<PAGE>
As filed with the Securities and Exchange Commission on July 26, 1996.
Registration No. 333-______
======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________________
UNION BANKSHARES, LTD.
(Exact name of registrant as specified in its charter)
______________________________
DELAWARE 84-0986148
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1825 LAWRENCE STREET
SUITE 444
DENVER, COLORADO 80202
(303) 298-5352
(Address of principal executive offices)
EMPLOYEES' EQUITY INCENTIVE PLAN
OPTION BONUS PLAN
(Full titles of the plans)
______________________________
With copies to:
RONALD R. LEVINE, II, ESQ.
CHARLES R. HARRISON KEVIN P. STICHTER, ESQ.
CHIEF EXECUTIVE OFFICER DAVIS, GRAHAM & STUBBS
1825 LAWRENCE STREET, SUITE 444 370 17TH STREET, SUITE 4700
DENVER, COLORADO 80202 DENVER, COLORADO 80202
(303) 298-5352 (303) 892-9400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
______________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed maximum Proposed
Amount to be offering price maximum aggregate Amount of
Title of securities to be registered registered per share<F1> offering price<F1> registration fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001) . . . 250,000 shares $12.375 $3,093,750 $1,066.82
per share
====================================================================================================================
<FN>
<F1> Estimated solely for the purpose of determining the amount of the registration fee pursuant to Rule 457(h),
based upon the closing price of the Company's Common Stock on July 24, 1996 as quoted on the NASDAQ National
Market System.
</TABLE>
TOTAL PAGES: 23
INDEX TO EXHIBITS, PAGE 8<PAGE>
EXPLANATORY NOTE
This Registration Statement covers the registration of
(i) 100,000 additional shares of Common Stock of Union Bankshares,
Ltd., a Delaware corporation (the "Company"), issuable pursuant to the
Company's Employees' Equity Incentive Plan; and (ii) 150,000 shares of
Common Stock issuable pursuant to the Company's Option Bonus Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission
are hereby incorporated in this Registration Statement by reference:
(a) Annual Report on Form 10-KSB for the year ended December 31,
1995;
(b) Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1996;
(c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A, filed with
the Commission on January 6, 1993 (File No. 0-21078); and
(d) Report on Form 8-K, dated July 24, 1996.
All documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered under the
Registration Statement have been sold, or deregistering all securities
then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from the
date of filing of such documents.
4. DESCRIPTION OF SECURITIES.
Not applicable.
5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation and Bylaws provide
that the Company shall indemnify all directors and officers of the
Company to the fullest extent now or hereafter permitted by the
Delaware General Corporation Law. Under such provisions any director
or officer, who in his capacity as such, is made or threatened to be
made a party to any suit or proceeding, shall be indemnified if such
director or officer acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal proceeding, had no reasonable cause
to believe his conduct was unlawful. The Certificate, Bylaws and the
Delaware General Corporation Law further provide that such
indemnification is not exclusive of any other rights to which such
individuals may be entitled
II-1<PAGE>
under the Certificate of Incorporation, the Bylaws, any agreement,
insurance policies, vote of stockholders or disinterested directors or
otherwise.
In addition, the Company's Certificate of Incorporation provides
that to the fullest extent now or hereafter permitted by Delaware law,
the Company's directors will not be liable for monetary damages for
breach of the directors' fiduciary duty of care to the Company and its
stockholders. This provision in the Certificate of Incorporation does
not eliminate the directors' fiduciary duty of care, and in
appropriate circumstances equitable remedies such as an injunction or
other forms of non-monetary relief would remain available under
Delaware law. Each director will continue to be subject to liability
for breach of the director's duty of loyalty to the Company and its
stockholders, for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, for liability
arising under Section 174 of the Delaware General Corporation Law
(relating to the unlawful payment of dividends, and purchase or
redemption of the Company's stock), or for any transaction from which
the director derived an improper personal benefit. This provision
also does not affect a director's responsibilities under any other
laws, such as the federal securities laws or state or federal
environmental laws. The Company has purchased a directors and
officers insurance policy providing not less than a $3.0 million
coverage limit in the aggregate per year.
7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
8. EXHIBITS
4.1 Specimen Stock Certificate.(1)
4.2 Employees' Equity Incentive Plan.(1)
4.3 Option Bonus Plan.
5.1 Opinion and Consent of Davis, Graham & Stubbs LLP.
23.1 Consent of Davis, Graham & Stubbs LLP. See Exhibit 5.1.
23.2 Consent of McGladrey & Pullen.
24.1 Power of Attorney (incorporated in the Signature Page of
this Registration Statement).
