As filed with the Securities and
Exchange Commission on November 23, 1999 Registration No. 333-
---------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
REPUBLIC BANCORP, INC.
(Exact name of registrant as specified in its charter)
Kentucky 61-0862051
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
601 West Market Street
Louisville, Kentucky 40202
(Address of Principal Executive Offices)
1997 Director Options
Republic Bancorp, Inc. 1995 Stock Option Plan
(Full Title of the Plans)
Copy to:
Michael Ringswald, General Counsel Cynthia W. Young, Esq.
Republic Bancorp, Inc. Wyatt, Tarrant & Combs
601 West Market Street 2800 Citizens Plaza
Louisville, Kentucky 40202 Louisville, Kentucky 40202
(Name and address of agent for service)
(502) 584-3600
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
Title of Amount Proposed maximum Proposed maximum Amount of
securities To be offering price aggregate offering Registration
to be registered Registered per share(1) price1 fee
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, 2,135,000(2) shares $8.5625 $16,518,156.25 $4,592.05
no par value
Class B Common Stock, 194,500(2) shares $8.5625 $1,665,406.25 $ 462.98
no par value
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1 Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457(c) and (h) based on [1] the average of the high and low prices of the
Class A Common Stock on the Nasdaq National Market System as of November 18,
1999 ($8-3/4 and $8-3/8), with respect to the 1,902,500 shares of Class A Common
Stock and 194,500 shares of Class B Common Stock issuable under the 1995 Stock
Option Plan, and [2] the actual exercise price ($6.00 per share) with respect to
the 38,000 shares of Class A Common Stock issuable under the 1997 Director
Options. The Class B Common Stock is convertible, on a one-to-one basis, into
Class A Common Stock and, since it has no established trading market, is assumed
to have the same price as the Class A Common Stock, for purposes of the
calculation. In accordance with Rule 457(i), no amount is shown with respect to
the 194,500 shares of Class A Common Stock issuable upon conversion of the Class
B Common Stock, which are also being registered hereby.
2 Includes 1,902,500 shares of Class A Common Stock and 194,500 shares of Class
B Common Stock issuable under the 1995 Stock Option Plan and 38,000 shares of
Class A Common Stock issuable under the 1997 Director Options, in each case
subject to adjustment as provided in the 1995 Stock Option Plan. Also includes
194,500 shares of Class A Common Stock issuable upon conversion of such shares
of Class B Common Stock. The Registrant also registers hereby such indeterminate
number of additional shares of Class A Common Stock and Class B Common Stock as
may be required to cover antidilutive adjustments in accordance with the 1995
Stock Option Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference the following documents
in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999;
3. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999;
4. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999; and
5. The description of the Class A Common Stock of the Registrant
contained in the Registrant's Registration Statement on Form
8-A, including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The Class A Common Stock of the Registrant is registered under Section
12(g) of the Exchange Act. The following is a description of the Class B Common
Stock of the Registrant:
DESCRIPTION OF CLASS B COMMON STOCK
The rights of the Class B Common Stock are governed by the Articles of
Incorporation and Bylaws of the Registrant and the Kentucky Business Corporation
Act.
The following briefly outlines certain rights of the Class B Common
Stock:
<PAGE>
VOTING RIGHTS. The Class B Common Stock carries the right to 10 votes
per share on all matters presented to a vote of the shareholders of the
Registrant. The Class B Common Stock votes together with the Class A Common
Stock (which carries the right to one vote per share) as a single voting group
unless Kentucky law requires separate voting on a particular matter.
In the election of directors, cumulative voting rules apply. Under
cumulative voting, each shareholder is entitled to vote the number of votes of
the shares owned by him or her on the record date multiplied by the number of
directors to be elected. Each shareholder may cast all of his or her votes for a
single nominee or may distribute his votes in any manner among as many
candidates as the shareholder sees fit.
The Registrant's Articles of Incorporation limit the right of
shareholders to call a special meeting of the shareholders. Under the Articles
of Incorporation, special meetings of shareholders may only be called by the
board of directors or shareholders owning shares representing more than 50% of
the votes entitled to be cast by all shareholders of the Registrant. The
affirmative vote of shareholders owning more than 50% of the voting power of the
then outstanding voting stock is required to amend this provision of the
Articles of Incorporation.
DIVIDENDS. Subject to any preferential rights of any shares of
Preferred Stock then outstanding, and applicable requirements of law, the Class
B Common Stock is entitled to dividends from funds legally available therefor
if, as and when declared by the board of directors of the Registrant.
