FINANCIAL CORPORATION
REGISTRATION STATEMENT ON FORM 8-A
EXHIBIT 3(II)/4.2
BY-LAWS
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BYLAWS
OF
FIRST FINANCIAL CORPORATION
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1.1 Annual Meeting. The regular annual meeting of the shareholders to
elect directors and transact whatever other business may properly come before
the meeting, shall be held at the main office of the Corporation or such other
places as the board of directors may designate, unless otherwise scheduled by
the Board, on the 3rd Thursday of April of each year, unless that day is a
holiday, in which event such meeting shall be held on the next business day.
Notwithstanding the above, the Board may, in its discretion, and by majority
vote, schedule the annual shareholders meeting on any alternative date during
the first or second quarter of the year. Written or printed notice stating the
place, day, and hour of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called and the person or persons
calling the meeting may be communicated in person; by telephone, telegraph,
teletype or other form of wire or wireless communication; or by mail or private
carrier by or at the direction of the president, secretary, officer, or person
calling the meeting to each shareholder entitled to vote at the meeting. Such
notice shall be delivered not less than ten (10) days nor more than two months
before the date of the meeting, to each shareholder of record at least twenty
(20) calendar days before the date of the meeting, and shall be deemed to be
delivered when deposited in the United States mail addressed to the shareholder
at his last known address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid, or by confirmed telex; provided,
however, that any such notice may be waived in writing, either prior to or
subsequent to such meeting. If for any cause, an election of directors is not
made on that day, the board of directors shall order the election to be held on
some subsequent day, as soon thereafter as practicable, according to the
provisions of law, and notice shall be given in the manner herein provided for
the annual meeting.
Section 1.2 Special Meetings. Except as otherwise specifically provided by
statute, special meetings of the shareholders may be called for any purpose at
any time by one-third (1/3) or more of the members as the board of directors, or
by any one (1) or more shareholders owning, in the aggregate, not less than
twenty percent (20%) of the Corporation. Every such special meeting, unless
otherwise provided by law, shall be called by mailing, postage prepaid, not less
than ten (10) days prior to the date fixed for the meeting, to each shareholder
of record at least twenty (20) calendar days before the date of the meeting at
the address appearing on the books of the Corporation a notice stating the
purpose of the meeting.
Section 1.3 Nominations of Directors. Nominations for election to the board of
directors may be made by the board of directors or by any shareholder of any
outstanding class of capital stock of the Corporation entitled to vote for the
election of directors. Nominations, other than those made by or on behalf of the
existing management of the Corporation, shall be made in writing and shall be
delivered or mailed to the President of the Corporation not less than thirty
(30) days nor more than forty-five (45) days prior to any meeting of
shareholders called for the election of directors, provided, however, that if
less than twenty-one (21) days' notice of the meeting is given to shareholders,
such nomination shall be mailed or delivered to the President of the Corporation
not later than the close of business on the seventh day following the day on
which the notice of meeting was mailed. Such notification shall contain the
following information to the extent known to the notifying shareholder:
The name and address of each proposed nominee.
The principal occupation of each proposed nominee.
The total number of shares of capital stock of the Corporation that
will be voted for each proposed nominee.
The name and residence address of the notifying shareholder.
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The number of shares of capital stock of the Corporation owned by the
notifying shareholder.
Nominations not made in accordance herewith may, in his/her discretion,
be disregarded by the chairperson of the meeting, and upon his/her
instructions, the vote tellers may disregard all votes cast for each
nominee.
Section 1.4 Judges of Election. Every election of directors shall be managed by
at least one (1) but not more than three (3) judges, who shall be appointed from
among the shareholders by the board of directors. The judge(s) of election shall
hold and conduct, together with the President of the Corporation, the election
at which they are appointed to serve. After the election, they shall file with
the President (or the President's designee) a certificate signed by them,
certifying the result thereof and the names of the directors elected. The
judge(s) of election, at the request of the President or other designated
chairperson of the meeting, shall act as teller(s) of any other vote by ballot
taken at such meeting, and shall certify the result thereof.
Section 1.5 Proxies. Shareholders may vote at any meeting of the shareholders by
proxies duly authorized and memorialized in writing. Proxies shall be valid only
for one meeting, to be specified therein, and any adjournment(s) of such
meeting. Proxies shall be dated and filed with the records of the meeting. No
proxy shall be voted if it bears a date more than eleven (11) months prior to
the date of any meeting (but shall be valid at any meeting, and adjournments of
such meetings, dated not more than eleven (11) months prior to such meeting.
Section 1.6 Quorum. A majority of the outstanding capital stock, represented in
person or by proxy, shall constitute a quorum at any meeting of shareholders,
unless otherwise provided by law, but less than a quorum may adjourn any
meeting, from time to time, and the meeting may be held as adjourned without
further notice. A majority of the votes cast shall decide every question or
matter submitted to the shareholders at any meeting, unless otherwise provided
by law or by the Charter of the Corporation.
Section 1.7 Record Date. The record date for the determination of shareholders
entitled to notice of and the right to vote at any meeting of shareholders, or
any adjournment thereof, may be fixed by the Board of Directors at not more than
seventy (70) nor fewer than ten (10) days prior to the date of such meeting. If
no record date is so established, the record date shall be deemed to be the
close of business on the day next preceding the day on which notice of the
meeting is sent.
Section 1.8 Shareholder Proposals. Shareholder proposals must be typed, printed,
or otherwise legibly transcribed, must bear on issues of interest or related to
the Corporation, and must be received by the Corporate Secretary on or before
January 31 of each year; provided, that any such proposals received by the
Corporate Secretary at least ninety (90) calendar days before any Annual Meeting
will be considered. Proposals unrelated to the Corporation or its interests, or
not timely received, will not be considered. Proposals shall be addressed to the
Corporate Secretary at the Corporation's main office.
ARTICLE II
DIRECTORS
Section 2.1 Board of Directors. The Board shall have the power to manage and
administer the business and affairs of the Corporation. Except as expressly
limited by law, all corporate powers of the Corporation shall be vested in and
may be exercised by the Board, including the power to declare dividends in
accordance with law.
Section 2.2 Qualification and Election. Directors need not be shareholders or
residents of this State but must be of legal age. They shall be elected by a
plurality of the votes cast at the annual meetings of the shareholders or at a
special meeting of the shareholders called for that purpose. Each director shall
hold office until the expiration of the term for which he is elected, and
thereafter until his successor has been elected and qualified.
Section 2.3 Number. The Board shall consist of not fewer than five (5) nor more
than twenty-five (25) shareholders, the exact number within such minimum and
maximum limits to be fixed and determined from time to time by resolution of a
majority of the full Board or by resolution of the shareholders at any meeting
thereof.
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Section 2.4 Organizational Meeting. The President, the Executive Vice President,
or the Secretary, upon receiving the certificate of the judges of the result of
any election, shall notify the directors-elect of their election and of the time
at which they are required to meet at the main office of the Corporation to
organize the new Board and elect and appoint officers of the Corporation for the
succeeding year. Such meeting shall be held on the day of the election or as
soon thereafter as practicable, and, in any event, within 30 days thereof. If,
at the time fixed for such meeting, there shall be a quorum, the directors
present may adjourn the meeting, from time to time until a quorum is obtained
without further notice of the time, date, or place of meeting.
Section 2.5 Regular Meetings. A regular monthly meeting of the Board, without
notice, shall be held on such day as may be determined by a majority of the
Board by resolution.
Section 2.6 Special Meetings. Special meetings of the Board may be called by the
President, or by any two (2) executive officers of the Corporation, or at the
request of one-third (1/3) (rounded downward in the case of any fraction) or
more of the directors. Each member of the Board shall be given notice at least
twenty-four (24) hours in advance of the time of the meeting, stating the time
and place by telegram, letter, or in person, of each special meeting.
Section 2.7 Quorum and Vote. The presence of a majority of the directors shall
constitute a quorum for the transaction of business. A meeting may be adjourned
despite the absence of a quorum, and notice of an adjourned meeting need not be
given if the time and place to which the meeting is adjourned are fixed at the
meeting at which the adjournment is taken, and if the period of adjournment does
not exceed thirty (30) days in any one adjournment. The vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the board, unless the vote of a greater number is required by the charter,
these bylaws, or by the laws of the state of incorporation.
A director cannot vote by proxy or otherwise act by proxy at a meeting of the
Board. However, whenever the vote of directors at a meeting is required or
permitted to be taken in connection with any corporate action, the meeting and
vote of directors may be dispensed with, if all the directors who would have
been entitled to vote upon the action, if such meeting were held, shall consent
in writing to such corporate action being taken and/or consent in writing to
such action taken previously.
Section 2.8 Vacancies. When any vacancy occurs among the directors, the
remaining members of the Board, according to the laws of the State of Tennessee,
may appoint a director to fill such vacancy at any regular meeting of the Board,
or at a special meeting called for that purpose in conformance with Section 2.2
of this Article 2.
