As filed with the Securities and Exchange Commission on December 4,
1998 Registration No. 33-_______
____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________
MNB BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 48-1120026
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer
Identification No.)
__________________
800 Poyntz Avenue
Manhattan, Kansas 66502-0031
(Address of principal executive offices)
__________________
MNB BANCSHARES, INC.
1998 STOCK INCENTIVE PLAN
(Full title of the plan)
__________________
Patrick L. Alexander
President and Chief Executive Officer
MNB Bancshares, Inc.
800 Poyntz Avenue
Manhattan, Kansas 66502-0031
(Name and address of agent for service)
(913) 565-2000
(Telephone number, including area code, of agent for service)
With copies to:
John E. Freechack, Esq.
Douglas J. Tucker, Esq.
Barack Ferrazzano Kirschbaum Perlman & Nagelberg
333 West Wacker Drive, Suite 2700
Chicago, Illinois 60606
(312) 984-3100
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Amount to be
Registered(1)
Proposed Maximum
Offering Price
per Share(2)
Proposed Maximum
Aggregate
Offering Price(1)(2)
Amount of
Registration Fee(2)
Common Stock, Par Value $0.01 per share
100,000
$13.50
$1,350.00
$375.30
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also registers
such indeterminate number of additional shares as may be issuable under
the MNB Bancshares, Inc. 1998 Stock Incentive Plan (the "Plan") in
connection with share splits, share dividends or similar transactions.
(2) Estimated pursuant to Rule 457(h) under the Act, solely for the
purpose of calculating the registration fee, based upon the average of the
high and low prices for the Registrant's Common Stock as reported on the
Nasdaq National Market on the most recent day a trade occurred.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-
8 will be sent or given to participants in the MNB Bancshares, Inc. 1998
Stock Incentive Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act.
Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by MNB
Bancshares, Inc. (the "Company") with the Commission are hereby
incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K (the "Annual
Report") filed by the Company (SEC File No. 0-21878) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with
the Commission on March 31, 1998.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in (a) above.
(c) The description of the Company's Common Stock set forth on
Form 8-A filed by the Company with the Commission.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing
of such documents. Any statement contained in the documents
incorporated, or deemed to be incorporated, by reference herein or therein
shall be deemed to be modified or superseded for purposes of this
Registration Statement and the prospectus which is a part hereof (the
"Prospectus") to the extent that a statement contained herein or therein or
in any other subsequently filed document which also is, or is deemed to
be, incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement and the Prospectus.
Item 4. Description of Securities.
Not applicable. See Item 3(c) above.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under its Certificate of Incorporation, as amended, the Registrant shall, to
the full extent permitted by the General Corporation Law of the State of
Delaware, indemnify each person who is or was a director or officer of the
Registrant against any liability, cost or expense incurred by him in his
capacity as a director or officer or arising out of his status as a director or
officer.
In addition, the Delaware Law permits a corporation to purchase and
maintain, on behalf of its directors and officers, insurance against liability
incurred in their capacities as such, regardless of whether the corporation
would have the power to indemnify against such liability under the
Delaware law. The Registrant currently maintains such directors' and
officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement to include: (i)
any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and (iii) any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement, provided however, that provisions (i) and (ii) of this
undertaking are inapplicable if the information to be filed thereunder is
contained in periodic reports filed by the Company pursuant to Sections 13
or 15(d) of the Exchange Act and incorporated by reference into the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provision, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant of expenses incurred or paid by a director, officer
or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Manhattan, Kansas on October
21, 1998.
MNB BANCSHARES, INC.
By:/s/Patrick L. Alexander
Patrick L. Alexander
President and Chief Executive Officer
By:/s/Susan E. Roepke
Susan E. Roepke
Vice President, Secretary, Treasurer
and Chief Financial Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Patrick L. Alexander and Susan E.
Roepke, and each of them, his true and lawful attorney-in-fact and agent,
each with full power of substitution and re-substitution, for them and in
their name, place and stead, in any and all capacities to sign any or all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or any of them, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by each of the following persons
in the capacities indicated on the dates indicated below on October 21,
1998.