____________________
(1) Filed as an exhibit to the Company's Registration Statement on
Form S-1 (Registration No. 33-56736), as declared effective on
March 9, 1993, and incorporated herein by reference.
II-2<PAGE>
9. UNDERTAKINGS
A. The Company hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective
amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; (2) that, for the purpose
of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered herein, 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 of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company 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 Company 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 Act and will be governed by the final
adjudication of such issue.
II-3<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Denver, State
of Colorado, on July 25, 1996.
UNION BANKSHARES, LTD.
By: Charles R. Harrison
-------------------------------------
Charles R. Harrison, Chairman of the
Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally,
Charles R. Harrison, Herman J. Zueck and Bruce E. Hall, or any of
them, with full power to act alone, his true and lawful attorneys-in-
fact, with full power of substitution, and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8, and file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-
in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact or either of them may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
Charles R. Harrison Chairman of the Board July 25, 1996
- ----------------------- and Chief Executive Officer
Charles R. Harrison (Principal Executive Officer)
Bruce E. Hall Vice President, Treasurer July 25, 1996
- ----------------------- and Secretary and a Director
Bruce E. Hall (Principal Financial and
Accounting Officer)
II-4<PAGE>
Herman J. Zueck President and a Director July 25, 1996
- -----------------------
Herman J. Zueck
Wayne T. Biddle Director July 25, 1996
- -----------------------
Wayne T. Biddle
Lloyd E. Hayne Director July 25, 1996
- -----------------------
Lloyd E. Hayne
Ralph D. Johnson Director July 25, 1996
- -----------------------
Ralph D. Johnson
Richard C. Saunders Director July 25, 1996
- -----------------------
Richard C. Saunders
C. Gale Sellens Director July 25, 1996
- -----------------------
C. Gale Sellens
Jerrold B. Evans Director July 25, 1996
- -----------------------
Jerrold B. Evans
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ----------------------------------------------------------------------
4.3 Option Bonus Plan
5.1 Opinion and Consent of Davis, Graham & Stubbs
23.2 Consent of McGladrey & Pullen
II-6
UNION BANKSHARES, LTD.
OPTION BONUS PLAN
1. PURPOSE.
The Union Bankshares, Ltd. Option Bonus Plan ("Plan") allows
selected members of the management group of Union Bankshares, Ltd. and
its subsidiaries to elect to receive their year-end bonuses in the
form of stock options, thereby providing additional incentives to
management and further aligning the interests of management and the
Company's stockholders. The Plan also is designed to attract key
management employees and retain and motivate participating employees
by providing an opportunity for investment in the Company.
2. DEFINITIONS.
2.1 "Board" means the Board of Directors of the Company.
2.2 "Bonus" means the bonus, if any, awarded by the Company or
its subsidiaries to an Eligible Person at the end of the fiscal year.
2.3 "Committee" means a committee consisting of at least two
disinterested members of the Board who are empowered hereunder to take
actions in the administration of the Plan. The Committee shall be so
constituted at all times as to permit the Plan to comply with
Rule 16b-3 or any successor rule promulgated under the 1934 Act.
Members of the Committee shall be appointed by the Board, shall serve
at the pleasure of the Board, and may resign at any time upon written
notice to the Board.
2.4 "Company" means Union Bankshares, Ltd. and its
subsidiaries, except where the context otherwise requires.
2.5 "Effective Date" means the effective date of the Plan,
May 22, 1996.
2.6 "Eligible Employee" means any full-time key employee of the
Company whom the Committee determines is important to the success of
the Company and declares eligible for participation in the Plan in a
given Plan Year.
2.7 "ERISA" means Title I of the Employee Retirement Income
Security Act.
2.8 "Fair Market Value." If the Stock is not traded publicly,
the Fair Market Value of a share of Stock on any date shall be
determined, in good faith, by the Committee after such consultation
with such outside legal, accounting, and other experts as the
Committee may deem advisable. The Committee shall maintain a written
record of its method of determining such value. If the Stock is
traded publicly, the Fair Market Value of a share of Stock on any date
<PAGE>
shall be the average of the representative closing bid and asked
prices, as quoted by the National Association of Securities Dealers
through NASDAQ (its automated system for reporting quotes), for the
date in question or, if the Stock is listed on the NASDAQ National
Market System or is listed on a national stock exchange, the
officially quoted closing price on NASDAQ or such exchange, as the
case may be, on the date in question.
2.9 "IRC" means the federal Internal Revenue Code of 1986, as
amended.