Section 2.9 Increase in Number. The number of members of the Board of Directors
may be increased from time to time by either the directors or the shareholders.
The number of directors may be increased by the Board of Directors upon the
affirmative vote of a majority of the entire Board. If the number of directors
is increased by the Board, a vacancy or vacancies caused by such increase may be
filled by the vote of a majority of the directors then in office. The number of
directors may also be increased by the shareholders at any meeting thereof by a
majority vote of the shares represented and entitled to vote. If the number of
directors is increased by action of the shareholders, a vacancy or vacancies
caused by such increase shall be filled by the shareholders in the same manner
as at an annual meeting. Directors elected to fill vacancies caused by increase
in number of members of the Board shall hold office until the next annual
meeting of the shareholders and thereafter until their successors are chosen and
qualified.
Section 2.10 Decrease in Number. The number of members of the Board of Directors
may be decreased by either the directors or the shareholders at any time there
is an unfilled vacancy or there are unfilled vacancies on the Board of
Directors, provided that the number of members may be decreased only to the
extent of the number of vacancies on the Board of Directors existing at that
time. If the number of directors is decreased by the Board, such action shall be
taken by the vote of a majority of the directors then in office. If the number
of directors is decreased by the shareholders, such action shall be taken by a
majority vote of the shares represented at any meeting and entitled to vote
thereat.
Section 2.11 Vacancies. In case there are vacancies on the Board of Directors,
other than vacancies created by the removal of a director or directors [which
shall be governed by paragraph 2.15] and other than vacancies created by an
increase in the number of directors [which shall be governed by paragraph 2.9],
the remaining directors, by a majority
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vote of the directors then in office, may fill the vacancy until the next annual
meeting of shareholders and thereafter until his or their successors are chosen
and qualified.
Section 2.12 Presiding Officer. The Chairperson of the Board shall preside at
all meetings of the Board, and if the Chairperson is absent or declines or is
unable to serve, the President shall preside; and if the President is likewise
absent, or unable or unwilling to serve, the directors who are present shall
elect one of their number to preside at such meeting.
Section 2.13 Residency Requirements. All directors shall be citizens of the
United States of America and shall satisfy any residency requirements of the
State of Tennessee.
Section 2.14 Compensation of Directors. Directors and members of the executive
or other committees, as such, shall not receive any stated salaries for their
service; provided, that by resolution of the Board, a fixed sum and expenses for
attendance at each regular or special meeting of the Board or the executive
committee (and such other committees of the Board as the Board may from time to
time designate) may be allowed, but provided further that nothing herein
contained shall be construed as precluding any directors from serving the
Corporation in any other capacity and receiving compensation therefor.
Section 2.15 Removal of Directors.
(a) By Shareholders. At any meeting of the shareholders, the entire
Board of Directors or any number of directors may be removed from
office, with or without cause, by a majority vote of the shares
represented and entitled to vote thereat.
(b) By Directors. At any meeting of the Board of Directors, any
director or directors may be removed from office for cause, as that
term is defined by applicable law, by a majority of the entire Board of
Directors.
(c) Replacement. When any director or directors are removed, new
directors may be elected to fill the vacancies created thereby at the
same meeting of the shareholders or Board of Directors, as the case may
be, for the unexpired term of the director or directors removed. If the
shareholders fail to elect persons to fill the unexpired term or terms
of the director or directors removed by them, such unexpired terms
shall be considered vacancies on the Board to be filled by the
remaining directors as provided in paragraph 2.11.
ARTICLE III
COMMITTEES OF THE BOARD
Section 3.1 Executive Committee. There shall be an executive committee composed
of a minimum of four (4) directors, appointed by the Board annually or more
often. The executive committee shall have the power to act in the place and
stead of the Board in all respects in accordance with any prior actions,
directives, or guidelines established by the Board. The executive committee
shall keep minutes of its meetings, and such minutes shall be submitted at the
next regular meeting of the Board at which a quorum is present, and any action
taken by the Board with respect thereto shall be entered in the minutes of the
Board.
Section 3.2 Audit Committee. There shall be an audit committee composed of not
fewer than three (3) directors, exclusive of any active officers, appointed by
the Board annually or more often. The duty of that committee shall be to examine
at least once during each calendar year and within 15 months of the last
examination the affairs of the Corporation or cause suitable examinations to be
made by auditors responsible only to the Board and to report the result of such
examination in writing to the Board at the next regular meeting thereafter. Such
report shall contain such information and recommendations in respect of such
matters as the Board of Directors shall deem advisable.
The audit committee, upon its own recommendation and with the approval of the
Board, may employ a qualified firm of Certified Public Accountants or the
auditor's provided for such purpose by a correspondent Corporation to make the
examination and audit of the Corporation. If such procedure is followed, the
annual examination and audit of such firm and the presentation of its reports to
the Board, will be deemed sufficient to comply with the requirements of these
by-laws.
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Section 3.3 Nominating Committee. The Board may create a Nominating Committee
composed of not fewer than three (3) directors to nominate proposed directors
for any meeting (annual or special) of the shareholders held to elect directors
of the Corporation.
Section 3.4 Other Committees. The Board may appoint, from time to time, from its
own members, other committee of one or more persons, for such purposes and with
such powers as the Board may determine.
ARTICLE IV
OFFICERS AND EMPLOYEES
Section 4.1 Election of Officers, Officials and Committees. At the Board's
organizational meeting or at their regular meeting immediately following such
organizational meeting subsequent to the annual meeting of shareholders in each
year, or at any other regular or special meeting of the Board, the Board shall
elect from their number a Chairperson of the Board and a President. They shall
select a Secretary and a Treasurer and may elect a Vice Chairperson, an
Executive Vice President, Senior Vice President, and such other Vice Presidents,
Internal Auditors, or other officers as the Board shall deem necessary or
appropriate from time to time, and shall prescribe the duties to which such
officer shall be assigned. The Board shall also have the authority to appoint
members of the executive committee, nominating committee, audit committee, and
such other committees as they deem necessary or appropriate.
Section 4.2 Chairperson of the Board. The Board shall appoint one of its members
to be the Chairperson of the Board to serve at its pleasure. Such person shall
preside at all meetings of the Board. The Chairperson of the Board shall
supervise the carrying out of the policies adopted or approved by the Board,
shall have general executive powers, as well as the specific powers conferred by
these by-laws, shall also have and may exercise such further powers and duties
as from time to time may be conferred upon, or assigned by the Board.
Section 4.3 President. The Board shall appoint one of its members to be the
President of the Corporation. In the absence of the Chairperson, if the
Chairperson and the President are different persons, the President shall preside
at any meeting of the Board. The President shall have general executive powers,
and shall have and may exercise any and all other powers and duties pertaining
by law, regulation, or practice, to the office of President, or imposed by these
by-laws. The President shall also have and may exercise such further powers and
duties as from time to time may be conferred or assigned by the Board.
Section 4.4 Vice President. The Board may appoint one or more vice presidents
and categories of vice presidents (including an executive vice president and a
senior vice president). Each vice president shall have such powers and duties as
may be assigned by the Board. One vice president shall be designated by the
Board, in the absence of the President, to perform all the duties of the
President.
Section 4.5 Treasurer and Secretary. The Board shall appoint a Secretary,
Treasurer, or other designated officer who shall be secretary of the Board and
of the Corporation, and shall keep accurate minutes of all meetings. The
Secretary shall attend to the giving of all notices required by these by-laws;
shall be custodian of the corporate seal, records, documents and papers of the
Corporation; shall provide for the keeping of proper records of all transactions
of the Corporation, shall have and may exercise any and all other powers and
duties pertaining by law, regulation or practice, to the office of Secretary, or
imposed by these by-laws; and shall also perform such other duties as may be
assigned from time to time by the Board. The Treasurer shall have and may
exercise any and all other powers and duties pertaining by law, regulation or
practice, to the office of Treasurer, or imposed by these by-laws; and shall
also perform such other duties as may be assigned from time to time by the
Board. Unless otherwise designated by the Board, the Treasurer shall be the
Chief Financial and Accounting Officer of the Corporation.
Section 4.6 Other Officers. The Board may appoint (or authorize the President to
appoint) one or more assistant vice presidents, one or more assistant
secretaries, one or more assistant treasurers and such other officers and
attorneys in fact as from time to time may appear to the Board to be required or
desirable to transact the business of the Corporation. Such officers shall
respectively exercise such powers and perform such duties as pertain to their
several offices, or as may be conferred upon, or assigned to them by the Board,
the Chairperson of the Board, or the President.
<PAGE> 7
Section 4.7 Tenure of Office. The President and all other officers shall serve
at the pleasure of the Board and shall hold office for one (1) year following
their election, unless they shall resign, become disqualified, or be removed,
and any vacancy occurring in the office of president shall be filled promptly by
the Board. The Board shall have power to remove any officer, with or without
cause, at any time, and the election of any officer shall not constitute a
contract of employment for any definite period of time. In its discretion, the
Board may authorize contracts of employment in excess of one (1) year, but the
contract rights therein created shall not limit the ability of the Board to
terminate the employment of any such officer or agent, although the said
contract rights may not be terminated or impaired in all circumstances by such
termination.
