As filed with the Securities and Exchange Commission on July 2,
1997
Registration No. 33-82332
_________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MONOCACY BANCSHARES, INC.
(Exact Name of Registrant As Specified In Its Charter)
Maryland 52-1824297
--------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
222 East Baltimore Street, 21787-0491
Taneytown, Maryland ------------
-------------------------- (Zip Code)
(Address of principal executive
offices)
MONOCACY BANCSHARES, INC. 1994 STOCK INCENTIVE PLAN
(Full title of the plan)
---------------------------
Copies To:
Frank W. Neubauer, President Nicholas Bybel, Jr., Esquire
MONOCACY BANCSHARES, INC. SHUMAKER WILLIAMS, P.C.
222 East Baltimore Street, Post Office Box 88
P.O. Box 491 Harrisburg, Pennsylvania 17108
Taneytown, Maryland 21787-0491 (717) 763-1121
(410) 756-2655
- ------------------------------
(Name, address, including zip
code, and telephone
number, including area code,
of agent for service)
--------------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Each Class Amount Proposed Maximum
of Securities to to be Offering Price
be Registered Registered <F1> Per Share <F2>
<S> <C> <C>
Common Stock 31,592 $22.00
$5.00 Par Value
<CAPTION>
Title of Each Class Proposed Maximum Amount of
of Securities to Aggregate Registration
be Registered Offering Price <F2> Fee
<S> <C> <C>
Common Stock $69,502.40 $210.61
$5.00 Par Value
<FN>
<F1> Based on the increase in the number of shares of Monocacy
Bancshares, Inc. common stock, par value $5.00 per share ("Common
Stock") authorized for issuance under the plan set forth above,
as approved by shareholders on April 28, 1997. There are also
registered hereby such indeterminate number of shares of Common
Stock as may become issuable by reason of the anti-dilution
provisions of this plan. Giving effect to stock dividends paid
since August 3, 1994, and to the 31,592 shares registered
pursuant to this Amendment No. 1, there are 110,000 shares of
Common Stock issuable under the Plan.
<F2> Estimated pursuant to Rule 457(c) and (h)(1) solely for the
purpose of calculating the amount of the registration fee based
upon the average of the closing bid and asked prices of the
Common Stock on July 1, 1997, with respect to the 31,592 shares
of Common Stock registered pursuant to this Amendment and
issuable under the plan.
</FN>
</TABLE>
<PAGE>
Monocacy Bancshares, Inc. (the "Company") files this
Amendment No. 1 to the Registration Statement on Form S-8,
Registration No. 33-82332, filed with the Commission on August 3,
1994, to increase the number of shares of common stock, par value
$5.00, per share (the "Common Stock") authorized for issuance
under the Company's 1994 Stock Incentive Plan (the "Stock
Incentive Plan") by 31,592 shares of Common Stock. Giving effect
to stock dividends paid by the Company since August 3, 1994, and
to the 31,592 shares of Common Stock registered hereby, there
are, in aggregate, 110,000 shares of Common Stock issuable under
the Stock Incentive Plan.
1
<PAGE>
Exhibit No.
- -----------
4.1 Articles of Incorporation of Monocacy Bancshares, Inc.
(Incorporated by reference to Exhibit 3(i) to the Company's
Registration Statement No. 333-30629 on Form S-8,
filed with the Commission on July 2, 1997.
4.2 Bylaws of Monocacy Bancshares, Inc. (Incorporated by
reference to Exhibit 3(ii) to the Company's Registration
Statement No. 333-30629 on Form S-8, filed with the
Commission on July 2, 1997.
4.3 Monocacy Bancshares, Inc. 1994 Stock Incentive Plan, as
amended.
5 Opinion of Shumaker Williams, P.C.
(previously filed).
23.1 Consent of Stegman & Company.
23.2 Consent of Shumaker Williams, P.C.
(previously filed).
24 Power of Attorney of Directors and
Officers (included on Signature Pages).
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
2
<PAGE>
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) shall not apply if
the information required to be included in
a post-effective amendment by those
paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section
13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each
post-effective amendment shall be deemed to be a
new registration statement relating to the
securities offered therein, and the offering of
such securities at the time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, and,
where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed
to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities, other than
the payment of the Registrant of expenses incurred or
paid by a director, officer or controlling person of
the Registrant in the successful defense of any action
suit or proceeding as asserted by such director,
officer or controlling person
3
<PAGE>
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 of
1933 and will be governed by the final adjudication of
such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Post-Effective Amendment No. 1 to
the Registrant's Registration Statement No. 33-82332 on Form S-8
to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Taneytown, State of Maryland on
July 2, 1997.
MONOCACY BANCSHARES, INC.