If any dividend is paid with respect to the Class B Common Stock, a
dividend of like kind must be declared and paid contemporaneously with respect
to the Class A Common Stock. If a cash dividend is paid on the Class B Common
Stock, a cash dividend must be paid on the Class A Common Stock in an amount per
share equal to 110% of the dividend paid per share on the Class B Common Stock
(rounded to the nearest $.0001). If a stock dividend, payable in shares of Class
B Common Stock, is paid on the Class B Common Stock, a stock dividend, payable
in shares of Class A Common Stock, must be paid on the Class A Common Stock at
the same per share rate. If a dividend is paid on the Class B Common Stock other
than in cash or shares of Class B Common Stock, an equal dividend, on a per
share basis, must be paid on the Class A Common Stock.
The instruments under which the securities of the Registrant's
subsidiary, Republic Capital Trust, are outstanding prohibit the payment of
dividends on the Registrant's common stock if the Registrant elects to defer
payments on the trust subsidiary's securities, as permitted by those
instruments.
CONVERSION. The Class B Common Stock is convertible into shares of
Class A Common Stock on a one-for-one basis. Only whole shares of Class B Common
Stock can be converted. Holders cannot convert a fractional share of Class B
Common Stock into a fractional share of Class A Common Stock.
<PAGE>
To convert shares of Class B Common Stock into shares of Class A Common
Stock, the record holder of the Class B Common Stock must
< endorse the stock certificate (or certificates) representing the shares
of Class B Common Stock for transfer,
< surrender the endorsed certificate (or certificates) at the office of
the Registrant or of any transfer agent for the Class B Common Stock,
and
< give written notice to the Registrant at such office that the holder is
electing to convert the shares.
The Registrant will, as soon as practicable thereafter, issue and deliver at
such office to the converting shareholder a certificate for the shares of Class
A Common Stock the shareholder is entitled to receive as a result of the
conversion. The conversion of shares of Class B Common Stock into Class A Common
Stock will be deemed to have been made immediately prior to the close of
business on the date of surrender of the shares of Class B Common Stock to be
converted, and the converting shareholder will be treated for all purposes as
the record holder of such shares of Class A Common Stock at such time on such
date.
The Registrant is required to reserve and keep available out of its
authorized but unissued shares of Class A Common Stock, solely for the purpose
of effecting the conversion of the shares of the Class B Common Stock, a
sufficient number of shares of Class A Common Stock to effect the conversion of
all outstanding shares of the Class B Common Stock. If at any time the number of
authorized but unissued shares of Class A Common Stock is not sufficient to
effect the conversion of all of the then outstanding shares of the Class B
Common Stock, the Registrant will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued
shares of Class A Common Stock to such number of shares as shall be sufficient
for such purpose, including, without limitation, engaging in best efforts to
obtain the requisite shareholder approval of any necessary amendment to the
Registrant's Articles of Incorporation.
PREEMPTIVE RIGHTS. Holders of the Class B Common Stock are not entitled
to preemptive rights with respect to any shares which may be issued.
REDEMPTION. The Class B Common Stock is not subject to redemption or
to any sinking fund.
<PAGE>
CONVERSION OR REDEMPTION. The Class B Common Stock is convertible into
shares of Class A Common Stock on a one-for-one basis. The Class B Common Stock
is not subject to redemption or to any sinking fund.
PREEMPTIVE RIGHTS. Holders of the Class B Common Stock are not entitled
to preemptive rights with respect to any shares which may be issued.
DISSOLUTION. If the Registrant is dissolved, the holders of the Class B
Common Stock, together with the holders of the Class A Common Stock, will be
entitled to receive, pro rata based on the number of shares held, the remaining
assets of the Registrant after the satisfaction of the Registrants liabilities
and any preferential liquidation rights of any then outstanding shares of
Preferred Stock of the Registrant.
ASSESSABILITY. Shares of Class B Common Stock issued against receipt of
the consideration authorized by the board of directors consisting of property
paid or services rendered are not subject to liability for further calls or to
assessment by the Registrant or for liabilities of the Registrant imposed on its
shareholders under Kentucky statutes.
ANTI-DILUTION PROVISION. The Registrant's Articles of Incorporation
require that, if there is a change in the number of issued and outstanding
shares of Class A Common Stock as a result of share split, reverse share split,
share dividend or similar recapitalization (a "Capital Change"), then a Capital
Change of like kind must be made in the issued and outstanding shares of Class B
Common Stock. Likewise, if there is a Capital Change in the issued and
outstanding shares of Class B Common Stock, a Capital Change of like kind must
occur in the issued and outstanding shares of Class A Common Stock.