Section 4.8 Removal of Officers and Employees. Any and all officers and members
of committees, as well as all other employees of the Corporation, may be removed
at any regular or special meeting of the Board without the necessity of any
specification thereof in the call of the meeting, and any officer, employee, or
committee member may be suspended by the Chairperson of the Board, or by the
President, until the next meeting of the Board.
Section 4.9 Additional Offices. Any number of offices not inconsistent with each
other may be held by the same person; provided however, that the same person may
not hold the offices of President and Secretary or President and Treasurer.
Section 4.10 Vacancies. Any vacancy occurring among the officers of the
Corporation shall be filled as soon as practicable, at the discretion of the
Board, by the Board at any regular or special meeting thereof, without the
necessity of any specification thereof in the call of any special or regular
meeting.
Section 4.11 Salaries. The officers of the Corporation shall receive as salary
or compensation for their services as officers and employees such sums as the
Board may determine from time to time.
ARTICLE V
ACTION BY CONSENT
Whenever the shareholders or directors are required or permitted to take any
action by vote, such action may be taken without a meeting on written consent,
setting forth the action so taken, signed by all the persons or entities
entitled to vote thereon, and such action shall be as valid and effective as any
action taken at a regular or special meeting of the directors or shareholders.
ARTICLE VI
STOCK AND STOCK CERTIFICATES
Section 6.1 Transfers. Shares of stock shall be transferable on the books of the
Corporation, and a transfer book shall be kept in which all transfers of stock
shall be recorded. Every person becoming a shareholder by such transfer shall,
in proportion to his shares, succeed to all rights of the prior holder of such
shares.
Section 6.2 Stock Certificates. Certificates of stock shall bear the signature
of the President (which may be engraved, printed, or impressed), and shall be
signed manually or by facsimile process by the Secretary, Assistant Secretary,
or any other officer appointed by the Board for that purpose, to be known as an
authorized officer, and the seal of the Corporation shall be engraved thereon.
Each certificate shall recite on its face that the stock represented thereby is
transferable only upon the books of the Corporation properly endorsed.
Section 6.3 Lost Certificate(s). Duplicate certificate(s) may be issued in lieu
of lost certificate(s) upon proof of loss and indemnification satisfactory to
the Corporation.
<PAGE> 8
ARTICLE VII
CORPORATE SEAL
The President, the Treasurer, the Secretary or any Assistant Secretary, or other
officer thereunto designated by the Board, shall have authority to affix the
corporate seal to any document requiring such seal, and to attest the same. No
document other than the certificate(s) of capital stock of the Corporation shall
be required to have the corporate seal. A facsimile of the corporate seal
printed on the certificate(s) of the capital stock of the Corporation shall be
fully effective as the corporate seal on such certificates. The seal need not be
imprinted on specimen certificates.
ARTICLE VIII
INDEMNIFICATION
Section 8.1 Indemnified Parties; Reliance; Contract Right. Except as expressly
limited by Section 48-18-502(d) of the Tennessee Business Corporation Act (the
"TBCA"), every person (and the heirs and personal representatives of such
person) (each of whom may be referred to as an "Indemnitee") who is or was a
director, officer or employee of the Corporation, or any other entity in which
he or she served as such at the request of the Corporation, shall be indemnified
by the Corporation in accordance with the provisions of this Article 8 against
any and all liability and reasonable expense (including, without limitation,
counsel fees and disbursements, and amounts of judgments, fines or penalties
against, or amount paid in settlement by, a director, officer, or employee) that
may be incurred by him or her in connection with or resulting from any claim,
action, suit or proceeding, whether civil, criminal, administrative or
investigative, or in connection with any appeal relating thereto, in which he or
she may become involved, as a party or otherwise, or with which he or she may be
threatened, by reason of his or her being or having been a director, officer, or
employee of the Corporation or such other entity or by reason of any action
taken or omitted by him or her in his or her capacity as such director, officer
or employee, whether or not he or she continues to be such at the time such
liability or expense shall have been incurred. Each person who shall act as a
director, officer or employee of the Corporation or any other entity referred to
in this Section shall be deemed to be doing so in reliance upon the right of
indemnification provided for in this Article 8.
This indemnification shall be a contract right and shall include the right to
receive payment in advance of any expenses incurred by any Indemnitee in
connection with any of the types of investigations and proceedings (all of which
may be referred to as a "Proceeding") referred to in this Article 8, consistent
with the provisions of these by-laws and applicable law as then in effect.
Section 8.2 Indemnification As of Right. Every person (and the heirs and
personal representatives of such person) referred to in Section 8.1 of this
Article 8 who has been wholly successful on the merits with respect to any
claim, action, suit or proceeding of the character described in Section 8.1,
shall be entitled to indemnification as of right.
Section 8.3 Indemnification Based on Review. Except as provided in Section 8.2
of this Article 8, any indemnification under this Article 8 shall be made in the
case of a claim, action, suit or proceeding (or other type of Proceeding) only
if the Board, acting by a quorum consisting of directors who are not parties to
such claim, action, suit or proceeding, shall find, or if a quorum of
disinterested directors cannot be obtained, the executive committee of the Board
shall find, or independent special legal counsel [who shall be selected in the
manner prescribed by TBCA Section 48-18-506(b)(3) and limited by TBCA Section
48-18-506(c)] shall find, or the shareholders (excluding shares owned by or
voted under the control of a director who is a party to the Proceeding) by the
affirmative vote of a majority of the shares entitled to vote thereon shall
determine, that:
(1) in his or her capacity as a director, the director acted in
good faith in what he or she reasonably believed to be the
best interests of the Corporation or of such other entity, as
the case may be;
(2) in his or her capacity as an officer or employee of another
entity, the director of the Corporation acted in good faith in
what he or she reasonably believed was not opposed to the best
interests of the Corporation;
<PAGE> 9
(3) in his or her capacity as an officer or employee of the
Corporation, the officer or employee acted in good faith in
what he or she reasonably believed to be in the best interests
of the Corporation;
(4) in his or her capacity as a director, officer or employee of
another entity, the officer or employee of the Corporation
acted in good faith in what he or she reasonably believed was
not opposed to the best interests of the Corporation; and, in
addition,
(5) in any criminal action or proceeding, the director, officer or
employee had no reasonable cause to believe that his or her
conduct was unlawful;
provided, however, that no indemnification under this Section 8.3 shall be made
with regard to (i) any claim, issue or other Proceeding by or in the right of
the Corporation as to which such director, officer or employee shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court in which such action or suit was brought or another court of competent
jurisdiction shall determine that, despite the adjudication of liability but in
view of all the relevant circumstances of the case, such director, officer or
employee is fairly and reasonably entitled to indemnity for reasonable expenses
incurred which the court shall deem proper, or (ii) amounts paid, or expenses
incurred, in connection with the settlement of any such claim, action, suit or
proceeding, without the approval of a court of competent jurisdiction, or (iii)
in the case of any Proceeding charging improper personal benefit to a director,
officer or employee other than by or in the right of the Corporation, and such
director, officer, or employee was adjudged liable on the basis that a personal
benefit was improperly received by him or her.
The termination of any claim, action, suit or other Proceeding, civil, criminal,
administrative, or investigative, by judgment, settlement (either with or
without court approval) or conviction, upon a plea of guilty or of nolo
contendere or its equivalent, is not, of itself, determinative that a director,
officer or employee did not meet the standards of conduct set forth in this
Section.
Section 8.4 Employee Benefit Plans. For purposes of this Article 8, references
to "other enterprises" shall include employee benefit plans and employee welfare
benefit plans; references to "fines" shall include any excise taxes assessed on
a person with respect to any employee benefit plan; and references to "serving
at the request of the Corporation" shall include any service as a director,
officer, employee, or agent, of the Corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner not opposed to the best interests of the
Corporation.
Section 8.5 Contracts and Funding. The Corporation may enter into contracts with
any director, officer, employee, or agent of the Corporation in furtherance of
the provisions of this Article 8, and may create a trust fund, grant a security
interest, or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article 8.
Section 8.6 Advancement of Expenses; Procedures. In furtherance, but not in
limitation, of the foregoing provisions, the following procedures and remedies
shall apply with respect to advancement of expenses and the right to
indemnification under this Article 8.
(a) Advancement of Expenses. All reasonable expenses incurred
by or on behalf of an Indemnitee in connection with any Proceeding
shall be advanced to the Indemnitee by the Corporation within twenty
(20) days after the receipt by the Corporation of a statement or
statements from the Indemnitee requesting such advance or advances from
time to time, whether prior to or after final disposition of a
Proceeding. The statement or statements shall reasonably evidence the
expenses incurred by the Indemnitee and, if required by law at the time
of such advance, shall include or be accompanied by an undertaking by
or on behalf of the Indemnitee to repay the amounts advanced if it
should ultimately be determined that the Indemnitee is not entitled to
be indemnified against such expenses.