By: /s/ Frank W. Neubauer
-----------------------------
Frank W. Neubauer, President and
Chief Executive Officer
<PAGE>
INDEX TO EXHIBITS
Page No.
In Sequentially
Numbered
Exhibit No. Original
- ----------- -------------
4.1 Articles of Incorporation of Monocacy
Bancshares, Inc. Incorporated by
reference to Exhibit 3(i) to the
Company's Registration Statement
No. 333-30629 on Form S-8, filed
with the Commission on July 2, 1997.
4.2 Bylaws of Monocacy Bancshares, Inc.
(Incorporated by reference to Exhibit 3(ii)
to the Company's Registration Statement
No. 333-30629 on Form S-8, filed with
the Commission on July 2, 1997.
4.3 Monocacy Bancshares, Inc. 1994 Stock 9
Incentive Plan, as amended.
5 Opinion of Shumaker Williams, P.C.
(previously filed).
23.1 Consent of Stegman & Company. 18
23.2 Consent of Shumaker Williams, P.C.
(previously filed).
24 Power of Attorney of Directors and
Officers (included on Signature
Pages).
EXHIBIT 4.1
Articles of Incorporation of Monocacy Bancshares, Inc.
(Incorporated by reference to Exhibit 3(i) to the Company's
Registration Statement No. 333-30629 on form S-8 filed
with the Commission on July 2, 1997
EXHIBIT 4.2
Bylaws of Monocacy Bancshares, Inc.
(Incorporated by reference to Exhibit 3(ii) to the
Company's Registration Statement No. 333-30629 on
Form S-8, filed with the Commission on July 2, 1997.
EXHIBIT 4.3
1994 STOCK INCENTIVE PLAN
<PAGE>
MONOCACY BANCSHARES, INC.
1994 STOCK INCENTIVE PLAN
(as amended)
1. Purpose. The purpose of this Stock Incentive Plan (the
"Plan") is to advance the development, growth and financial
condition of Monocacy Bancshares, Inc. (the "Corporation") and
each subsidiary thereof as defined in Section 424 of the Internal
Revenue Code of 1986, as amended (the "Code"), by providing
incentives through participation in the appreciation of capital
stock of the Corporation so as to secure, retain and motivate
personnel who may be responsible for the operation and management
of the affairs of the Corporation and any such subsidiary now or
hereafter existing ("Subsidiary").
2. Term. The Plan shall become effective as of the date it is
adopted by the Corporation's Board of Directors (the "Board"), so
long as the Corporation's stockholders duly approve the Plan
within twelve (12) months either before or after the date of the
Board's adoption of the Plan. Any and all options and rights
awarded under the Plan ("Awards") before it is so approved by the
Corporation's stockholders shall be conditional upon and may not
be exercised before timely obtainment of such approval, and shall
lapse upon the failure thereof. If the Plan is so approved, it
shall continue in effect until all Awards either have lapsed or
been exercised, satisfied or canceled according to their terms
under the Plan.
3. Stock. The shares of stock that may be issued under the Plan
shall not exceed in the aggregate 110,000 shares of the
Corporation's common stock, par value $5.00 per share (the
"Stock"), as may be adjusted pursuant to paragraph 18 hereof.
Such shares of Stock may be either authorized and unissued shares
of Stock, or authorized shares of Stock issued by the Corporation
and subsequently reacquired by it as treasury stock. Under no
circumstances shall any fractional shares of Stock be issued or
sold under the Plan or any Award. Except as may be otherwise
provided in the Plan, any Stock subject to an Award that for any
reason lapses or terminates prior to its exercise as to such
Stock shall become and again be available under the Plan. The
Corporation shall reserve and keep available, and shall duly
apply for any requisite governmental authority to issue or sell
the number of shares of Stock needed to satisfy the requirements
of the Plan while in effect. The Corporation's failure to obtain
any such governmental authority deemed necessary by the
Corporation's legal counsel for the lawful issuance and sale of
Stock under the Plan shall relieve the Corporation of any duty,
or liability for the failure to issue or sell such Stock as to
which such authority has not been obtained.
4. Administration. The Plan shall be administered by a
committee (the "Committee") consisting of two (2) or more
directors from the Board serving for such terms as determined,
selected and appointed by the Board. The Board shall fill all
vacancies occurring in the Committee's membership, and at any
time and for any reason may add additional members to the
Committee or may remove members from the Committee and appoint
their successors. Except as otherwise permitted under Section
16(b) of the Securities Exchange Act of 1934, as amended, and
applicable rules and regulations thereto, a member of the
Committee must be a director of the Corporation and during the
year prior to commencing service on the Committee, and while a
member of the Committee, was not granted or awarded any Awards,
allocations or other options or rights of or with respect to
Stock or any other equity securities of the Corporation or its
affiliates pursuant to the Plan or any other plan of the
Corporation or its affiliates which provides for grants or
awards. A majority of the Committee's membership shall
constitute a quorum for the transaction of all business of the
Committee, and all decisions and actions taken by the Committee
shall be determined by a majority of the members of the Committee
attending a meeting at which a quorum of the Committee is
present.