OTHER ASPECTS. The Articles of Incorporation of the Registrant do not
contain any restriction on the alienability of the Class B Common Stock or any
provision discriminating against any existing or prospective holder of shares of
Class B Common Stock as a result of such shareholder owning a substantial amount
of securities.
In addition to the Class A and the Class B Common Stock, the Registrant
is also authorized to issue 100,000 shares of Preferred Stock. The Preferred
Stock is preferred as to the payment of dividends over the Class B Common Stock
and shall be preferred over the Class B Common Stock upon liquidation,
dissolution or winding up of the affairs of the Registrant. The Registrant's
Articles of Incorporation authorize the board of directors of the Registrant to
establish series of Preferred Stock and to fix the relative rights and
preferences of shares of the series established. The authority vested in the
board of directors by the Articles of Incorporation includes the authority,
within the limitations imposed by law and the Articles of Incorporation, to fix
and determine as to each series of Preferred Stock:
[1] The voting rights and powers, if any, of the holders of shares
of such series;
<PAGE>
[2] The number of shares and designation of such series;
[3] The annual dividend rate and whether cumulative, noncumulative, or
partially cumulative;
[4] The prices at which, and the terms and conditions on which, shares
of such series may be redeemed;
[5] The amounts payable on shares of such series in the event of
any voluntary or involuntary liquidation, dissolution, or
winding up of the affairs of the Registrant;
[6] Whether the shares of such series shall have a preference, as
to the payment of dividends or otherwise, over the shares of
any other series;
[7] The terms, if any, upon which shares of such series may be
convertible into, or exchangeable for, shares of any other
class or classes or of any other series of the same or any
other class or classes, including the price or prices and the
rate of conversion or exchange, any adjustments thereof, and
all other terms and conditions;
[8] The sinking fund provisions, if any, for the redemption or purchase
of shares of such series; and
[9] Such other provisions as may be fixed by the board of directors of
the Registrant pursuant to Kentucky law.
To the extent the board of directors of the Registrant exercises this
authority granted it in the Articles of Incorporation, the fixing of the
relative rights, preferences and limitations of shares of Preferred Stock,
vis-a-vis the Class B Common Stock, could have the effect of modifying the
rights of holders of Class B Common Stock. The issuance of Preferred Stock may
have the effect of delaying, deferring or preventing a change in control of the
Registrant without further action by shareholders and may adversely affect the
voting and other rights of the holders of Class B Common Stock.
The Preferred Stock and, because of its voting rights, the Class B
Common Stock could be deemed to have an anti-takeover effect. If a hostile
takeover situation should arise, shares of Class B Common Stock and/or Preferred
Stock could be issued to purchasers sympathetic with the Registrant's management
or others in such a way as to render more difficult or to discourage a merger,
tender offer, proxy contest, the assumption of control by a holder of a large
block of the Registrant's securities or the removal of incumbent management.
The effects of the issuance of a series of the Preferred Stock on the
holders of Class B Common Stock could include, among other things, (i) reduction
<PAGE>
of the amount otherwise available for payments of dividends on Class B Common
Stock if dividends are payable on the series of Preferred Stock; (ii)
restrictions on dividends on Class B Common Stock if dividends on the series of
Preferred Stock are in arrears; (iii) dilution of the voting power of Class B
Common Stock if the series of Preferred Stock has voting rights, including a
possible "veto" power if the series of Preferred Stock has class voting rights;
(iv) dilution of the equity interest of holders of Class B Common Stock if the
series of Preferred Stock is convertible, and is converted, into Class B Common
Stock; and (v) restrictions on the rights of holders of Class B Common Stock to
share in the Registrant's assets upon liquidation until satisfaction of any
liquidation preference granted to the holders of the series of Preferred Stock.
Holders of Class B Common Stock have no preemptive rights to purchase or
otherwise acquire any Preferred Stock that may be issued.
ELIMINATION OF CERTAIN LIABILITIES AND INDEMNIFICATION RIGHTS. The
Articles of Incorporation of the Registrant limit the liability of directors to
the Registrant and its shareholders to the maximum extent permitted by
applicable law. Under Section 271B.2-020 of the Kentucky Business Corporation
Act, the personal liability of a director may not be eliminated or limited for
the following actions:
(1) for any transaction in which the director's personal financial
interest is in conflict with the financial interests of the
corporation or its shareholders;
(2) for acts or omissions not in good faith or which involve
intentional misconduct or are known by the director to violate
law;
(3) actions involving an unlawful distribution in violation of
KRS 271B.8-330; and
(4) for any transaction from which the director derived an improper
personal benefit.