Signature
Title
/s/ Patrick L. Alexander
Patrick L. Alexander
President, Chief Executive Officer and Director
/s/ Susan E. Roepke
Susan E. Roepke
Vice President, Secretary, Treasurer, Chief Financial
Officer and Director
/s/ Brent A. Bowman
Brent A. Bowman
Chairman of the Board
/s/ Joseph L. Downey
Joseph L. Downey
Director
/s/ Charles D. Green
Charles D. Green
Director
/s/ Vernon C. Larson
Vernon C. Larson
Director
/s/ Jerry R. Pettle
Jerry R. Pettle
Director
/s/ Donald J. Wissman
Donald J. Wissman
Director
MNB BANCSHARES, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Exhibit No. Description Incorporated Filed Sequential
Herein by Herewith Page No.
Reference To
4.1 Certificate of Exhibit 3.1 of
Incorporation of the Form S-1
MNB Bancshares, Registration
Inc. Statement, as amended,
filed with the
Commission on
September 3, 1992
(Registration No.
33-51710)
4.2 Certificate of X --
Amendment of the
Certificate of
Incorporation of
MNB Bancshares, Inc.
4.3 Bylaws of MNB Exhibit 3.2 of the
Bancshares, Inc. Form s-1 Registration
Statement, as amended,
filed with the Commission
on September 3, 1992
(Registration No. 33-51710)
5.1 Opinion of Barack X --
Ferrazzano Kirschbaum
Perlman & Nagelberg
23.1 Consent of KPMG Peat X --
Marwick LLP
24.1 Power of Attorney Included on
Signature Page
to this Registration
Statement
99.1 MNB Bancshares, Inc. X --
1998 Stock Incentive Plan
</TABLE>
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
MNB BANCSHARES, INC.
MNB Bancshares, Inc. (hereinafter called the
"Corporation"), a corporation organized and
existing under and by virtue of the General
Corporation Law of the State of Delaware,
does hereby certify that:
1. The name of the Corporation is: MNB Bancshares, Inc.
2. The first sentence of Articles Fourth of the Certificate
of Incorporation of the Corporation is hereby amended to
read in its entirety as follows:
ARTICLE FOURTH: The total number of shares of stock
which this corporation shall have authority to issue
is three million (3,000,000) shares of common stock,
par value $.01 per share, and two hundred thousand
(200,000) shares of serial preferred stock, par value
$.01 per share.
3. The amendment of the Certificate of Incorporation
herein certified has been duly adopted in accordance
with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
Dates as of the 18th day of May, 1998.
MNB BANCSHARES, INC.
By: /s/Patrick L. Alexander
President and Chief Executive Officer
December 1, 1998
MNB Bancshares, Inc.
800 Poyntz Avenue
Manhattan, Kansas 66502-0031
Ladies and Gentlemen:
We have acted as special counsel to MNB Bancshares, Inc., a
Delaware corporation (the "Company"), in connection with the proposed
offering of 100,000 shares of its common stock, $.01 par value ("Common
Shares"), pursuant to the Company's 1998 Stock Incentive Plan (the
"Offering") as described in the Form S-8 Registration Statement to be filed
with the Securities and Exchange Commission (the "SEC") on or about
December 3, 1998 (the "Registration Statement"). Capitalized terms used,
but not defined, herein shall have the meanings given such terms in the
Registration Statement. You have requested our opinion concerning certain
matters in connection with the Offering.
We have made such legal and factual investigation as we deemed
necessary for purposes of this opinion. In our investigation, we have
assumed the genuineness of all signatures, the proper execution of all
documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as copies and the authenticity of
the originals of such copies.
In arriving at the opinions expressed below, we have reviewed and
examined the following documents:
a. the Certificate of Incorporation of the Company filed with
the Secretary of State of the State of Delaware on August 27,
1992, as amended, and the Company's Bylaws, as amended;
b. the Registration Statement, including the prospectus
constituting a part thereof (the "Prospectus");
c. Resolutions of the Board of Directors of the Company (the
"Board") relating to the Offering; and
d. a form of share certificate representing the Common Shares
approved by the Board.