The Committee shall be responsible for the management and
operation of the Plan and, subject to its provisions, shall have
full, absolute and final power and authority, exercisable in its
sole discretion: to interpret and construe the provisions of the
Plan, adopt, revise and rescind rules and regulations relating to
the Plan and its administration, and decide all questions of fact
arising in the application thereof; to determine what, to whom,
when and under what facts and circumstances Awards shall be made,
and the form, number, terms, conditions and duration thereof,
including but not limited to when exercisable, the number of
shares of Stock subject thereto, and Stock option purchase
prices; to adopt, revise and rescind procedural rules for the
transaction of the Committee's business, subject to any
directives of the Board not inconsistent with the provisions or
intent of the Plan or applicable provisions of law; and to make
all other determinations and decisions, take all actions and do
all things necessary or appropriate in and for the administration
of the Plan. The Committee's determinations, decisions and
actions under the Plan, including but not limited to those
1
<PAGE>
described above, need not be uniform or consistent, but may be
different and selectively made and applied, even in similar
circumstances and among similarly situated persons. Unless
contrary to the provisions of the Plan, all decisions,
determinations and actions made or taken by the Committee shall
be final and binding upon the Corporation and all interested
persons, and their heirs, personal and legal representatives,
successors, assigns and beneficiaries. No member of the
Committee or of the Board shall be liable for any decision,
determination or action made or taken in good faith by such
person under or with respect to the Plan or its administration.
5. Awards. Awards may be made under the Plan in the form of:
(a) "Qualified Options" to purchase Stock that are intended to
qualify for certain tax treatment as incentive stock options
under Sections 421 and 422 of the Code, (b) "Non-Qualified
Options" to purchase Stock that are not intended to qualify under
Sections 421-424 of the Code, (c) Stock appreciation rights
("SARs"), or (d) "Restricted Stock". More than one Award may be
granted to an eligible person, and the grant of any Award shall
not prohibit the grant of any other Award, either to the same
person or otherwise, or impose any obligation upon the person to
whom granted to exercise the Award. All Awards and the terms and
conditions thereof shall be set forth in written agreements, in
such form and content as approved by the Committee from time to
time, and shall be subject to the provisions of the Plan whether
or not contained in such agreements. Multiple Awards for a
particular person may be set forth in a single written agreement
or in multiple agreements, as determined by the Committee, but in
all cases each agreement for one or more Awards shall identify
each of the Awards thereby represented as a Qualified Option,
Non-Qualified Option, SAR, or Restricted Stock, as the case may
be. Every Award made to a person (a "Recipient") shall be
exercisable during his or her lifetime only by the Recipient, and
shall not be salable, transferable or assignable by the Recipient
except by his or her Will or pursuant to applicable laws of
descent and distribution.
6. Eligibility. Persons eligible to receive Awards shall be
those key officers and other management employees of the
Corporation and each Subsidiary as determined by the Committee.
In no case, however, shall any current member of the Committee be
eligible to receive any Awards. A person's eligibility to
receive Awards shall not confer upon him or her any right to
receive any Awards; rather, the Committee shall have the sole
authority, exercisable in its discretion consistent with the
provisions of the Plan, to select when, to whom and under what
facts and circumstances Awards will be made. Except as otherwise
provided, a person's eligibility to receive, or actual receipt of
Awards under the Plan shall not limit or affect his or her
benefits under or eligibility to participate in any other
incentive or benefit plan or program of the Corporation or its
affiliates.
7. Qualified Options. In addition to other applicable
provisions of the Plan, all Qualified Options and Awards thereof
shall be under and subject to the following terms and conditions:
(a) No Qualified Option shall be awarded more than ten (10)
years after the date the Plan is adopted by the Board or
the date the Plan is approved by the Corporation's
stockholders, whichever date is earlier;
(b) The time period during which any Qualified Option is
exercisable, as determined by the Committee, shall not
commence before the expiration of six (6) months or
continue beyond the expiration of ten (10) years after the
date such Option is awarded;
(c) If the Recipient of a Qualified Option ceases to be
employed by the Corporation or any Subsidiary for any
reason other than his or her death, the Committee may
permit the Recipient thereafter to exercise such Option
during its remaining term for a period of not more than
three (3) months after such cessation of employment to the
extent that the Option was then and remains exercisable,
unless such employment cessation was due to the Recipient's
disability as defined in Section 22(e)(3) of the Code, in
which case such three (3) month period shall be twelve (12)
months; if the Recipient dies while employed by the
Corporation or a Subsidiary, the Committee may permit the
Recipient's qualified personal representatives, or any
persons who acquire the Qualified Option pursuant to his or
her Will or laws of descent and distribution, thereafter to
exercise such Option during its remaining term for a period
of not more than twelve (12) months after the Recipient's
death to the extent that
2
<PAGE>
the Option was then and remains exercisable; the Committee
may impose terms and conditions upon and for said exercise
of such Qualified Option after such cessation of the
Recipient's employment or his or her death;
(d) The purchase price of a share of Stock subject to any
Qualified Option, as determined by the Committee, shall not
be less than the Stock's fair market value at the time such
Option is awarded, as determined under paragraph 13 hereof,
or less than the Stock's par value.