2.10 "Incentive Stock Option" means any Option designated as
such and granted in accordance with IRC Section 422.
2.11 "Non-Statutory Option" means any Option other than an
Incentive Stock Option.
2.12 "Option" means the right to purchase Stock at a stated
price for a specified period of time.
2.13 "Option Agreement" means the written agreement between the
Company and an Option Holder specifying the terms and conditions of
the Option.
2.14 "Option Holder" means a person who owns an Option.
2.15 "Option Period" means the period of time within which an
Option may be exercised.
2.16 "Option Price" means the price at which shares of Stock
subject to an Option may be purchased.
2.17 "Option Value" means the value of an Option granted
pursuant to the terms of this Plan calculated using the Black/Scholes
valuation method or such other valuation method or methods, designed
to measure the fair market value of the Option, approved by the
Committee at any time or from time to time.
2.18 "Participant" means an Eligible Employee who is
participating in the Plan.
2.19 "Plan Year" means each 12-month period beginning January 1
and ending the following December 31, except that for the first year
of the Plan, the Plan Year shall begin on the Effective Date and
extend to December 31, 1996.
2.20 "Shares" means shares of Stock.
2.21 "Stock" means the common stock, $.001 par value, of the
Company.
2.22 "1934 Act" means the Securities Exchange Act of 1934.
-2-<PAGE>
3. ADMINISTRATION.
3.1 Committee. The Plan shall be administered by the
---------
Committee. In its sole discretion, the Committee shall select
Eligible Employees to whom Options may be granted, the type of
Options, the amount of Options, and any other terms for Options as the
Committee may deem necessary or desirable and consistent with the
Plan. The Committee shall determine the form(s) of the agreements
with Participants which shall evidence the particular provisions,
terms, conditions, rights, and duties of the Company and the
Participants with respect to Options granted pursuant to the Plan,
which provisions need not be identical except as may be provided by
the Plan. The Committee may adopt such rules and regulations for
carrying out the purposes of the Plan as it may deem proper and in the
best interests of the Company. The Committee may correct any defect,
supply any omission, or reconcile any inconsistency in the Plan or in
any agreement entered into in accordance with the Plan in the manner
and to the extent the Committee shall deem expedient. The Committee
shall be the sole and final judge of such expediency. The
determinations, interpretations, and other actions of the Committee
pursuant to the Plan shall be binding and conclusive on all persons
for all purposes.
3.2 Good Faith Determinations. No member of the Committee
-------------------------
shall be liable for any action or determination made in good faith.
In addition to their rights as directors, all members of the Committee
shall be fully protected by the Company with respect to any good faith
action, determination, or interpretation.
4. ELIGIBILITY FOR PARTICIPATION.
In its sole discretion and on an annual basis, the Committee
shall determine who is eligible for the Plan in that year by selecting
Eligible Employees who are performing, or will perform, important
services in the management, operation, and development of the Company,
and significantly contribute, or are expected to significantly
contribute, to the achievement of long-term corporate economic
objectives. Selection as an Eligible Employee for a given Plan Year
shall provide no assurance of selection as an Eligible Employee in any
subsequent year.
5. GRANTING OF BONUSES; CASH/OPTION ELECTION.
5.1 Participant's Receipt of Bonuses. Effective with respect
--------------------------------
to Bonuses, if any, that are granted after the Effective Date, each
Eligible Employee shall have the opportunity to elect to receive such
Bonus, if any, in cash, Options in accordance with the Plan, or a
combination of cash and Options. In the first year of the Plan, each
Eligible Employee shall file with the Company prior to June 30 an
election notice in the form attached hereto as Exhibit A setting forth
his election for that Plan Year. In subsequent Plan Years, each
Eligible Employee selected for that Plan Year shall be deemed to have
renewed his prior year's election on the same terms unless he files a
revised election notice prior to June 30 of that Plan Year. No
election may be amended or modified for a given Plan Year after
5:00 p.m., Mountain Daylight Time, on June 30 of that Plan Year.
-3-<PAGE>
5.2 Number of Options Granted. The number of Options to be
-------------------------
granted to a Participant shall be equal to the dollar amount of his
Bonus, if any, elected to be received in the form of Options divided
by the Option Value. Fractional Options will be disregarded. The
Company shall have no obligation to make any cash payment with respect
to such fractions. Notwithstanding any other provision of the Plan,
the aggregate Fair Market Value of the Shares with respect to which
Incentive Stock Options are exercisable for the first time by an
Option Holder in any calendar year, under the Plan or otherwise, shall
not exceed $100,000. For this purpose, the Fair Market Value of the
Shares shall be determined as of the time an Option is granted.