We call your attention to the fact that our firm only requires lawyers
to be qualified to practice law in the State of Illinois and, in rendering the
foregoing opinions, we express no opinion with respect to any laws relevant
to this opinion other than the Securities Act of 1933, as amended, and the
rules and regulations thereunder, the laws and regulations of the State of
Illinois, the General Corporation Law of the State of Delaware and United
States federal law.
Based upon the foregoing, but assuming no responsibility for the
accuracy or the completeness of the data supplied by the Company and
subject to the qualifications, assumptions and limitations set forth herein, it
is our opinion that:
1. The Company has been duly organized and is validly
existing in good standing under the laws of the State of Delaware and has
due corporate authority to carry on its business as it is presently conducted.
2. The Company is authorized to issue up to 3,000,000
Common Shares, of which 1,364,230 Common Shares have been issued and
are presently outstanding prior to the Offering.
3. When the Registration Statement shall have been declared
effective by order of the SEC and the Common Shares to be sold thereunder
shall have been issued and sold upon the terms and conditions set forth in
the Registration Statement, then such Common Shares will be legally
issued, fully paid and non-assessable.
We express no opinion with respect to any specific legal issues other
than those explicitly addressed herein. We assume no obligation to advise
you of any change in the foregoing subsequent to the date of this opinion
(even though the change may affect the legal conclusion stated in this
opinion letter).
We hereby consent (i) to be named in the Registration Statement,
and in the Prospectus, as attorneys who will pass upon the legality of the
Common Shares to be sold thereunder and (ii) to the filing of this opinion as
an Exhibit to the Registration Statement.
Very truly yours,
Barack Ferrazzano
Kirschbaum Perlman
& Nagelberg
The Board of Directors
MNB Bancshares, Inc.
We consent to the incorporation by reference in the
registration statement of Form S-8 of MNB Bancshares,
Inc. of our report, dated January 30, 1998, relating
to the consolidated balance sheets of MNB Bancshares,
Inc. and subsidiaries as of December 31, 1997 and 1996
and the related consolidated statements of earnings,
stockholders' equity and cash flows for each of the
years in the three-year period ended December 31, 1997,
which report appears in the December 31, 1997 annual
report on Form 10-K of MNB Bancshares, Inc.
Kansas City, Missouri
December 2, 1998
MNB BANCSHARES, INC.
1998 STOCK INCENTIVE PLAN
I. Purpose of the Plan
The MNB BANCSHARES, INC., 1998 STOCK INCENTIVE
PLAN (hereinafter referred to as the "Plan") is intended to provide a
means whereby directors, employees, consultants and advisors of MNB
BANCSHARES, INC., and its Related Corporations may sustain a sense
of proprietorship and personal involvement in the continued development
and financial success of the Company, and to encourage them to remain
with and devote their best efforts to the business of the Company, thereby
advancing the interests of the Company and its shareholders.
Accordingly, the Company may permit certain directors, employees,
consultants and advisors to acquire Shares or otherwise participate in the
financial success of the Company, on the terms and conditions established
herein.
II. Definitions
The following terms shall be defined as set forth below:
A. Board. Shall mean the Board of Directors of the Company.
B. Cause. Shall mean the commitment of fraud, the
misappropriation of or intentional material damage to the property or
business of the Company, the substantial failure to fulfill the duties and
responsibilities of a regular position and/or comply with Company
policies, rules or regulations, or the conviction of a felony.