8. Non-Qualified Options. In addition to other applicable
provisions of the Plan, all Non-Qualified Options and Awards
thereof shall be under and subject to the following terms and
conditions:
(a) The time period during which any Non-Qualified Option is
exercisable, as determined by the Committee, shall not
commence before the expiration of six (6) months or
continue beyond the expiration of ten (10) years after the
date such Option is awarded;
(b) If a Recipient of a Non-Qualified Option, before its lapse
or full exercise, ceases to be eligible under the Plan, the
Committee may permit the Recipient thereafter to exercise
such Option during its remaining term, to the extent that
the Option was then and remains exercisable, for such time
period and under such terms and conditions as may be
prescribed by the Committee;
(c) The purchase price of a share of Stock subject to any
Non-Qualified Option, as determined by the Committee, shall
not be less than the Stock's fair market value at the time
such Option is awarded, as determined under paragraph 13
hereof.
9. Stock Appreciation Rights. In addition to other applicable
provisions of the Plan, all SARs and Awards thereof shall be
under and subject to the following terms and conditions:
(a) SARs may be granted either alone, or in connection with
another previously or contemporaneously granted Award
(other than another SAR) so as to operate in tandem
therewith by having the exercise of one affect the right to
exercise the other, as and when the Committee may
determine; however, no SAR shall be awarded in connection
with a Qualified Option more than ten (10) years after the
date the Plan is adopted by the Board or the date the Plan
is approved by the Corporation's stockholders, whichever
date is earlier;
(b) Each SAR shall entitle its Recipient to receive upon
exercise of the SAR all or a portion of the excess of (i)
the fair market value at the time of such exercise of a
specified number of shares of Stock as determined by the
Committee, over (ii) a specified price as determined by the
Committee of such number of shares of Stock that, on a per
share basis, is not less than the Stock's fair market value
at the time the SAR is awarded;
(c) Upon exercise of any SAR, the Recipient shall be paid
either in cash or in Stock, or in any combination thereof,
as the Committee shall determine; if such payment is to be
made in Stock, the number of shares thereof to be issued
pursuant to the exercise shall be determined by dividing
the amount payable upon exercise by the Stock's fair market
value at the time of exercise;
(d) The time period during which any SAR is exercisable, as
determined by the Committee, shall not commence before the
expiration of six (6) months or continue beyond the
expiration of ten (10) years after the date such SAR is
awarded; however, no SAR connected with another Award shall
be exercisable beyond the last date that such other
connected Award may be exercised;
(e) If a Recipient of a SAR, before its lapse or full exercise,
ceases to be eligible under the Plan, the Committee may
permit the Recipient thereafter to exercise such SAR during
its remaining term, to the extent that the SAR was then and
remains exercisable, for such time period and under such
terms and conditions as may be prescribed by the Committee;
3
<PAGE>
(f) No SAR shall be awarded in connection with any Qualified
Option unless the SAR (i) lapses no later than the
expiration date of such connected Option, (ii) is for not
more than the difference between the Stock purchase price
under such connected Option and the Stock's fair market
value at the time the SAR is exercised, (iii) is
transferable only when and as such connected Option is
transferable and under the same conditions, (iv) may be
exercised only when such connected Option may be exercised,
and (v) may be exercised only when the Stock's fair market
value exceeds the Stock purchase price under such connected
Option.