5.3 Option Agreements. Each Participant electing to receive
-----------------
some or all of his Bonus in the form of Options shall enter into an
Option Agreement with the Company. Each Option Agreement shall
specify: the number of shares of Stock covered by the Option, the
Option Price, the period of time within which the Option may be
exercised, and any other terms or conditions not inconsistent with the
Plan, as the Committee may consider appropriate. Options granted
pursuant to the Plan shall be deemed to be granted as of the date
specified in the grant resolution of the Committee, which date shall
be the date of any related agreement with the Participant. In the
event of any inconsistency between the provisions of the Plan and any
such agreement entered into hereunder, the provisions of the Plan
shall govern.
5.4 Type of Options. In its sole discretion, the Committee
---------------
shall designate whether an Option is to be considered an Incentive
Stock Option or a Non-Statutory Option. The Committee may grant both
an Incentive Stock Option and a Non-Statutory Option to the same
Participant at the same time or at different times. Incentive Stock
Options and Non-Statutory Options, whether granted at the same or
different times, shall be deemed to have been awarded in separate
grants and shall be clearly identified. The exercise of one Option
shall not affect the right to exercise any other Option or affect the
number of Shares for which any other Option may be exercised.
5.5 Price. Except as provided below, the exercise price per
-----
share of Stock for the shares to be purchased pursuant to the exercise
of any Option shall be 100% of the Fair Market Value of a share of
Stock on the date on which the Participant is granted the Option. The
Committee, however, shall have the discretion to grant Non-Statutory
Options at a price between Fair Market Value and 85% of the Fair
Market Value. In addition, the Option Price for each Share covered by
an Incentive Stock Option granted to an Eligible Employee who then
owns stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or any parent or subsidiary
corporation of the Company must be at least 110% of the Fair Market
Value of the Stock subject to the Incentive Stock Option on the date
the Option is granted.
5.6 Duration of Options. The Option Period within which an
-------------------
Option may be exercised by the Option Holder must expire not more than
ten (10) years from the date an Option is granted. The Option Period
of an Incentive Stock Option granted to an Eligible Employee who then
owns Stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or any parent or subsidiary
corporation of the Company must expire not more than five (5) years
from the date such an Option is granted. Options shall
-4-<PAGE>
vest and be exercisable six (6) months after the date of the grant of
the Option, except as provided in Articles 12 and 13.
5.7 Adjustment of Options. The Committee may make any
---------------------
adjustment in the Option Price, the number of shares subject to, or
the terms of, an outstanding Option and a subsequent granting of an
Option by amendment or by substitution of an outstanding Option. Such
amendment, substitution, or re-grant may result in terms and
conditions (including Option Price, number of shares covered, vesting
schedule or exercise period) that differ from the terms and conditions
of the original Option. The Committee may not, however, adversely
affect the rights of any Participant to previously granted Options
without the consent of such Participant. If such action is affected
by amendment, the effective date of such amendment shall be the date
of the original grant.
6. SHARES OF STOCK SUBJECT TO THE PLAN.
6.1 Maximum Number. The maximum aggregate number of shares of
--------------
Stock that may be made issued pursuant to the exercise of Options, any
or all of which may be Incentive Stock Options, shall be 150,000
shares. If any shares of Stock subject to Options are not purchased
or otherwise paid for before such Options expire, such shares may
again be made subject to Options.
6.2 Adjustments. If the Company shall at any time increase or
-----------
decrease the number of its outstanding shares of Stock or change in
any way the rights and privileges of such shares by means of the
payment of a stock dividend or any other distribution upon such shares
payable in Stock, or through a stock split, subdivision,
consolidation, combination, reclassification or recapitalization
involving the Stock, then in relation to the Stock that is affected by
one or more of the above events, the numbers, rights and privileges of
the following shall be increased, decreased or changed in like manner
as if they had been issued and outstanding, fully paid and
nonassessable at the time of such occurrence: (i) the shares of Stock
as to which Options may be granted under this Plan; and (ii) the
shares of Stock then included in each outstanding Option granted
hereunder.
6.3 Dividend Payable in Stock of Another Corporation. If the
------------------------------------------------
Company shall at any time pay or make any dividend or other
distribution upon the Stock payable in securities of another
corporation or other property (except money or Stock), a proportionate
part of such securities or other property shall be set aside and
delivered to any Participant then holding an Option for the Stock for
which the dividend or other distribution was made, upon exercise
thereof. Prior to the time that any such securities or other property
are delivered to a Participant in accordance with the foregoing, the
Company shall be the owner of such securities or other property and
shall have the right to vote the securities, receive any dividends
payable on such securities, and in all other respects shall be treated
as the owner. If securities or other property which have been set
aside by the Company in accordance with this Section are not delivered
to a Participant because an Option is not exercised, then such
securities or other property shall remain the property of the Company
and shall be dealt with by the Company as it shall determine in its
sole discretion.