C. Change of Control. Shall mean:
1. the consummation of the acquisition by any person
(as such term is defined in Section 13(d) or 14(d) of
the `34 Act) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the `34
Act) of fifty percent (50%) or more of the combined
voting power of the then outstanding voting
securities of the Company other than through the
receipt of Shares pursuant to the Plan; or
2. the individuals who, as of the date hereof, are
members of the Board cease for any reason to
constitute a majority of the Board, unless the
election, or nomination for election by the
stockholders of the Company, of any new director
was approved by a vote of a majority of the Board,
and such new director shall, for purposes of this
Agreement, be considered as a member of the
Board; or
3. approval by stockholders of the Company of: (1) a
merger or consolidation if the stockholders,
immediately before such merger or consolidation,
do not, as a result of such merger or consolidation,
own, directly or indirectly, more than fifty percent
(50%) of the combined voting power of the then
outstanding voting securities of the entity resulting
from such merger or consolidation in substantially
the same proportion as their ownership of the
combined voting power of the voting securities of
the Company outstanding immediately before such
merger or consolidation; or (2) a complete
liquidation or dissolution or an agreement for the
sale or other disposition of all or substantially all of
the assets of the Company.
Notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because fifty percent (50%) or more of the
combined voting power of the then outstanding securities of the Company
are acquired by: (1) a trustee or other fiduciary holding securities under
one or more employee benefit plans maintained for employees of the
Company; or (2) any corporation which, immediately prior to such
acquisition, is owned directly or indirectly by the stockholders of the
Company in the same proportion as their ownership of stock of the
Company immediately prior to such acquisition.
D. Code. Shall mean the Internal Revenue Code of 1986, and
any amendments thereto.
E. Committee. Shall mean a committee appointed by the
Board in accordance with Section 3 hereof.
F. Company. Shall mean MNB Bancshares, Inc.
G. Compete. Shall mean within a period of one (1) year after
the termination of service, the direct or indirect competition with the
business of the Company and its Related Corporations, including, but not
by way of limitation, the direct or indirect owning, managing, operating,
controlling, financing or serving as an officer, employee, director or
consultant to, or by soliciting or inducing, or attempting to solicit or
induce, any employee or agent of the Company or a Related Corporation
to terminate employment and become employed by any person, firm,
partnership, corporation, trust or other entity which owns or operates, a
business similar to that of the Company and its Related Corporations,
within the counties in which the Company and its Related Corporations is
operating, except with the express prior written consent of the Company.
H. Disability. Shall mean a physical or mental disability
(within the meaning of Section 22(e)(3) of the Code) which impairs the
individual's ability to substantially perform his or her current duties for a
period of at least twelve (12) consecutive months, as determined by the
Committee.
I. ERISA. Shall mean the Employee Retirement Income
Security Act of 1974, and any amendment thereto.
J. Incentive Stock Option. Shall mean an award under the
Plan that satisfies the general requirements of Code Section 422, namely:
(i) grantees must be employees; (ii) the exercise price may not be less than
the fair market value of the underlying Shares at the date of grant; (iii) no
more than $100,000 worth of Shares may become exercisable in any year;
(iv) the maximum duration of an award may be ten (10) years; (v) awards
must be exercised within three (3) months after termination of
employment, except in the event of Disability or death; and (vi) Shares
received upon exercise must be retained for the greater of two (2) years
from the date of grant or one (1) year from the date of exercise.
K. Nonqualified Options. Shall mean an option award under
the Plan that is not an Incentive Stock Option.
L. Related Corporation. Shall mean Security National Bank
and any corporation which would be a parent or subsidiary corporation
with respect to the Company as defined in Section 424(e) or (f),
respectively, of the Code.
M. Retirement. Shall have the same meaning as is provided
under the MNB Bancshares, Inc. Employee Stock Ownership Plan, and
shall mean termination of service, other than for Cause, after attainment of
age sixty (60) for directors, consultants and advisors.
N. Restricted Stock. Shall mean an award of Shares under the
Plan that are restricted as to transfer and subject to forfeiture.
O. Rule 16b-3. Shall mean Rule 16b-3 promulgated under the
`34 Act, and any amendments thereto.
P. Shares. Shall mean common stock of the Company.
Q. Stock Appreciation Rights. Shall mean rights entitling the
grantee to receive the appreciation in the market value of a stated number
of Shares.