10. Restricted Stock. In addition to other applicable provisions
of the Plan, all Restricted Stock and Awards thereof shall be
under and subject to the following terms and conditions:
(a) Restricted Stock shall consist of shares of Stock that may
be acquired by and issued to a Recipient at such time, for
such or no purchase price, and under and subject to such
transfer, forfeiture and other restrictions, conditions or
terms as shall be determined by the Committee, including
but not limited to prohibitions against transfer,
substantial risks of forfeiture within the meaning of
Section 83 of the Code, and attainment of performance or
other goals, objectives or standards, all for or applicable
to such time periods as determined by the Committee;
(b) Except as otherwise provided in the Plan or the Restricted
Stock Award, a Recipient of shares of Restricted Stock
shall have all the rights as does a holder of Stock,
including without limitation the right to vote such shares
and receive dividends with respect thereto; however, during
the time period of any restrictions, conditions or terms
applicable to such Restricted Stock, the shares thereof and
the right to vote the same and receive dividends thereon
shall not be sold, assigned, transferred, exchanged,
pledged, hypothecated, encumbered or otherwise disposed of
except as permitted by the Plan or the Restricted Stock
Award;
(c) Each certificate issued for shares of Restricted Stock
shall be deposited with the Secretary of the Corporation,
or the office thereof, and shall bear a legend in
substantially the following form and content:
This Certificate and the shares of Stock hereby represented
are subject to the provisions of the Corporation's Stock
Incentive Plan and a certain agreement entered into between
the owner and the Corporation pursuant to said Plan. The
release of this Certificate and the shares of Stock hereby
represented from such provisions shall occur only as
provided by said Plan and agreement, a copy of which are on
file in the office of the Secretary of the Corporation.
Upon the lapse or satisfaction of the restrictions,
conditions and terms applicable to such Restricted Stock, a
certificate for the shares of Stock free thereof without
such legend shall be issued to the Recipient;
(d) If a Recipient's employment with the Corporation or a
Subsidiary ceases for any reason prior to the lapse of the
restrictions, conditions or terms applicable to his or her
Restricted Stock, all of the Recipient's Restricted Stock
still subject to unexpired restrictions, conditions or
terms shall be forfeited absolutely by the Recipient to the
Corporation without payment or delivery of any
consideration or other thing of value by the Corporation or
its affiliates, and thereupon and thereafter neither the
Recipient nor his or her heirs, personal or legal
representatives, successors, assigns, beneficiaries, or any
claimants under the Recipient's Last Will or laws of
descent and distribution, shall have any rights or claims
to or interests in the forfeited Restricted Stock or any
certificates representing shares thereof, or claims against
the Corporation or its affiliates with respect thereto.
11. Exercise. Except as otherwise provided in the Plan, Awards
may be exercised in whole or in part by giving written notice
thereof to the Secretary of the Corporation, or his or her
designee, identifying the Award being exercised, the number of
shares of Stock with respect thereto, and other information
pertinent to exercise of the Award. The purchase price of the
shares of Stock with respect to which an Award is exercised shall
be paid
4
<PAGE>
with the written notice of exercise, either in cash or in Stock
at its then current fair market value, or in any combination
thereof, as the Committee shall determine; provided, that if the
Stock tendered as payment for a Qualified Option was acquired
through the exercise of a Qualified Option, the Recipient must
have held such Stock for a period not less than the holding
period described in Code Section 422(a)(1). Funds received by
the Corporation from the exercise of any Award shall be used for
its general corporate purposes.
The number of shares of Stock subject to an Award shall be
reduced by the number of shares of Stock with respect to which
the Recipient has exercised rights under the Award. If a SAR is
awarded in connection with another Award, the number of shares of
Stock that may be acquired by the Recipient under the other
connected Award shall be reduced by the number of shares of Stock
with respect to which the Recipient has exercised his or her SAR,
and the number of shares of Stock subject to the Recipient's SAR
shall be reduced by the number of shares of Stock acquired by the
Recipient pursuant to the other connected Award.
The Committee may permit an acceleration of previously
established exercise terms of any Awards or the lapse of
restrictions thereon as, when, under such facts and
circumstances, and subject to such other or further requirements
and conditions as the Committee may deem necessary or
appropriate. In addition: (a) if the Corporation or its
stockholders execute an agreement to dispose of all or
substantially all of the Corporation's assets or capital stock by
means of sale, merger, consolidation, reorganization, liquidation
or otherwise, as a result of which the Corporation's stockholders
as of immediately before such transaction will not own at least
fifty percent (50%) of the total combined voting power of all
classes of voting capital stock of the surviving entity (be it
the Corporation or otherwise) immediately after the consummation
of such transaction, thereupon any and all Awards immediately
shall become and remain exercisable with respect to the total
number of shares of Stock still subject thereto for the remainder
of their respective terms unless the transaction is not
consummated and the agreement expires or is terminated, in which
case thereafter all Awards shall be treated as if said agreement
never had been executed; (b) if there is an actual, attempted or
threatened change in the ownership of at least twenty-five
percent (25%) of all classes of voting capital stock of the
Corporation, as determined by the Committee in its sole
discretion, through the acquisition of, or an offer to acquire
such percentage of the Corporation's voting capital stock by any
person or entity, or persons or entities acting in concert or as
a group, and such acquisition or offer has not been duly approved
by the Board, thereupon any and all Awards immediately shall
become and remain exercisable with respect to the total number of
shares of Stock still subject thereto for the remainder of their
respective terms; or (c) if during any period of two (2)
consecutive years, the individuals who at the beginning of such
period constituted the Board, cease for any reason to constitute
at least a majority of the Board, unless the election of each
director of the Board, who was not a director of the Board at the
beginning of such period, was approved by a vote of at least two-thirds of
the directors then still in office who were directors
at the beginning of such period, thereupon any and all Awards
immediately shall become and remain exercisable with respect to
the total amount of shares of Stock still subject thereto for the
remainder of their respective terms. If an event described in
(a), (b) or (c) occurs, the Committee shall immediately notify
the Recipients in writing of the occurrence of such event and
their rights under this paragraph 11.