-5-<PAGE>
6.4 Other Changes in Capital Stock. In the event there shall
------------------------------
be any change, other than as specified in Sections 6.2 and 6.3, in the
number or type of outstanding shares of Stock or of any stock or other
securities into which the Stock shall be changed or for which it shall
have been exchanged, and if the Committee shall in its discretion
determine that such change equitably requires an adjustment in the
number of shares subject to outstanding Options or which have been
reserved for issuance pursuant to this Plan but are not then subject
to an Option, then such adjustments shall be made by the Committee and
shall be effective for all purposes of this Plan and on each
outstanding Option that involves the type of Stock for which a change
was effected.
6.5 Rights to Subscribe. If the Company shall at any time
-------------------
grant to the holders of its Stock rights to subscribe pro rata for
additional shares thereof or for any other securities of the Company
or of any other corporation, there shall be reserved with respect to
the shares of Stock then subject to an Option held by any Participant,
the Stock or other securities which the Participant would have been
entitled to subscribe for if immediately prior to such grant the
Participant had exercised his entire Option. If, upon exercise of any
such Option, the Participant subscribes for the additional Stock or
other securities, the Participant shall pay to the Company the price
that is payable by the Participant for such Stock or other securities.
6.6 General Adjustment Rules. If any adjustment or
------------------------
substitution provided for in this Article 6 shall result in the
creation of a fractional share, the Company shall, in lieu of selling
or otherwise issuing such fractional share, pay to the Participant a
cash sum in an amount equal to the product of such fraction multiplied
by the Fair Market Value of a share on the date the fractional Share
would otherwise have been issued. In the case of any substitution or
adjustment provided for in this Article 6 affecting an Option, the
total purchase price for the shares of Stock then subject to an Option
shall remain unchanged but the purchase price per share under each
such Option shall be equitably adjusted by the Committee to reflect
the greater or lesser number of shares of Stock or other securities
into which the Stock subject to the Option may have been changed.
7. EXERCISE OF OPTION.
7.1 Exercise of Option.
------------------
(a) The method for exercising an Option shall be by
delivery to the Corporate Secretary of the Company of written notice
specifying the number of Shares with respect to which such Option is
exercised and payment of the Option Price. Such notice shall be in a
form satisfactory to the Committee and shall specify the particular
Option (or portion thereof) which is being exercised and the number of
Shares with respect to which the Option is being exercised. The
exercise of the Option shall be deemed effective upon receipt of such
notice by the Corporate Secretary and payment to the Company. The
purchase of such Stock shall take place at the principal offices of
the Company upon delivery of such notice, at which time the purchase
price of the Stock shall be paid in full by any of the methods or any
combination of the methods set forth below. A properly executed
certificate or certificates representing the Stock shall be issued by
the Company and delivered to the Option Holder. If certificates
representing Stock
-6-<PAGE>
are used to pay all or part of the Option Price, separate certificates
for the same number of shares of Stock shall be issued by the Company
and delivered to the Option Holder representing each certificate used
to pay the Option Price, and an additional certificate shall be issued
by the Company and delivered to the Option Holder representing the
additional shares, in excess of the Option Price, to which the Option
Holder is entitled as a result of the exercise of the Option.
(b) The exercise price shall be paid by any of the
following methods or any combination of the following methods:
(i) cash;
(ii) cashier's check payable to the order of the
Company;
(iii) delivery to the Company of certificates
representing the number of Shares then owned by the Option Holder, the
Fair Market Value of which equals the purchase price of the Stock
purchased pursuant to the Option, properly endorsed for transfer to
the Company; provided however, that Shares used for this purpose must
have been held by the Option Holder for such minimum period of time as
may be established from time to time by the Committee; for purposes of
this Plan, the Fair Market Value of any Shares delivered in payment of
the purchase price upon exercise of the Option shall be the Fair
Market Value as of the exercise date; the exercise date shall be the
day the delivery of the certificates for the Stock used as payment of
the Option Price; or
(iv) delivery to the Company of a properly
executed notice of exercise together with irrevocable instructions to
a broker to deliver to the Company promptly the amount of the proceeds
of the sale of all or a portion of the Stock or of a loan from the
broker to the Option Holder necessary to pay the exercise price.