R. '33 Act. Shall mean the Securities Act of 1933, and any
amendments thereto.
S. '34 Act. Shall mean the Securities Exchange Act of 1934,
and any amendments thereto.
III. Administration of the Plan
The Plan shall be administered by the Board, or a Committee
appointed by the Board. The Board, or the appointed Committee, shall
have sole authority to:
A. select the directors, employees, consultants and advisors to
whom awards shall be granted under the Plan;
B. establish the amount and conditions of each such award;
C. prescribe any legend to be affixed to certificates
representing such awards;
D. interpret the Plan; and
E. adopt such rules, regulations, forms and agreements, not
inconsistent with the provisions of the Plan, as it may deem
advisable to carry out the Plan.
All decisions made by the Board, or the Committee, in administering the
Plan shall be final.
IV. Shares Subject to the Plan
The aggregate number of Shares that may be obtained by directors,
employees, consultants and advisors under the Plan shall be 100,000
Shares. Any Shares that remain unissued at the termination of the Plan
shall cease to be subject to the Plan, but until termination of the Plan, the
Company shall at all times make available sufficient Shares to meet the
requirements of the Plan.
V. Stock Options
A. Type of Options. The Company may issue options that
constitute Incentive Stock Options to employees and Nonqualified Options
to directors, employees, consultants and advisors under the Plan. The
grant of each option shall be confirmed by a stock option agreement that
shall be executed by the Company and the optionee as soon as practicable
after such grant. The stock option agreement shall expressly state or
incorporate by reference the provisions of the Plan and state whether the
option is an Incentive Option or a Nonqualified Option.
B. Terms of Options. Except as provided in Subparagraphs
(c) and (d) below, each option granted under the Plan shall be subject to
the terms and conditions set forth by the Board in the stock option
agreement including, but not limited to, option price and option term.
C. Additional Terms Applicable to All Options. Each option
shall be subject to the following terms and conditions:
1. Written Notice. An option may be exercised only
by giving written notice to the Company specifying
the number of Shares to be purchased.
2. Method of Exercise. The aggregate option price
may be paid in any one or a combination of cash,
personal check, Shares already owned or Plan
awards which the optionee has an immediate right
to exercise, as provided by the Board.
3. Term of Option. An option shall be exercisable as
provided under the Plan or by the Board.
4. Disability or Death of Optionee. If an optionee
terminates service due to Retirement, Disability or
death prior to exercise in full of any options, he or
she or his or her beneficiary, executor, administrator
or personal representative shall have the right to
exercise the options within a period of twelve (12)
months after the date of such termination to the
extent that the right was exercisable at the date of
such termination as provided in the stock option
agreement, or as may otherwise be provided by the
Board.
5. Transferability. No option may be transferred,
assigned or encumbered by an optionee, except:
(A) by will or the laws of descent and distribution;
(B) by gifting for the benefit of descendants for
estate planning purposes; or (C) pursuant to a
certified domestic relations order.
D. Additional Terms Applicable to Incentive Options. Each
Incentive Option shall be subject to the following terms and conditions:
1. Option Price. The option price per Share shall be
100% of the fair market value of a Share on the date
the option is granted. Notwithstanding the
preceding sentence, the option price per Share
granted to an individual who, at the time such
option is granted, owns stock possessing more than
10% of the total combined voting power of all
classes of stock of the Company (hereinafter
referred to as a "10% Shareholder") shall not be less
than 110% of the fair market value of a Share on the
date the option is granted.
2. Term of Option. No option may be exercised more
than ten (10) years after the date of grant. No
option granted to a 10% Shareholder may be
exercised more than five (5) years after the date of
grant. Notwithstanding any other provisions hereof,
no option may be exercised more than three (3)
months after the optionee terminates employment
with the Company, except in the event of death or
Disability as provided under Subparagraph (c)(iv)
above.
3. Annual Exercise Limit. The aggregate fair market
value of Shares which first become exercisable
during any calendar year shall not exceed $100,000.