12. Withholding. Whenever the Corporation is about to issue or
transfer Stock pursuant to any Award, the Corporation may require
the Recipient to remit to the Corporation an amount sufficient to
satisfy fully any federal, state and other jurisdictions' income
and other tax withholding requirements prior to the delivery of
any certificates for such shares of Stock. Whenever payments are
to be made in cash to any Recipient pursuant to his or her
exercise of an Award, such payments shall be made net after
deduction of all amounts sufficient to satisfy fully any federal,
state and other jurisdictions' income and other tax withholding
requirements.
13. Value. Where used in the Plan, the "fair market value" of
Stock or Options or rights with respect thereto, including
Awards, shall mean and be determined by: (a) in the event that
the Stock is listed on an established exchange, the closing price
of the Stock on the relevant date or, if no trade occurred on
that day, on the next preceding day on which a trade occurred,
(b) in the event that the Stock is not listed on an established
exchange, but is then quoted on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"), the
average of the average of the closing bid and asked quotations of
the Stock for the five (5) trading days immediately preceding the
relevant date, or (c) in the event that the Stock is not then
listed on an
5
<PAGE>
established exchange or quoted on NASDAQ, the average of the
average of the closing bid and asked quotations of the Stock for
five (5) trading days immediately preceding the relevant date as
reported by such brokerage firms which are then making a market
in the Stock. In the event that the Stock is not listed on an
established exchange and no closing bid and asked quotations are
available, fair market value shall be determined in good faith by
the Committee. In the case of (b) or (c) above, in the event
that no closing bid or asked quotation is available on one or
more of such trading days, fair market value shall be determined
by reference to the five (5) trading days immediately preceding
the relevant date on which closing bid and asked quotations are
available.
14. Amendment. To the extent permitted by applicable law, the
Board may amend, suspend, or terminate the Plan at any time;
provided, however, that: (a) no amendment may be adopted that
permits an Award to be granted to any member of the Committee;
(b) with respect to qualified options, except as specified in
paragraph 18 hereof, no amendment may be adopted that will
increase the number of shares reserved for Awards under the Plan,
change the option price, or change the provisions required for
compliance with Section 422 of the Code and regulations issued
thereunder; and (c) notwithstanding anything to the contrary
herein, no amendment may be adopted to increase the number of
securities that may be issued under the Plan, except as specified
in paragraph 18 hereof, materially increase the benefits accruing
to recipients or materially modify the requirements for
eligibility to participate in the Plan, without the approval of
the shareholders of the Corporation, to the extent that
shareholder approval is required under Section 16 of the
Securities Exchange Act of 1934, as amended, and the regulations
thereunder, as from time to time in effect. The amendment or
termination of this Plan shall not, without the consent of the
Recipients, alter or impair any rights or obligations under any
Award previously granted hereunder.
In addition and subject to the foregoing, the Committee may
prescribe other or additional terms, conditions and provisions
with respect to the grant or exercise of any or all Awards as the
Committee may determine necessary or appropriate for such Awards
and the Stock subject thereto to qualify under and comply with
all applicable laws, rules and regulations, and changes therein,
including but not limited to the provisions of Sections 421 and
422 of the Code, Section 16 of the Securities Exchange Act of
1934, as amended, and Rule 16b-3 promulgated by the Securities
and Exchange Commission. Without limiting the generality of the
preceding sentence, each Qualified Option, and any SAR awarded in
connection therewith, shall be subject to such other and
additional terms, conditions and provisions as the Committee may
deem necessary or appropriate in order to qualify such Option, or
connected Option and SAR, as an incentive stock option under
Section 422 of the Code, including but not limited to the
following provisions:
(i) the aggregate fair market value, at the time such
Option is awarded, of the Stock subject thereto and of
any Stock or other capital stock with respect to which
incentive stock options qualifying under Sections 421
and 422 of the Code are exercisable for the first time
by the Recipient during any calendar year under the
Plan and any other plans of the Corporation or its
affiliates, shall not exceed $100,000.00; and
(ii) No Qualified Option, or any SAR in connection
therewith, shall be awarded to any person if at the
time of such Award, such person owns Stock possessing
more than ten percent (10%) of the total combined
voting power of all classes of capital stock of the
Corporation or its affiliates, unless at the time such
Option or SAR is awarded the Stock purchase price
under such Option is at least one hundred and ten
percent (110%) of the fair market value of the Stock
subject to such Option and the Option (and any SAR
connected therewith) by its terms is not exercisable
after the expiration of five (5) years from the date
it is awarded.