(c) In the discretion of the Committee, the Company may
guaranty a third-party loan obtained by a Participant to pay part or
all of the Option Price of the Shares provided that such loan or the
Company's guaranty is secured by the Shares.
7.2 Stock Restriction Agreement. The Committee may provide
---------------------------
that shares of Stock issuable upon the exercise of an Option shall,
under certain conditions, be subject to restrictions whereby the
Company has a right of first refusal with respect to such shares or a
right or obligation to repurchase all or a portion of such shares,
which restrictions may survive a Participant's term as a director of
the Company. The acceleration of time or times at which an Option
becomes exercisable may be conditioned upon the Participant's
agreement to such restrictions.
7.3 Disposition of Forfeited Options. Any shares of Stock
--------------------------------
subject to Options forfeited by a Participant shall not thereafter be
eligible for purchase by the Participant but may be made subject to
Options granted to other Participants.
-7-<PAGE>
8. REGISTRATION OF OPTIONED SHARES.
The Options shall not be exercisable unless the purchase of such
optioned shares is pursuant to an applicable effective registration
statement under the Securities Act of 1933, as amended, or unless, in
the opinion of counsel to the Company, the proposed purchase of such
optioned shares would be exempt from the registration requirements of
the Act and from the registration or qualification requirements of
applicable state securities laws.
9. WITHHOLDING.
9.1 Withholding Requirement. The Company's obligations to
-----------------------
deliver shares of Stock upon the exercise of an Option shall be
subject to the Participant's satisfaction of all applicable federal,
state, and local income and other tax withholding requirements, if
any.
9.2 Withholding With Stock. In its sole discretion, the
----------------------
Committee may allow a Participant to pay all such amounts of tax
withholding, or any part thereof, by electing to transfer to the
Company, or to have the Company withhold from Shares otherwise
issuable to the Participant, Shares having a value equal to the amount
required to be withheld or such lesser amount as may be elected by the
Participant. All elections shall be subject to the approval or
disapproval of the Committee. The value of Shares to be withheld
shall be based on the Fair Market Value of the Stock on the date that
the amount of tax to be withheld is to be determined (the "Tax Date").
Any such elections by Participants to have Shares withheld for this
purpose will be subject to the following restrictions:
(a) All elections must be made prior to the Tax Date.
(b) All elections shall be irrevocable.
(c) If the Participant is an officer or director of the
Company pursuant to Section 16 of the 1934 Act, the Participant must
satisfy the requirements of Section 16 and any applicable rules
thereunder with respect to the use of Stock to satisfy such tax
withholding obligation.
10. TRANSFERABILITY.
No Option granted under this Plan, nor any other rights acquired
by a Participant under this Plan, shall be assignable or transferable
by a Participant, other than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as
defined by the IRC, ERISA, or the rules thereunder.
-8-<PAGE>
11. TERMINATION OF EMPLOYMENT.
11.1 Termination for Cause. If the employment of an Option
---------------------
Holder is terminated within the Option Period for cause, as determined
by the Company, any Option held by him shall be void thereafter for
all purposes. "Cause" shall mean a gross violation, as determined by
the Company, of the Company's established policies and procedures.
The effect of this section shall be limited to determining the
consequences of a termination. Nothing in this section shall restrict
or otherwise interfere with the Company's discretion with respect to
the termination of any employee.
11.2 Retirement. If an Option Holder terminates his
----------
employment with the Company in a manner determined by the Committee,
in its sole discretion, to constitute retirement (which determination
shall be communicated in writing to the Option Holder within ten
(10) days of such termination), any Option held by him may be
exercised by the Option Holder within three (3) months following
retirement, but not thereafter; provided that any Non-Statutory Option
may be exercised by the Option Holder within twelve (12) months
following retirement, but not thereafter.
11.3 Death. If an Option Holder dies during the Option
-----
Period while still employed or within the three-month period referred
to in Sections 11.2 or 11.5, any Option held by him may be exercised
by those entitled to do so under the Option Holder's will or by the
laws of descent and distribution within twelve (12) months following
the Option Holder's death, but not thereafter.
11.4 Disability. If an Option Holder becomes disabled
----------
(within the meaning of IRC Section 22(e)), during the Option Period
while still employed, the Option Holder may exercise any Option held
by him within twelve (12) months following his disability, but not
thereafter.
11.5 Other. If the employment of an Option Holder by the
-----
Company is terminated within the Option Period for any reason other
than cause, retirement, death, or disability, any Option held by him
may be exercised by the Option Holder within three (3) months
following the date of such termination, but not thereafter.