<PAGE> 10
(b) Written Request for Indemnification. To obtain
indemnification under this Article 8, an Indemnitee shall submit to the
Secretary of the Corporation a written request, including such
documentation and information as is reasonably available to the
Indemnitee and reasonably necessary to determine whether and to what
extent the Indemnitee is entitled to indemnification (the "Supporting
Documentation"). The determination of the Indemnitee's entitlement to
indemnification shall be made within a reasonable time after receipt by
the Corporation of the written request for indemnification together
with the Supporting Documentation. The Secretary of the Corporation,
promptly upon receipt of such request for indemnification, shall advise
the board of directors in writing that the Indemnitee has requested
indemnification.
(c) Procedure for Determination. An Indemnitee's entitlement
to indemnification under this Article VIII shall be determined:
(i) by the board of directors by majority vote of a
quorum (as defined in Article II of these By-Laws), consisting
of directors not at the time parties to the Proceeding;
(ii) if a quorum cannot be obtained under subdivision
(i), by majority vote of a committee duly designated by the
board of directors (in which designation directors who are
parties may participate), consisting solely of two (2) or more
directors not at the time parties to the Proceeding;
(iii) by independent special legal counsel;
(A) selected by the board of directors or
its committee in the manner prescribed in subdivision
(i) or (ii); or
(B) if a quorum of the board of directors
cannot be obtained under subdivision (i) and a
committee cannot be designated under subdivision (ii),
selected by majority vote of the full board of
directors (in which selection directors who are
parties may participate); or
(iv) by the shareholders, but shares owned by or voted
under the control of directors who are at the time parties to
the Proceeding may not be voted on the determination.
Section 8.7 Indemnification Not Exclusive Right. The right of indemnification
and advancement of expenses provided in this Article 8 shall not be exclusive of
any other rights to which a person seeking indemnification may otherwise be
entitled, under any statute, by-law, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office. The
provisions of this Article 8 inure to the benefit of the heirs and legal
representatives of any person entitled to indemnity under this Article 8 and
shall be applicable to Proceedings commenced or continuing after the adoption of
this Article 8, whether arising from acts or omissions occurring before or after
such adoption.
Section 8.8 Insurance. This Corporation may purchase insurance to indemnify its
directors, officers and employees to the maximum extent permitted by the law of
the State of Tennessee.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.1 Fiscal Year. The fiscal year of the Corporation shall be the
calendar year.
Section 9.2 Execution of Instruments. All agreements, indentures, mortgages,
deeds, conveyances, transfers, certificates, declarations, receipts, discharges,
releases, satisfactions, settlements, petitions, schedules, accounts,
affidavits, bonds, undertakings, proxies, and other instruments or documents may
be signed, executed, acknowledged, verified, delivered or accepted on behalf of
the Corporation by the Chairperson of the Board, or the President, or any
Executive Vice President, or by such other officers as the Board may from time
to time direct. The provisions of this Section 9.2 are supplementary to any
other provision of these by-laws.
<PAGE> 11
Section 9.3 Records. The Charter of the Corporation, the by-laws, and the
proceedings of all meetings of the shareholders, the Board, and standing
committees of the Board, shall be recorded in appropriate minute books provided
for that purpose. The minutes of each meeting shall be signed by the Secretary,
Treasurer or other officer appointed to act as secretary of the meeting.
ARTICLE X
BY-LAWS
Section 10.1 Inspection. A copy of the by-laws, with all amendments, shall at
all times be kept in a convenient place at the main office of the Corporation,
and shall be open for inspection to all shareholders during corporate hours.
Section 10.2 Amendments. The by-laws may be amended, altered or repealed, at any
regular meeting of the Board, by a vote of a majority of the total number of the
directors.
CERTIFICATION
I, Daniel W. Small, certify that: (1) I am the Incorporator and the
duly constituted Assistant Secretary of First Financial Corporation and (2) the
foregoing by-laws are the by-laws of the Corporation, all of which are now in
full force and effect.
I certify that these Bylaws were adopted at a special meeting of the
Corporation held on the 26th day of August, 1991.
/s/ Daniel W. Small
-------------------------------------
Daniel W. Small, Incorporator
172 Second Avenue, North
Nashville, Tennessee 37201
<PAGE> 1
EXHIBIT 10.1
FIRST FINANCIAL CORPORATION
REGISTRATION STATEMENT ON FORM 8-A
EXHIBIT 10.1
FIRST FINANCIAL CORPORATION
1993 STOCK OPTION PLAN
<PAGE> 2
FIRST FINANCIAL CORPORATION
1993 STOCK OPTION PLAN
1. Purpose. The purpose of this First Financial Corporation 1993 Stock
Option Plan (the "Plan") is to further the long term stability and financial
success of First Financial Corporation (the "Company") by attracting and
retaining key employees of the Company through the use of stock incentives. It
is believed that ownership of Company Stock will stimulate the efforts of those
employees of the Company upon whose judgment and interest the Company is and
will be largely dependent for the successful conduct of its business. It is also
believed that awards granted to such employees under this Plan will strengthen
their desire to remain with the Company and will further the identification of
those employees' interests with those of the Company's shareholders.
2. Definitions. As used in the Plan, the following terms have the
meanings indicated:
(a) "Award" means the grant of an Option under the Plan.
(b) "Board" means the board of directors of the Company.
(c) "Change of Control" means:
(i) The acquisition, other than from the Company, by
any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended, of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Securities Exchange Act of
1934) of 20% or more of either the then outstanding shares of
common stock of the Company or the combined voting power of
the then outstanding voting securities of the Company entitled
to vote generally in the election of directors, but excluding
for this purpose, any such acquisition by the Company or any
of its subsidiaries, or any employee benefit plan (or related
trust) of the Company or its subsidiaries, or any corporation
with respect to which, following such acquisition, more than
50% of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of the
then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by the
individuals and entities who were the beneficial owners,
respectively, of the common stock and voting securities of the
Company immediately prior to such acquisition in substantially
the same proportion as their ownership, immediately prior to
such acquisition, of the then outstanding shares of common
stock of the Company or the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors, as the case may be; or
(ii) Individuals who, as of the date hereof,
constitute the Board (as of the date hereof the "Incumbent
Board") cease for any reason to constitute at least a majority
of the Board, provided that any individual becoming a director
subsequent to the date hereof whose election or nomination for
election by the Company's shareholders was approved by a vote
of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of
office is in connection with an actual or threatened election
contest relating to the election of the Directors of the
Company (as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Securities Exchange Act of 1934); or
(iii) Approval by the shareholders of the Company of a
reorganization, merger or consolidation, in each case, with
respect to which the individuals and entities who were the
respective beneficial owners of the common stock and voting
securities of the Company immediately prior to such
reorganization, merger or consolidation do not, following such
reorganization, merger or consolidation, beneficially own,
directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such
<PAGE> 3
reorganization, merger or consolidation, or a complete
liquidation or dissolution of the Company or of its sale or
other disposition of all or substantially all of the assets of
the Company.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Company" means First Financial Corporation, a Tennessee
corporation.
(f) "Company Stock" means Common Stock of the Company. If the
par value of the Company Stock is changed, or in the event of a change
in the capital structure of the Company (as provided in Section 11),
the shares resulting from such a change shall be deemed to be Company
Stock within the meaning of the Plan.
(g) "Date of Grant" means the date on which an Award is
granted by the Board.
(h) "Disability" or "Disabled" means, as to an Incentive Stock
Option, a Disability within the meaning of Code section 22(e)(3). As to
all other Awards, the Committee shall determine whether a Disability
exists and such determination shall be conclusive.
(i) "Fair Market Value" means, if the Company Stock is not
publicly traded, the value of a share of Common Stock determined in
good faith by the Board. If Company Stock is publicly traded, the term
means, on any given date, the average of the high and low price on such
date, or if shares were not traded on that date, the last date on which
shares were traded, as reported in the Wall Street Journal for the
stock exchange on which the shares are traded.
(j) "Incentive Stock Option" means an Option intended to meet
the requirements of, and qualify for favorable Federal income tax
treatment under, Code section 422.
(k) "Nonstatutory Stock Option" means an Option, which does
not meet the requirements of Code section 422, or even if meeting the
requirements of Code section 422, is not intended to be an Incentive
Stock Option and is so designated.
(1) "Option" means a right to purchase Company Stock granted
under the Plan, at a price determined in accordance with the Plan.
(m) "Parent" means, with respect to any corporation, a "parent
corporation" of that corporation within the meaning of Code section
424(e).
(n) "Participant" means any eligible employee, director,
advisor, consultant, institutional lender or investor of the Company or
any Parent or Subsidiary who receives an Award under the Plan.
(o) "Stock Option Committee" or "Committee" means the
committee appointed by the Board as described under Section 12.