For purposes of the preceding sentence, the fair
market value of each Share shall be determined on
the date the option with respect to such Share is
granted.
4. Transferability. No option may be transferred,
assigned or encumbered by an optionee, except by
will or the laws of descent and distribution, and
during the optionee's lifetime an option may only
be exercised by him or her.
VI. Restricted Stock Awards
A. Grants. Restricted Stock Awards ("RSAs") under the Plan
shall be evidenced by restricted stock agreements in such form and
consistent with the Plan as the Board shall approve from time to time.
B. Restriction Period. RSAs awarded under the Plan shall be
subject to such terms, conditions, and restrictions, including without
limitation: prohibitions against transfer; substantial risks of forfeiture;
attainment of performance objectives; repurchase by the Company or right
of first refusal for such period or periods as shall be determined by the
Board at the time of grant. The Board shall have the power to permit, in
its discretion, an acceleration of the expiration of the applicable restriction
period with respect to any part or all of the RSAs awarded to a grantee.
C. Restrictions Upon Transfer. RSAs awarded, and the right
to vote underlying Shares and to receive dividends thereon, may not be
sold, assigned, transferred, exchanged, pledged, hypothecated, or
otherwise encumbered during the restriction period applicable to such
Shares, except: (i) by will or the laws of descent and distribution; (ii) by
gifting for the benefit of descendants for estate planning purposes; or (iii)
pursuant to a certified domestic relations order. Subject to the foregoing,
and except as otherwise provided in the Plan, the grantee shall have all the
other rights of a stockholder including, but not limited to, the right to
receive dividends and the right to vote such Shares.
D. Certificates. Each certificate issued in respect of RSAs
awarded to a grantee shall be deposited with the Company, or its designee,
and shall bear the following legend:
"This certificate and the shares represented hereby are
subject to the terms and conditions (including forfeiture and
restrictions against transfer) contained in the MNB
Bancshares, Inc. 1998 Stock Incentive Plan and an
Agreement entered into by the registered owner. Release
from such terms and conditions shall be obtained only in
accordance with the provisions of the Plan and Agreement,
a copy of each of which is on file in the office of the
Secretary of said Company."
E. Lapse of Restrictions. The Agreement shall specify the
terms and conditions upon which any restrictions upon Shares awarded
under the Plan shall lapse, as determined by the Board. Upon the lapse of
such restrictions, Shares, free of the foregoing restrictive legend, shall be
issued to the grantee or his or her legal representative.
F. Termination Prior to Lapse of Restrictions. In the event of
a grantee's termination of service prior to the lapse of restrictions
applicable to any RSAs awarded to such grantee, all Shares as to which
there still remain restrictions shall be forfeited by such grantee without
payment of any consideration to the grantee, and neither the grantee nor
any successors, heirs, assigns, or personal representatives of such grantee
shall thereafter have any further rights or interest in such Shares or
certificates.
VII. Stock Appreciation Rights
A. Grants. Stock Appreciation Rights ("SARs") may be
granted separately or in tandem with or by reference to an option granted
prior to or simultaneously with the grant of such rights, to such eligible
directors, employees, consultants and advisors as may be selected by the
Board.
B. Terms of Grant. SARs may be granted in tandem with or
with reference to a related option, in which event the grantee may elect to
exercise either the option or the SAR, but not both, as to the same Share
subject to the option and the SAR, or the SAR may be granted
independently of a related option. SARs shall not be transferable, except:
(i) by will or the laws of descent and distribution; (ii) by gifting for the
benefit of descendants for estate planning purposes; or (iii) pursuant to a
certified domestic relations order.
C. Payment on Exercise. Upon exercise of a SAR, the grantee
shall be paid the excess of the then fair market value of the number of
Shares to which the SAR relates over the fair market value of such number
of Shares at the date of grant of the SAR or of the related option, as the
case may be. Such excess shall be paid in cash or in Shares having a fair
market value equal to such excess or in such combination thereof as the
Board shall determine.