11.6 Option Period. Nothing in Article 11 shall alter the
-------------
requirement that the exercise of any Option must occur within the
Option Period; provided, however, that if the Option Holder's
employment with the Company is terminated for any reason other than
for "cause" as described in Section 11.1 and some or all of the
Options granted to such Option Holder under this Plan are not
exercisable because six months have not elapsed since the granting of
such Options as required by Section 5.6, then the Committee shall
accelerate the exercise dates of such Options to the date of
termination provided that such Option Holder agrees not to sell or
otherwise dispose of any Shares received from exercising such Option
until at least six months have elapsed from the date of the grant of
such Option.
-9-<PAGE>
12. CHANGE IN CONTROL.
12.1 Options. In the event of a change in control of the
-------
Company as defined below, the Committee shall accelerate the exercise
dates of any outstanding Options or make all such Options fully vested
and exercisable and may, in their sole discretion, without obtaining
stockholder approval, to the extent permitted by Article 14, take any
or all of the following actions:
(a) grant a cash bonus award to any Participant in an
amount necessary to pay the exercise price of all or any portion of
the Options then held by such Participant;
(b) pay cash to any or all Participants in exchange for the
cancellation of their outstanding Options in an amount equal to the
difference between the exercise price of such Options and the greater
of the tender offer price for the underlying Stock or the Fair Market
Value of the Stock on the date of the cancellation of the Options; or
(c) make any other adjustments or amendments to the
outstanding Options.
12.2 Definition. For purposes of this Plan, a "change in
----------
control" shall be deemed to have occurred if:
(a) any "person" or "group" (within the meaning of
Sections 13(d) and 14(d)(2) of the 1934 Act), other than a trustee or
other fiduciary holding securities under an employee benefit plan of
the Company or Mr. Charles R. Harrison, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the 1934 Act), directly or
indirectly, of more than 33-1/3% of the then outstanding voting stock
of the Company;
(b) at any time during any period of three consecutive
years (not including any period prior to the Effective Date),
individuals who at the beginning of such period constitute the Board
(and any new director whose election by the Board or whose nomination
for election by the Company's stockholders was approved by a vote of
at least two-thirds of the directors then still in office who either
were directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any
reason to constitute a majority thereof; or
(c) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) at least 80% of the
combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation, or the stockholders approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets.
-10-<PAGE>
13. REORGANIZATION OR LIQUIDATION.
13.1 Trigger Events.
--------------
(a) The Committee shall have the power and discretion to
prescribe the terms and conditions for the exercise of, or
modification of, Options granted under the Plan in the event:
(i) the Company is merged or consolidated with
another corporation (other than a merger or consolidation in which the
Company is the continuing corporation and which does not result in any
reclassification or change of outstanding Shares);
(ii) all or substantially all of the assets or
more than 50% of the outstanding voting stock of the Company is
acquired by any other corporation, business entity, or person (other
than a sale or conveyance in which the company continues as a holding
company of an entity or entities that conduct the business or
businesses formerly conducted by the Company); or
(iii) the Company is reorganized (other than a
reorganization under the U.S. Bankruptcy Code) or liquidated.
(b) The provisions of this Article 13 shall not apply to
any transaction covered by Article 12 or any transaction undertaken
for the purpose of reincorporating the Company under the laws of
another jurisdiction, if such transaction does not materially affect
the beneficial ownership of the Company's capital stock.
13.2 Authorized Actions. By way of illustration, and not by
------------------
way of limitation, the Committee may provide for the complete or
partial acceleration of the dates of exercise of the Options, or may
provide that such Options will be exchanged or converted into options
to acquire securities of the surviving or acquiring corporation, or
may provide for a payment or distribution in respect of outstanding
Options (or the portion thereof that is currently exercisable) in
cancellation thereof. The Committee may provide that Options must be
exercised in connection with the closing of such transaction, and that
if not so exercised such Options will expire. Any such determinations
by the Committee may be made generally with respect to all
Participants, or may be made on a case-by-case basis with respect to
particular Participants.
14. AMENDMENT.
The Board or Committee may alter, amend, suspend, or discontinue
the Plan, including, where applicable, any modifications or amendments
as it shall deem advisable in order to conform to any regulation or to
any change in any law or regulation applicable thereto; provided,
however, that no such action shall adversely affect the rights and
obligations with respect to Options at any time outstanding under the
Plan; and provided further that no such action shall, without the
approval of the stockholders of the Company, (i) materially increase
the maximum number of shares of Stock that may be made subject to
Options (unless necessary
-11-<PAGE>
to effect the adjustments required by Article 6), (ii) materially
increase the benefits accruing to Participants under the Plan, or
(iii) materially modify the requirements as to eligibility for
participation in the Plan. Subject to the foregoing, the provisions
of the Plan which set forth the number of shares of Stock for which
Options shall be granted, the timing of Option grants and the Option
exercise price shall not be amended more than once every six (6)
months other than to comport with changes in the IRC, ERISA, or the
rules thereunder.