(p) "Subsidiary" means, with respect to any corporation, a
"subsidiary corporation" of that corporation within the meaning of Code
section 424(f).
(q) "10% Shareholder" means a person who owns, directly or
indirectly, stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or any Parent or
Subsidiary of the Company. Indirect ownership of stock shall be
determined in accordance with Code section 424(d).
3. General. Options granted under the Plan may be Incentive Stock
Options or Nonstatutory Stock Options.
4. Stock. Subject to Section 11 of the Plan, there shall be reserved
for issuance to officers and employees of the Company under the Plan an
aggregate of 100,000 shares of Company Stock, which shall be authorized, but
unissued
<PAGE> 4
shares; and there shall be reserved 25,000 shares of Company stock for Directors
of the Company which also shall be authorized, but unissued shares. Shares
allocable to Options or portions thereof granted under the Plan that expire or
otherwise terminate unexercised may again be subjected to an Award under the
Plan.
5. Eligibility.
(a) Any employee of the Company (or Parent or Subsidiary of
the Company) who, in the judgment of the Committee has contributed or can be
expected to contribute to the profits or growth of the Company (or Parent or
Subsidiary) shall be eligible to receive Incentive Stock Options under the Plan.
Directors of the Company who are employees and are not members of the Committee
are eligible to participate in the Plan. The Committee shall have the power and
complete discretion, as provided in Section 12, to select eligible employees to
receive Awards and to determine for each employee the terms and conditions, the
nature of the award and the number of shares to be allocated to each employee as
part of each Award.
(b) Any employee of the Company (or Parent or Subsidiary of
the Company), or any director, advisor, consultant, institutional lender or
investor of the Company or any Parent or Subsidiary, whether or not an employee
of the Company or any Parent or Subsidiary, who, in the judgment of the
Committee has contributed or can be expected to contribute to the profits or
growth of the Company (or Parent or Subsidiary) shall be eligible to receive
Nonstatutory Stock Options under the Plan. The Committee shall have the power
and complete discretion, as provided in Section 12, to select participants to
receive Awards and to determine for each Participant the terms and conditions,
the nature of the award and the number of shares to be allocated to each
Participant as part of each Award.
(c) The grant of an Award shall not obligate the Company or
any Parent or Subsidiary of the Company to pay an employee any particular amount
of remuneration, to continue the employment of the employee after the grant or
to make further grants to the employee at any time thereafter.
6. Stock Options.
(a) Whenever the Committee deems it appropriate to grant
Options, notice shall be given to the eligible Participant stating the number of
shares for which Options are granted, the Option price per share, whether the
Options are Incentive Stock Options or Nonstatutory Stock Options, and the
conditions to which the grant and exercise of the Options are subject. This,
notice, when duly accepted in writing by the Participant, shall become a stock
option agreement between the Company and the Participant.
(b) The exercise price of shares of Company Stock covered by
an Incentive Stock Option shall be not less than 100% of the Fair Market Value
of such shares on the Date of Grant. If the Participant is a 10% Shareholder and
the Option is an Incentive Stock Option, the exercise price shall be not less
than 110% of the Fair Market Value of such shares on the Date of Grant. The
exercise price of Company Stock covered by a Nonstatutory Option shall be set by
the Board of Directors on the Date of Grant.
(c) Options may be exercised in whole or in part at such times
as may be specified by the Committee in the Participant's stock option
agreement; provided that the exercise provisions for Incentive Stock Options
shall in all events not be more liberal than the following provisions:
(i) No Incentive Stock Option may be exercised after
the first to occur of (x) ten years (or, in the case of an
Incentive Stock Option granted to a 10% Shareholder, five
years) from the Date of Grant, (y) three months from the
employee's retirement or termination of employment with the
Company and its Parent and Subsidiary corporations for reasons
other than Disability or death, or (z) one year from the
employee's termination of employment on account of Disability
or death.
(ii) Except as otherwise provided in this paragraph,
no Incentive Stock Option may be exercised unless the employee
is employed by the Company or a parent or Subsidiary of the
Company at the time of the exercise (or was so employed not
more than three months before the time of the exercise) and
has been employed by the Company or a Parent or Subsidiary of
the Company at all times
<PAGE> 5
since the Date of Grant. If an employee's employment is
terminated other than by reason of his Disability or death at
a time when the employee holds an Incentive Stock Option that
is exercisable (in whole or in part), the employee may
exercise any or all of the exercisable portion of the
Incentive Stock Option (to the extent exercisable on the date
of termination) within three months after the employee's
termination of employment. If an employee's employment is
terminated by reason of his Disability at a time when the
employee holds an Incentive Stock Option that is exercisable
(in whole or in part), the employee may exercise any or all of
the exercisable portion of the Incentive Stock Option (to the
extent exercisable on the date of Disability) within one year
after the employee's termination of employment. If an
employee's employment is terminated by reason of his death at
a time when the employee holds an Incentive Stock Option that
is exercisable (in whole or in part), the Incentive Stock
Option may be exercised (to the extent exercisable on the date
of death) within one year after the employee's death by the
person to whom the employee's rights under the Incentive Stock
Option shall have passed by will or by the laws of descent and
distribution.
(iii) An Incentive Stock Option by its terms, shall be
exercisable in any calendar year only to the extent that the
aggregate Fair Market Value (determined at the Date of Grant)
of the Company Stock with respect to which incentive stock
options are exercisable for the first time during the calendar
year does not exceed $100,000 (the "Limitation Amount").
Incentive Stock Options granted under the Plan and similar
incentive options granted under all other plans of the Company
and any Parent or Subsidiary of the Company shall be
aggregated for purposes of determining whether the Limitation
Amount has been exceeded. The Board may impose such conditions
as it deems appropriate on an Incentive Stock Option to ensure
that the foregoing requirement is met. If Incentive Stock
Options that first become exercisable in a calendar year
exceed the Limitation Amount, the excess Options will be
treated as Nonstatutory Stock Options to the extent permitted
by law.
(d) The Committee may, in its discretion, grant Options which
by their terms become fully exercisable upon a Change of Control,
notwithstanding other conditions on exercisability in the stock option
agreement.
7. Method of Exercise of Options.
(a) Options may be exercised by the Participant giving written
notice of the exercise to the Company, stating the number of shares the
Participant has elected to purchase under the Option. In the case of the
purchase of shares under an Option, such notice shall be effective only if
accompanied by the exercise price in full in cash; provided that if the terms of
an Option so permit, the Participant (i) may deliver, or cause to be withheld
from the Option Shares, shares of Company Stock (valued at their Fair Market
Value on the date of exercise) in satisfaction of all or any part of the
exercise price, or (ii) deliver an interest bearing promissory note, payable to
the Company, in payment of all or part of the exercise price together with such
collateral as may be required by the Committee at the time of exercise. The
interest rate under any such promissory note shall be equal to the minimum
interest rate required at the time to avoid imputed interest to the Participant
under the Code.
(b) The Company may place on any certificate representing
Company Stock issued upon the exercise of an Option any legend deemed desirable
by the Company's counsel to comply with Federal or state securities laws, and
the Company may require of the Participant a customary written indication of his
investment intent. Until the Participant has made any required payment,
including any applicable withholding taxes, and has had issued to him a
certificate for the shares of Company Stock acquired, he shall possess no
shareholder rights with respect to the shares.
(c) As an alternative to making a cash payment to the company
to satisfy his tax withholding obligations, if the Option agreement so provides,
the Participant may, subject to the provisions set forth below, elect to (i)
deliver shares of already owned Company Stock or (ii) have the Company retain
that number of shares of Company Stock that would satisfy applicable Federal,
state and local tax liabilities required to be withheld by the Company from the
Participant arising in the year of its exercise upon the exercise of a
Nonstatutory Stock Option. The Committee shall have sole discretion to approve
or disapprove any such election.
<PAGE> 6
8. Nontransferability of Awards and Options. Incentive Stock Options by
their terms, shall not be transferable or assignable by the Participant except
by will or by the laws of descent and distribution and shall be exercisable,
during the Participant's lifetime, only by the Participant or by his guardian or
legal representative. Nonstatutory Stock Options by their terms, shall not be
transferable or assignable by the Participant except by will or by the laws of
descent and distribution or pursuant to a qualified domestic relations order as
defined by the Code, Title I of the Employee Retirement Income Security Act, or
the rules thereunder, and shall be exercisable, during the Participant's
lifetime, only by the Participant or by his guardian or legal representative.
9. Effective Date of the Plan. This Plan shall be effective on March
31, 1993 and shall be submitted to the shareholders of the Company for approval.
Until (i) the Plan has been approved by the Company's shareholders, and (ii) the
requirements of any applicable state securities laws have been met, no Option
shall be exercisable.