VIII. Amendment or Termination of the Plan
The Board may amend, suspend or terminate the Plan or any
portion thereof at any time, but (except as provided in Section 13 hereof)
no amendment shall be made without approval of the stockholders of the
Company which shall: (i) materially increase the aggregate number of
Shares with respect to which Incentive Stock Option awards may be made
under the Plan; or (ii) change the class of persons eligible to receive
Incentive Stock Option awards under the Plan; provided, however, that no
amendment, suspension or termination shall impair the rights of any
individual, without his or her consent, in any award theretofore made
pursuant to the Plan.
IX. Term of Plan
The Plan shall be effective upon the date of its adoption by the
Board; provided that, Incentive Options may be granted only if the Plan is
approved by the shareholders within twelve (12) months before or after the
date of adoption. Unless sooner terminated under the provisions of
Section 9, Shares and SARs shall not be granted under the Plan after the
expiration of ten (10) years from the effective date of the Plan. However,
awards may be exercisable after the end of the term of the Plan.
X. Rights as Shareholder
Upon delivery of any Share to a director, employee, consultant or
advisor, such person shall have all of the rights of a shareholder of the
Company with respect to such Share, including the right to vote such
Share and to receive all dividends or other distributions paid with respect
to such Share.
XI. Merger or Consolidation
In the event the Company is merged or consolidated with another
corporation and the Company is not the surviving corporation, the
surviving corporation may agree to exchange options and SARs issued
under this Plan for options and SARs (with the same aggregate option
price) to acquire and participate in that number of shares in the surviving
corporation that have a fair market value equal to the fair market value
(determined on the date of such merger or consolidation) of Shares that the
grantee is entitled to acquire and participate in under this Plan on the date
of such merger or consolidation. In the event of a Change of Control,
options, Restricted Stock and SARs shall become immediately and fully
exercisable.
XII. Changes in Capital and Corporate Structure
The aggregate number of Shares and interests awarded and which
may be awarded under the Plan shall be adjusted to reflect a change in the
outstanding Shares of the Company by reason of a recapitalization,
reclassification, reorganization, stock split, reverse stock split,
combination of shares, stock dividend or similar transaction. The
adjustment shall be made in an equitable manner which will cause the
awards to remain unchanged as a result of the applicable transaction.
XIII. Service
An individual shall be considered to be in the service of the
Company or a Related Corporation as long as he or she remains a director,
employee, consultant or advisor of the Company or such Related
Corporation. Nothing herein shall confer on any individual the right to
continued service with the Company or a Related Corporation or affect the
right of the Company or such Related Corporation to terminate such
service.
XIV. Withholding of Tax
To the extent the award, issuance or exercise of Shares or SARs
results in the receipt of compensation by a director, employee, consultant
or advisor, the Company is authorized to withhold a portion of such Shares
receivable or any cash compensation then or thereafter payable to such
person to pay any tax required to be withheld by reason of the receipt of
the compensation. Alternatively, the director, employee, consultant or
advisor may tender Shares with a value equal to, or a personal check in the
amount of, the tax required to be withheld.
XV. Delivery and Registration of Stock
The Company's obligation to deliver Shares with respect to an
award shall, if the Board so requests, be conditioned upon the receipt of a
representation as to the investment intention of the individual to whom
such Shares are to be delivered, in such form as the Board shall determine
to be necessary or advisable to comply with the provisions of the `33 Act
or any other federal, state or local securities legislation or regulation. It
may be provided that any representation requirement shall become
inoperative upon a registration of the Shares or other action eliminating
the necessity of such representation under securities legislation. The
Company shall not be required to deliver any Shares under the Plan prior
to (i) the admission of such Shares to listing on any stock exchange on
which Shares may then be listed, and (ii) the completion of such
registration or other qualification of such Shares under any state or federal
law, rule or regulation, as the Board shall determine to be necessary or
advisable. The Plan is intended to comply with Rule 16b-3, if applicable.
Any provision of the Plan which is inconsistent with said rule should to
the extent of such inconsistency, be inoperative and shall not affect the
validity of the remaining provisions of the Plan.