From time to time, the Committee may rescind, revise and add to
any of such terms, conditions and provisions as may be necessary
or appropriate to have any Awards be or remain qualified and in
compliance with all applicable laws, rules and regulations, and
may delete, omit or waive any of such terms, conditions or
provisions that are no longer required by reason of changes in
applicable laws, rules or regulations.
6
<PAGE>
5. Continued Employment. Nothing in the Plan or any Award shall
confer upon any Recipient or other persons any right to continue
in the employment of, or maintain any particular relationship
with the Corporation or its affiliates, or limit or affect any
rights, powers or privileges that the Corporation or its
affiliates may have to supervise, discipline and terminate such
Recipient or other persons, and the employment and other
relationships thereof. However, the Committee may require as a
condition of making and/or exercising any Award that its
Recipient agree to, and in fact provide services, either as an
employee or in another capacity, to or for the Corporation or any
Subsidiary for such time period following the date the Award is
made and/or exercised as the Committee may prescribe. The
immediately preceding sentence shall not apply to any Qualified
Option to the extent such application would result in
disqualification of said Option as an incentive stock option
under Sections 421 and 422 of the Code.
16. General Restrictions. Each Award shall be subject to the
requirement and provision that if at any time the Committee
determines it necessary or desirable as a condition of or in
consideration of making such Award, or the purchase or issuance
or Stock thereunder, (a) the listing, registration or
qualification of the Stock subject to the Award, or the Award
itself, upon any securities exchange or under any federal or
state securities or other laws, (b) the approval of any
governmental authority, or (c) an agreement by the Recipient with
respect to disposition of any Stock (including without limitation
that at the time of the Recipient's exercise of the Award, any
Stock thereby acquired is being and will be acquired solely for
investment purposes and without any intention to sell or
distribute such Stock), then such Award shall not be consummated
in whole or in part unless such listing, registration,
qualification, approval or agreement shall have been
appropriately effected or obtained to the satisfaction of the
Committee and legal counsel for the Corporation.
17. Rights. Except as otherwise provided in the Plan, the
Recipient of any Award shall have no rights as a holder of the
Stock subject thereto unless and until one or more certificates
for the shares of such Stock are issued and delivered to the
Recipient. No adjustments shall be made for dividends, either
ordinary or extraordinary, or any other distributions with
respect to Stock, whether made in cash, securities or other
property, or any rights with respect thereto, for which the
record date is prior to the date that any certificates for Stock
subject to an Award are issued to the Recipient pursuant to his
or her exercise thereof. No Award, or the grant thereof, shall
limit or affect the right or power of the Corporation or its
affiliates to adjust, reclassify, recapitalize, reorganize or
otherwise change its or their capital or business structure, or
to merge, consolidate, dissolve, liquidate or sell any or all of
its or their business, property or assets.
18. Adjustments. In the event of any change in the number of
issued and outstanding shares of Stock which results from a stock
split, reverse stock split, payment of a stock dividend or any
other change in the capital structure of the Corporation, the
Committee shall proportionately adjust the maximum number of
shares subject to each outstanding Award, and (where appropriate)
the purchase price per share thereof (but not the total purchase
price under the Award), so that upon exercise or realization of
such Award, the Recipient shall receive the same number of shares
he or she would have received had he or she been the holder of
all shares subject to his or her outstanding Award and
immediately before the effective date of such change in the
number of issued and outstanding shares of Stock. Such
adjustments shall not, however, result in the issuance of
fractional shares. Any adjustments under this paragraph 18 shall
be made by the Committee, subject to approval by the Board. No
adjustments shall be made that would cause a Qualified Option to
fail to continue to qualify as an incentive stock option within
the meaning of Section 422 of the Code.
In the event the Corporation is a party to any merger,
consolidation or other reorganization, any and all outstanding
Awards shall apply and relate to the securities to which a holder
of Stock is entitled after such merger, consolidation or other
reorganization. Upon any liquidation or dissolution of the
Corporation, any and all outstanding Awards shall terminate upon
consummation of such liquidation or dissolution, but prior to
such consummation shall be exercisable to the extent that the
same otherwise are exercisable under the Plan.