10. Termination, Modification, Change. If not sooner terminated by the
Board, this Plan shall terminate at the close of business on March 30, 2003. No
Awards shall be made under the Plan after its termination. The Board may
terminate the Plan or may amend the Plan in such respects as it shall deem
advisable; provided, that in the event the Company registers its stock under
section 12 of the Securities Exchange Act of 1934, as amended, and thereby
becomes a "Public Company", no change shall be made that would result in the
Plan no longer being in compliance with Rule 16b-3, as promulgated under the
Securities Exchange Act of 1934, as amended, as such rule may be amended from
time to time, or with any successor of the rule or other comparable regulatory
requirement. The company will use its best efforts to maintain the Plan and to
assure that options are granted and exercised under the Plan in accordance with
Rule 16b-3, including, without limitation, the seeking of any appropriate
modifications or amendments to the Plan and all requisite approvals and consents
of the same. No changes to the Plan shall be made which increases the total
number of shares of Company Stock reserved for issuance pursuant to Awards
granted under the Plan (except pursuant to Section 11), expands the class of
persons eligible to receive Awards, or materially increases the benefits
accruing to Participants under the Plan, unless such change is authorized by the
shareholders of the Company. A termination or amendment of the Plan shall not,
without the consent of the Participant, detrimentally affect a Participant's
rights under an Award previously granted to him.
11. Change in Capital Structure.
(a) In the event of a stock dividend, stock split or
combination of shares, recapitalization or merger in which the Company is the
surviving corporation or other change in the Company's capital stock (including,
but not limited to, the creation or issuance to shareholders generally of
rights, options or warrants for the purchase of common stock or preferred stock
of the Company), the number and kind of shares of stock or securities of the
Company to be subject to the Plan and to Options then outstanding or to be
granted thereunder, the maximum number of shares or securities which may be
delivered under the Plan, the exercise price and other relevant provisions shall
be appropriately adjusted by the Committee, whose determination shall be binding
on all persons. If the adjustment would produce fractional shares with respect
to any unexercised Option, the committee may adjust appropriately the number of
shares covered by the Option so as to eliminate the fractional shares.
(b) If the Company is a party to a consolidation or a merger
in which the Company is not the surviving corporation, a transaction that
results in the acquisition of substantially all of the Company's outstanding
stock by a single person or entity, or a sale or transfer of substantially all
of the Company's assets, the Committee may take such actions with respect to
outstanding Awards as the Committee deems appropriate.
(c) Notwithstanding anything in the Plan to the contrary, the
Committee may take the foregoing actions without the consent of any Participant,
and the Committee's determination shall be conclusive and binding on all persons
for all purposes.
12. Administration of the Plan. The Plan shall be administered by the
Committee consisting of not less than two directors of the Company, who shall be
appointed by the Board. In the event the Company becomes a Public Company, then
the Committee shall be so constituted as to permit the plan to comply with Rule
16b-3 as defined in section 10 above. The Committee shall have general authority
to impose any limitation or condition upon an Award the Committee deems
appropriate to achieve the objectives of the Award and the Plan and, in
addition, and without limitation and in addition to powers set forth elsewhere
in the Plan, shall have the following specific authority:
<PAGE> 7
(a) The Committee shall have the power and complete discretion
to determine (i) which eligible participants shall receive an Award, (ii) the
number of shares of Company Stock to be covered by each Award, (iii) whether
Options shall be Incentive Stock Options or Nonstatutory Stock Options, (iv) the
fair market value of Company Stock, (v) the time or times when an Award shall be
granted, (vi) whether an Award shall become vested over a period of time and
when it shall be fully vested, (vii) when options may be exercised, (viii)
whether a Disability exists, (ix) the manner in which payment will be made upon
the exercise of Options, (x) conditions relating to the length of time before
disposition of Company Stock received upon the exercise of Options is permitted,
(xi) whether to approve a Participant's election (x) to deliver shares of
already owned Company Stock to satisfy tax liabilities arising upon the exercise
of a Nonstatutory Stock Option or (y) to have the Company withhold from the
shares to be issued upon the exercise of a Nonstatutory Stock Option that number
of shares necessary to satisfy tax liabilities arising from such exercise, (xii)
notice provisions relating to the sale of Company Stock acquired under the Plan,
and (xiii) any additional requirements relating to Awards that the Committee
deems appropriate. Notwithstanding the foregoing, no "tandem stock options"
(where two stock options are issued together and the exercise of one option
affects the right to exercise the other option) may be issued in connection with
Incentive Stock Options. The Committee shall also have the power to amend the
terms of previously granted Awards so long as the terms as amended are
consistent with the terms of the Plan and provided that the consent of the
Participant is obtained with respect to any amendment that would be detrimental
to him.
(b) Administrative discretion regarding the selection of any director
of the Corporation to whom options may be granted pursuant to this Plan, or the
determination of the number of shares of common stock which may be allocated
under such options, will be exercised by a Committee of two or more directors
having full authority to act in the matter, all of whom must be, if the
Corporation is a Public Company, Disinterested (as that term is defined in Rule
16b-3). Administrative discretion regarding the selection of any officer of the
Corporation (who is not a director) to whom options may be granted pursuant to
this Plan once the Corporation becomes a Public Company, or the determination of
the number of shares of common stock which may be allocated under such options,
will be exercised by (a) the Board of Directors, if each of its members is
Disinterested, or (b) a committee of two or more directors, all of whom are
Disinterested.
(c) The Committee may adopt rules and regulations for carrying
out the Plan. The interpretation and construction of any provision of the Plan
by the Committee shall be final and conclusive. The Committee may consult with
counsel, who may be counsel to the Company, and shall not incur any liability
for any action taken in good faith in reliance upon the advice of counsel.
(d) A majority of the members of the Committee shall
constitute a quorum, and all actions of the Committee shall be taken by a
majority of the members present. Any action may be taken by a written instrument
signed by all of the members, and any action so taken shall be fully effective
as if it had been taken at a meeting.
13. Notice. All notices and other communications required or permitted
to be given under this Plan shall be in writing and shall be deemed to have been
duly given if delivered personally or mailed first class, postage prepaid, as
follows (a) if to the Company - at its principal business address to the
attention of the Treasurer; (b) if to any Participant - at the last address of
the Participant known to the sender at the time the notice or other
communication is sent.
14. Interpretation. The terms of this Plan are subject to all present
and future regulations and rulings of the Secretary of the Treasury or his
delegate relating to the qualification of Incentive Stock Options under the
Code. If any provision of the Plan conflicts with any such regulation or ruling,
then that provision of the Plan shall be void and of no effect.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed as
of the 25th day of March, 1993.
FIRST FINANCIAL CORPORATION
By: /s/ David Major
------------------------------------
Date Plan Adopted by Board of Directors: March 31, 1993
Date Plan Approved by Stockholders: April 15, 1993
<PAGE> 1
EXHIBIT 10.2
FIRST FINANCIAL CORPORATION
REGISTRATION STATEMENT ON FORM 8-A
EXHIBIT 10.2
FIRST FINANCIAL CORPORATION
1996 DIVIDEND REINVESTMENT PLAN
<PAGE> 2
FIRST FINANCIAL CORPORATION
1996 DIVIDEND REINVESTMENT PLAN
JUNE 1, 1996
TABLE OF CONTENTS
<TABLE>
<S> <C>
1. Certain Terms and Definitions........................................................................... 4
2. Eligibility............................................................................................. 5
3. Election to Participate; Account Authorization Form..................................................... 5
4. Participant Accounts.................................................................................... 6
5. Cash Dividends, Purchases, Etc.......................................................................... 6
6. Timing of Dividends..................................................................................... 6
7. Limitations on Purchases, Etc........................................................................... 7
8. Joining the Plan; the Account Authorization Form..........................................................7
9. Notice of Purchases..................................................................................... 7
10. Nominee Name(s), Book Entry, Etc........................................................................ 7
11. Tax Matters............................................................................................. 8
12. Proxy Materials, Votes, Etc............................................................................. 8
13. Termination by Participant.............................................................................. 8
14. Loss of Eligibility..................................................................................... 8
15. Notices, Changes of Address, Etc........................................................................ 8
16. No Pledges, Etc......................................................................................... 9
17. Costs of Administration................................................................................. 9
18. Discretion of Plan Administrator, Etc................................................................... 9
19. Hold Harmless, Etc...................................................................................... 9
20. Plan Administrator Acting As Agent, Etc................................................................. 9
21. Termination............................................................................................. 9
22. Governing Law........................................................................................... 10
</TABLE>
<PAGE> 3
FIRST FINANCIAL CORPORATION
1996 DIVIDEND REINVESTMENT PLAN
JUNE 1, 1996
This is the First Financial Corporation 1996 Dividend Reinvestment Plan
("Plan"). The purpose of the Plan is to provide the holders of record of at
least one whole share of the common voting stock, $2.50 par value (the "Common
Stock"), of First Financial Corporation, Mt. Juliet, Tennessee (the "Company")
with a simple and convenient method of investing cash dividends in shares of the
Common Stock of the Company. The Plan has the following terms and conditions:
1. CERTAIN TERMS AND DEFINITIONS. The following terms and definitions
apply to the Plan:
a. "Act" means the Securities Exchange Act of 1934, as amended.