15. BROKERAGE ARRANGEMENTS.
The Committee, in its discretion, may enter into arrangements
with one or more banks, brokers or other financial institutions to
facilitate the disposition of shares acquired upon exercise of Options
including, without limitation, arrangements for the simultaneous
exercise of Options and sale of the shares acquired upon such
exercise.
16. NO RIGHTS AS A STOCKHOLDER.
A Participant shall have no rights as a stockholder with respect
to any shares of Stock subject to an Option. Except as provided in
Section 6.2, no adjustment shall be made in the number of shares of
Stock issued to a Participant, or in any other rights of the
Participant upon exercise of an Option by reason of any dividend,
distribution, or other right granted to stockholders for which the
record date is prior to the date of exercise of the Participant's
Option.
17. NO EFFECT UPON STOCKHOLDER RIGHTS.
Nothing in this Plan shall interfere in any way with the right of
the stockholders of the Company to terminate the employment of the
Participant pursuant to applicable state laws and the Company's
Certificate of Incorporation and Bylaws.
18. NONEXCLUSIVITY OF THE PLAN.
Neither the adoption of the Plan by the Board nor the submission
of the Plan to stockholders of the Company for approval shall be
construed as creating any limitations on the power or authority of the
Board to adopt such other or additional compensation arrangements of
whatever nature as the Board may deem necessary or desirable or
preclude or limit the continuation of any other plan, practice or
arrangement for the payment of compensation or fringe benefits to
Eligible Employees, which the Company now has lawfully put into
effect.
-12-<PAGE>
19. EFFECTIVE DATE.
This Plan was adopted by the Board of Directors of the Company
and became effective on May 22, 1996 and was approved by the
stockholders of the Company on May 22, 1996.
20. DURATION OF THE PLAN.
The Plan shall terminate at such time as may be determined by the
Board, and no Option shall be granted after such termination. If not
sooner terminated under the preceding sentence, the Plan shall fully
cease and expire on May 21, 2006. Options outstanding at the time of
the Plan termination may continue to be exercised in accordance with
their terms.
-13-
[LETTERHEAD OF DAVIS, GRAHAM & STUBBS LLP APPEARS HERE]
July 25, 1996
Union Bankshares, Ltd.
1825 Lawrence Street, Suite 444
Denver, CO 80202
Re: Sale of Shares of Common Stock Pursuant
to Registration Statement on Form S-8
---------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Union Bankshares, Ltd. (the
"Company") in connection with the registration by the Company of
250,000 shares of Common Stock (the "Shares") described in the
Registration Statement on Form S-8 of the Company, being filed with
the Securities and Exchange Commission concurrently herewith. In such
connection we have examined certain corporate records and proceedings
of the Company including actions taken by the Company's Board of
Directors in respect of the authorization and issuance of the Shares,
and such other matters as we deemed appropriate.
Based upon the foregoing, we are of the opinion that the Shares
have been duly authorized and, when issued and sold as contemplated by
the Registration Statement, will be legally issued, fully paid and
non-assessable shares of capital stock of the Company.
We hereby consent to be named in the Registration Statement as
the attorneys who will pass upon legal matters in connection with the
issuance of the Shares, and to the filing of this Opinion as an
Exhibit to the aforesaid Registration Statement. In giving this
consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities
Act of 1933 or the rules of the Securities and Exchange Commission.
Very truly yours,
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Union Bankshares, Ltd.
We consent to incorporation by reference in the registration statement
on Form S-8 relating to the Company's Employees' Equity Incentive Plan
and Option Bonus Plan for Union Bankshares, Ltd., of our report dated
January 23, 1996 (except for Note 15 as to which the date is March 4,
1996) relating to the consolidated balance sheets of Union Bankshares,
Ltd., and subsidiary as of December 31, 1995, and the related
consolidated statements of income, stockholders' equity and cash flows
for the year they ended, which report appears in the December 31, 1995
annual report on Form 10-KSB of Union Bankshares, Ltd.
McGladrey & Pullen, LLP
McGLADREY & PULLEN, LLP
Denver, Colorado
July 25, 1996