7
<PAGE>
19. Forfeiture. Notwithstanding anything to the contrary in
this Plan, if the Committee finds after full consideration of the
facts presented on behalf of the Corporation and the involved
Recipient, that he or she has been engaged in fraud,
embezzlement, theft, commission of a felony, or dishonesty in the
course of his or her employment by the Corporation or any
Subsidiary that has damaged it, or that the Recipient has
disclosed trade secrets of the Corporation or its affiliates, the
Recipient shall forfeit all rights under and to all unexercised
Awards, and all exercised Awards under which the Corporation has
not yet delivered payment or certificates for shares of Stock (as
the case may be), all of which Awards and rights shall be
automatically canceled. The decision of the Committee as to the
cause of the Recipient's discharge from employment with the
Corporation or any Subsidiary and the damage thereby suffered
shall be final for purposes of the Plan, but shall not affect the
finality of the Recipient's discharge by the Corporation or
Subsidiary for any other purposes. The preceding provisions of
this paragraph shall not apply to any Qualified Option to the
extent such application would result in disqualification of said
Option as an incentive stock option under Sections 421 and 422 of
the Code.
20. Indemnification. In and with respect to the administration
of the Plan, the Corporation shall indemnify each present and
future member of the Committee and/or of the Board, who shall be
entitled without further action on his or her part to indemnity
from the Corporation for all damages, losses, judgments,
settlement amounts, punitive damages, excise taxes, fines,
penalties, costs and expenses (including without limitation
attorneys' fees and disbursements) incurred by such member in
connection with any threatened, pending or completed action, suit
or other proceedings of any nature, whether civil,
administrative, investigative or criminal, whether formal or
informal, and whether by or in the right or name of the
Corporation, any class of its security holders, or otherwise, in
which such member may be or have been involved, as a party or
otherwise, by reason of his or her being or having been a member
of the Committee and/or of the Board, whether or not he or she
continues to be such a member. The provisions, protection and
benefits of this paragraph shall apply and exist to the fullest
extent permitted by applicable law to and for the benefit of all
present and future members of the Committee and/or of the Board,
and their respective heirs, personal and legal representatives,
successors and assigns, in addition to all other rights that they
may have as a matter of law, by contract, or otherwise, except
(a) as may not be allowed by applicable law, (b) to the extent
there is entitlement to insurance proceeds under insurance
coverage provided by the Corporation on account of the same
matter or proceeding for which indemnification hereunder is
claimed, or (c) to the extent there is entitlement to
indemnification from the Corporation, other than under this
paragraph, on account of the same matter or proceeding for which
indemnification hereunder is claimed.
21. Miscellaneous. Any reference contained in this Plan to a
particular section or provision of law, rule or regulation,
including but not limited to the Internal Revenue Code of 1986
and the Securities Exchange Act of 1934, both as amended, shall
include any subsequently enacted or promulgated section or
provision of law, rule or regulation, as the case may be, of
similar import. With respect to persons subject to Section 16 of
the Securities Exchange Act of 1934, as amended, transactions
under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or any successor rule that may be
promulgated by the Securities and Exchange Commission, and to the
extent any provision of this Plan or action by the Committee
fails to so comply, it shall be deemed null and void, to the
extent permitted by applicable law and deemed advisable by the
Committee. Where used in this Plan: the plural shall include
the singular, and unless the context otherwise clearly requires,
the singular shall include the plural; and, the term "affiliates"
shall mean each and every Subsidiary and any parent of the
Corporation. The captions of the numbered paragraphs contained
in this Plan are for convenience only, and shall not limit or
affect the meaning, interpretation or construction of any of the
provisions of the Plan.
- - - - - - - - - - -
END
- - - - - - - - - - -
EXHIBIT 5
Opinion of Shumaker Williams, P.C.
(Previously Filed)
EXHIBIT 23.1
Consent of Stegman & Company
<PAGE>
STEGMAN
& COMPANY
- ---------------------
Certified Public Accountants and
Management Consultants Since 1915
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 relating to the Monocacy Bancshares, Inc.
1994 Stock Incentive Plan of our report dated January 31, 1997,
with respect to the consolidated financial statements of Monocacy
Bancshares, Inc. incorporated by reference in its Annual Report
on Form 10-KSB for the year ended December 31, 1996, filed with
the Securities and Exchange Commission.
/s/ Stegman & Company
---------------------
Towson, Maryland Stegman & Company
June 30, 1997
Suite 200, 405 East Joppa Road, Baltimore, Maryland 21286 - 410-823-8000 -
1-800-686-3883 - Fax: 410-296-4815
EXHIBIT 23.2
Consent of Shumaker Williams, P.C.
(Previously Filed)
EXHIBIT 24
Power of Attorney of Directors and
Officers (included on Signature Pages)