b. "Average Trade Value" means the weighted average of the three
most recent transactions in the Common Stock as known to the
Company's Chief Executive Officer. However, for a particular
transaction to be included in the Average Trade Value in
respect of the next payment of cash dividends, the
transactions must have occurred and the price per share
communicated to the attention of the Plan Administrator at
least fifteen (15) days prior to the Dividend Record Date and
must not be subject to certain other limitations as set in
this Plan and in the Question and Answer Format.
c. "Book Value" means the book value per share as reasonably
determined by the Board of Directors (or by a formula
established by the Board). Such Book Value shall be as of the
most recent calendar month end next preceding the applicable
Dividend Record Date.
d. "Certificate" means a stock certificate evidencing shares of
the Common Stock.
e. "Commission" means the United States Securities and Exchange
Commission.
f. "Common Stock" means the common voting stock, $2.50 par value,
of the Company.
g. "Company" means First Financial Corporation, a registered bank
holding company with offices in Mt. Juliet, Tennessee.
h. "Dividend Payment Date" means the dates on which cash
dividends on the Company's Common Stock are paid to the Plan
Administrator.
i. "Dividend Record Date" means each of the record dates
established by the Company's Board of Directors as the record
date for the payment of cash dividends on the Company's Common
Stock.
j. "Effective Date" means the date that the Plan is effective,
which is June 1, 1996, unless delayed by the Plan
Administrator at the Company's request.
k. "Eligible Holder" or "Eligible Participant" means a holder of
at least one whole share of Common Stock.
l. The "Estimated Market Price" is the price at which shares of
the Common Stock will be purchased by the Plan. Because the
Common Stock is not traded on any recognized or established
securities market or exchange, the Plan Administrator must
establish a price to be paid for purchases under the Plan.
<PAGE> 4
Accordingly, under the Plan, the price to be paid for shares
of the Common Stock to be purchased into the Plan will be the
greater of the Average Trade Value or the Book Value. Gifts
and transfers deemed not to be at arms-length may be, but are
not required to be, ignored by the Plan Administrator. Only
transactions that the Plan Administrator deems clear and
reliable as to actual stock price will be included.
m. "Investment Date" means the first business day of each month
following the payment of a cash dividend, which is the date
that any cash dividends on shares of Common Stock will be
applied to the purchase of additional shares of Common Stock
pursuant to the Plan. Although participants will become owners
of the shares purchased for them under the Plan on the
Investment Date, for Federal and state income tax purposes,
the holding period is expected to commence on the day
following the Investment Date.
n. "Participant" means an Eligible Holder whose Account
Authorization Form has been received by the Plan
Administrator.
o. "Person" means any person or entity, including any
corporation, partnership, government agency, business trust,
or other legal entity of any nature.
p. "Plan" means the First Financial Corporation 1996 Dividend
Reinvestment Plan.
q. "Plan Administrator" means First Financial Corporation or its
designee.
r. "Plan Shares" mean any shares held in the Plan.
s. "Securities Act" means the Securities Act of 1933, as amended.
2. ELIGIBILITY. All record holders of a one or more whole shares of the
Common Stock of the Company are eligible to participate in the Plan (an
"Eligible Participant"). Beneficial owners of Common Stock whose shares are held
for them in registered names other than their own, such as in the names of
brokers, bank nominees or trustees, can participate in the Plan if they either
arrange for the holder of record to join the Plan or have the shares they wish
to enroll for participation in the Plan transferred to their own names.
3. ELECTION TO PARTICIPATE; ACCOUNT AUTHORIZATION FORM. Any Eligible
Participant may elect to become a participant in the Plan ("Participant") by
returning to First Financial Corporation as Plan Administrator ("Plan
Administrator") a properly completed Account Authorization Form as attached
hereto. The completed Account Authorization Form appoints First Financial
Corporation as agent in the capacity of Plan Administrator for the Participant
and:
(a) authorizes the Company to pay to the Plan Administrator
for the Participant's account all cash dividends payable on the Common
Stock registered in the Participant's name;
(b) authorizes the Plan Administrator as agent to retain for
credit to the Participant's account any cash dividends and any shares
of Common Stock distributed as a non-cash dividend or otherwise on the
shares of Common Stock purchased pursuant to the Plan ("Plan Shares")
and credited to the Participant's account and to distribute to the
Participant any other non-cash dividend paid on such Plan Shares; and
(c) authorizes the Plan Administrator as agent to apply cash
dividends to the purchase of shares of Common Stock in accordance with
the terms and conditions of the Plan.
4. PARTICIPANT ACCOUNTS. After receipt of a properly completed Account
Authorization Form, the Plan Administrator will open an account under the Plan
as Plan Administrator and agent for the Participant or in the Participant's name
on the stock records of the Company and will credit to such account:
<PAGE> 5
(a) all cash dividends received by the Plan Administrator from
the Company on shares of Common Stock registered in the Participant's
name, commencing with the first such dividends paid after receipt of
the Account Authorization Form by the Plan Administrator, provided that
the Account Authorization Form is received at least fifteen (15) days
prior to the Dividend Record Date:
(b) all full Plan Shares purchased for the Participant's
account after making appropriate deduction for the purchase price of
such shares;
(c) all cash dividends received by the Plan Administrator on
any full Plan Shares credited to Participant's account; and
(d) any shares of Common Stock distributed by the Company as a
dividend or otherwise on Plan Shares credited to the Participant's
account.
5. CASH DIVIDENDS, PURCHASES, ETC. Cash dividends credited to a
Participant's account will be applied to the purchase of whole shares of Common
Stock of the Company. The price at which the Plan Administrator shall be deemed
to have acquired shares for the Participant's account shall be Estimated
Purchase Price paid in connection with each cash dividend. A Participant's
account will NOT be credited with fractional shares under any circumstances. The
Plan Administrator will make every reasonable effort to reinvest all dividends,
and to pay to the Participant any unused cash, promptly after receipt. All
dividends will be held pending investment in a non-interest bearing account
maintained by the Plan Administrator. If whole shares are not available for
purchase under the terms of this Plan, the uninvested cash dividends will be
distributed to Plan participants forty-five (45) days after the Dividend Payment
Date.
All holders of the Company's Common Stock who own at least one whole
share of the Common Stock are eligible to participate in the Plan (an "Eligible
Shareholder"). Shareholders may participate with respect to less than all of
their shares, in which case they should enter the percentage of their shares as
to which they wish to participate on the Account Authorization Form. If no
designation is made as to the percentage of shares, all shares (100%) will be
deemed included. However, a Participant may change the percentage of shares
designated, or withdraw from the Plan at any time prior to fifteen (15) days
before the next succeeding Dividend Record Date.
Shareholders not wishing to participate in the Plan need take no action
to elect not to participate. Unless an Account Authorization Form is actually
received by the Plan Administrator, the Shareholder will not be deemed to be a
Participant until after such time as an Account Authorization Form is actually
received by the Plan Administrator.
6. TIMING OF DIVIDENDS. Of course, the frequency and timing of
dividends, and the dates on which any dividends may actually be declared and/or
paid, may vary from time to time. There is no assurance that cash (or any other)
dividends will be declared in the future.
7. LIMITATIONS ON PURCHASES, ETC. Although an Eligible Shareholder may
join the Plan at any time, there are limitations as to participation in
particular cash dividends. Thus if an Account Authorization Form specifying
reinvestment of dividends is received by the Plan Administrator at least fifteen
(15) days before the record date established for payment of a particular
dividend (the "Dividend Record Date"), reinvestment will commence with the next
cash dividend payment. If, instead, the Account Authorization Form is received
after less than fifteen (15) days prior to the Dividend Record Date, the
reinvestment of cash dividends through the Plan will begin with the next
succeeding dividend if and when declared and paid.
Further, although a Shareholder may join in the Plan at any time, the
Plan Administrator will not purchase shares for such Participant's account if
the cash dividends being paid to the Shareholder in connection with the Shares
that the Participant has enrolled in the Plan if such a purchase would result in
the purchase of a fractional share. Thus, if the amount of a cash dividend being
paid to a Participant is less than the amount required to purchase a single
share, the Plan Administrator will not make any purchase with such dividend but
will, rather, pay the entire cash dividend amount to the Participant. In that
case, the Participant will receive the cash dividend but will not experience any
increase in such Participant's share ownership. If the amount of cash dividend
being paid to a Participant's account exceeds the exact amount needed to buy one
or more shares at the price being paid at the time for shares, then the excess
over such exact
<PAGE> 6
amount will be paid to the Participant in cash and not used to purchase shares.
IN NO EVENT WILL FRACTIONAL SHARES BE PURCHASED BY THE PLAN ADMINISTRATOR OR
ISSUED TO ANY PARTICIPANT. No interest will be paid for cash held in the Plan
pending its return to the Participants as their interests may appear.
8. JOINING THE PLAN; THE ACCOUNT AUTHORIZATION FORM. An eligible
Shareholder may join in the Plan by signing the Account Authorization Form and
returning it to the Plan Administrator. A postage-paid envelope is provided for
this purpose. One Account Authorization Form is enclosed with this Prospectus
and additional forms may be obtained at any time by written request to the FFC
Plan Administrator, at the Company's address and telephone number: Attention:
FFC Plan Administrator, P.O. Box 355, Mt. Juliet, Tennessee 37122-0355;
Telephone: (615) 754-2265.
Dividends paid other than in the form of cash (such as dividends of
shares of the Common Stock) are made outside the Plan.
9. NOTICE OF PURCHASES. The Plan Administrator will mail to each
Participant as soon as practicable a statement confirming each purchase of
Common Stock made for his account.
10. NOMINEE NAME(S), BOOK ENTRY, ETC. The Plan Administrator may hold
the Plan Shares of all Participants together in its name, in the name of its
nominee or may register them as uncertificated shares on the stock records of
the Company. No certificates will be delivered to a Participant for Plan Shares
except upon written request or upon termination of the account. No purchases
will be made of, and no certificates will be delivered for, fractional shares.
Accounts under the Plan will be maintained in the name in which the
Participant's certificates are registered when the Participant enrolls in the
Plan, and certificates for full shares will be similarly registered when issued
to the Participants. Certificates will be issued and registered in names other
than the account name, subject to compliance with applicable laws and payment by
the Participant of any applicable fees and taxes, provided that the Participant
makes a written request therefor in accordance with the usual requirements of
the Company for the registration of a transfer of the Common Stock of the
Company.
11. TAX MATTERS. It is understood that the automatic reinvestment of
dividends does not relieve the Participant of any income tax which may be
payable on such dividends. The Plan Administrator will comply with all
applicable Internal Revenue Service requirements concerning the filing of
information returns for dividends credited to each account under the Plan and
such information will be provided to the Participants by a duplicate of that
form or in a final statement of account for each calendar year. The Plan
Administrator is deemed to be authorized to comply with all applicable Internal
Revenue Service requirements. ALL PARTICIPANTS ARE REFERRED TO THEIR OWN TAX,
ACCOUNTING, LEGAL AND OTHER ADVISORS FOR TAX, LEGAL, INVESTMENT, ACCOUNTING OR
OTHER ADVICE. NONE OF THE COMPANY, THE PLAN, OR THE PLAN ADMINISTRATOR IS
AUTHORIZED TO OFFER ANY SUCH ADVICE TO ANY PERSON OR ENTITY AT ANY TIME AND ANY
ADVICE BY ANY PERSON OR ENTITY IS HEREBY EXPRESSLY DISCLAIMED BY THE PLAN, THE
PLAN ADMINISTRATOR, AND THE COMPANY.
12. PROXY MATERIALS, VOTES, ETC. The Plan Administrator will forward,
as soon as practicable, any proxy solicitation materials to the Participants. If
the shares purchased through the Plan are not voted directly by the Participant,
the Plan Administrator will vote any Plan Shares that it holds for the
Participant's account in accordance with the Participant's directions. If a
Participant does not return a signed proxy, the Plan Administrator will not vote
such shares.
13. TERMINATION BY PARTICIPANT. A Participant may terminate the
Participant's account at any time by giving a written notice of termination to
the Plan Administrator. Any such notice of withdrawal received by the Plan
Administrator less than fifteen (15) days prior to a dividend record date will
not become effective until dividends paid on the dividend payment date have been
invested. The Company may terminate the Plan at any time. Participants will be
notified of any suspension, termination or any modification which materially
affects their rights under the Plan.
In all terminations or withdrawals, interests held in the Participant's
account and not otherwise aggregated and sold will be paid for in cash to the
Participant in an amount equal to the Estimated Market Price as of the most
recent calendar month end.
<PAGE> 7
14. LOSS OF ELIGIBILITY. If at any time a Participant ceases to be a
record holder of a minimum of at least one whole share of Common Stock of
record, the Plan Administrator will notify the Participant of that fact and
permit the Participant thirty (30) calendar days to notify the Plan
Administrator that the Participant has obtained such whole share in the
Participant's name of record. Unless this time frame is met, the Plan
Administrator will terminate the Participant's account and distribute any full
shares held in his account in the Plan plus any cash (such as from a recent sale
or from a recent cash dividend).
15. NOTICES, CHANGES OF ADDRESS, ETC. The Participant shall notify the
Plan Administrator promptly in writing of any change in address. Notices or
statements from the Plan Administrator to the Participant may be given or made
by letter addressed to the Participant at his last address of record with the
Plan Administrator, and any such notice or statement shall be deemed given or
made when received by the Participant or five days after mailing whichever
occurs first.
16. NO PLEDGES, ETC. The Participant shall not sell, pledge,
hypothecate, assign or transfer any Plan Shares held for his account by the Plan
Administrator, nor shall the Participant have any right to draw checks or drafts
against his account. The Plan Administrator has no obligation to follow any
instructions of the Participant with respect to the Plan Shares or any cash held
in his account except as expressly provided under the terms and provisions of
this Plan.
17. COSTS OF ADMINISTRATION. The Company will pay the cost of
administering the Plan, including but not limited to the cost of printing and
distributing Plan literature to record holders of at least one whole share of
the Company's Common Stock, forwarding proxy solicitation materials to
Participants, and mailing confirmations of account transactions, account
statements and other notices to Participants and reasonable clerical expenses
associated therewith. Expenses not related to the Plan, such as an individual
Participant's costs of enrolling her or his own Individual Retirement Account in
the Plan, will NOT be paid by the Plan.
18. DISCRETION OF PLAN ADMINISTRATOR, ETC. A determination made by the
Plan Administrator shall be final and binding on the Plan and the Plan
Participants unless determined by a court of competent jurisdiction to have been
made maliciously and in violation of either applicable law and/or the Plan
itself.
19. HOLD HARMLESS, ETC. Neither the Plan Administrator, nor the
Company's Chairman, nor its nominee(s) shall be liable hereunder for any act or
omission to act by the Company or for any action taken in good faith or for any
good faith omission to act, including, without limitation, any claims of
liability (a) arising out of failure to terminate the Participant's account upon
the Participant's death prior to receipt of written notice of such death
accompanied by documentation satisfactory to the Plan Administrator; or (b) with
respect to the prices at which Plan Shares are either purchased or sold for the
Participant's account or the timing of, or terms on which, such purchases or
sales are made; or (c) for the market value or fluctuations in market value
after purchase of Plan Shares credited to the Participant's account. The Company
further agrees to indemnify and hold harmless the Plan Administrator and its
nominee(s) from all taxes, charges, expenses, assessments, claims and
liabilities, and any cost incident thereto, arising under federal or state law
from the Plan Administrator's or the Company's acts or omissions to act in
connection with this Plan; provided that neither the Plan Administrator nor its
nominee(s) shall be indemnified against any liabilities or costs incident
thereto arising out of the Plan Administrator's or its nominee's own willful
misfeasance, bad faith, gross negligence or reckless disregard of its duty under
this Plan.
20. PLAN ADMINISTRATOR ACTING AS AGENT, ETC. It is understood that all
purchases of Common Stock pursuant to the Plan will be made by the Plan
Administrator as the agent of the Participant and that neither the Company nor
any of its affiliates shall have any authority or power to direct the time and
price at which securities may be purchased pursuant to the Plan, the amount of
securities to be purchased, or to direct the selection of any broker or dealer
through whom purchases are to be made.
21. TERMINATION OF THE PLAN, ETC. The Plan Administrator or the Company
may terminate, modify, suspend, or otherwise change or discontinue the Plan at
any time by written notice to the Participant. The Company, in its discretion,
may at any time appoint another entity to serve as Plan Administrator. The terms
and conditions of this Plan may be amended by the Company at any time by mailing
of an appropriate notice at least thirty days prior to the effective
<PAGE> 8
date thereof to the Participant at his last address of record with the Plan
Administrator.- No waiver or modification of the terms or conditions of the Plan
shall be deemed to be made by the Company unless in writing signed by an
authorized representative of the Company, and any waiver or modification shall
apply only to the specific instance involved.
22. GOVERNING LAW. This Plan, the Account Authorization Form
incorporated herein and made a part hereof, and the accounts of Participants
maintained by the Plan Administrator under this Plan shall be governed by and
construed in accordance with the laws of the State of Tennessee. In addition,
the Plan is hereby amended to conform to the requirements of the Exchange Act
and the Securities Act.
23. ABSENCE OF INSURANCE COVERAGE. Securities held pursuant to the Plan
are not insured pursuant to the Federal Deposit Insurance Act, the Securities
Investor Protection Act, or by any other Person or act.
24. QUESTIONS AND ANSWER FORMAT. The Question and Answer format
attached hereto as Exhibit A is incorporated herein by reference and, where
different from this Plan, the terms stated in the Question and Answer format
shall govern.
Dated: June 1, 1996