If the Kentucky General Assembly expands the types of director liabilities that
can be eliminated or limited, the personal liability of directors of the
Registrant under the Articles of Incorporation will likewise be eliminated or
limited without any further action by shareholders.
Under Kentucky law, a corporation has broad powers of indemnification.
A person may be indemnified for judgments, penalties, fines, settlements, and
reasonable expenses incurred by that person in proceedings in connection with
the person's official capacity in the corporation. Indemnification against
reasonable legal expenses incurred by a person in such a proceeding is mandatory
when the person is wholly successful in the defense of the proceeding. The
Bylaws of the Registrant also require the Registrant to indemnify, and permit
the Registrant to advance expenses to, all directors, officers, employees or
agents of the Registrant who were or are threatened to be made a defendant or
respondent to any threatened, pending or completed action, suit or proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that he or she is or was a director, officer, employee or agent of the
Registrant, to the fullest extent that is expressly permitted or required by the
Kentucky statutes and all other applicable law.
<PAGE>
CONFLICT OF INTEREST TRANSACTIONS. The Articles of Incorporation
provide that the Registrant may enter into conflict of interest transactions
with officers, directors and/or shareholders. According to the Articles of
Incorporation, a conflict of interest transaction that is approved by
shareholders holding a majority of the voting power is valid and binding as
though ratified by every shareholder of the Registrant.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Class A Common Stock and
Class B Common Stock being offered by the Registration Statement will be passed
on for the Registrant by the law firm of Wyatt, Tarrant & Combs. Wyatt, Tarrant
& Combs provides legal services from time to time to the Registrant, and
partners of Wyatt, Tarrant & Combs own shares of the Registrant's common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Bylaws of the Registrant require the Registrant to indemnify, and
permit the Registrant to advance expenses to, all directors, officers, employees
or agents of the Registrant who were or are threatened to be made a defendant or
respondent to any threatened, pending or completed action, suit or proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that he or she is or was a director, officer, employee or agent of the
Registrant, to the fullest extent that is expressly permitted or required by the
Kentucky statutes and all other applicable law.
The circumstances under which Kentucky law requires or permits a
corporation to indemnify its directors, officers, employees and/or agents are
set forth at KRS 271B.8-500, et seq.
Generally, under KRS 271B.8-500 ET SEQ., a corporation may indemnify an
individual made a party to a proceeding because he is or was a director or
officer against liability incurred in the proceeding if:
[1] He conducted himself in good faith; and
[2] He reasonably believed
[a] in the case of conduct in his official capacity with the
corporation that his conduct was in its best interests; and
<PAGE>
[b] in all other cases, that his conduct was at least not
opposed to its best interests; and
[c] in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
A corporation may not indemnify a director or officer: [1] in
connection with a proceeding by or in the right of the corporation in which the
director or officer was adjudged liable to the corporation; or [2] in connection
with any other proceeding charging improper personal benefit to him, whether or
not involving action in his official capacity, in which he was adjudged liable
on the basis that personal benefit was improperly received by him.
Indemnification permitted in connection with a proceeding by or in the
right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.
The Registrant may provide liability insurance for each director and officer
for certain losses arising from claims or changes made against them while acting
in their capabilities as directors or officers of Registrant, whether or not
Registrant would have the power to indemnify such person against such liability,
as permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits listed on the Exhibit Index appearing on page 14 of this
Registration Statement are hereby incorporated by reference.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
< To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
< To include any prospectus required by Section 10(a)(3) of the Act;
< 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;
<PAGE>
< 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 1.A[1] and 1.A[2] do 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.
< 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.
< 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.
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 that is incorporated by reference in this
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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant, 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 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Louisville, Commonwealth of Kentucky, on November 11,
1999.
REPUBLIC BANCORP, INC.
By /s/ Steven E. Trager
---------------------------------------
Steven E. Trager, Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven E. Trager and Bill Petter, and each of
them, with the power to act without the other, his or her true and lawful
attorney-in-facts and agents, with full power of substitution and
resubstitution, for him or her, and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities indicated and on the dates indicated:
<TABLE>
<CAPTION>
(Signature) (Title) (Date)
<S> <C> <C>
/s/ Andy Anderson Director November 11, 1999
----------------------------
Andy Anderson
/s/ Larry M. Hayes Director November 11, 1999
----------------------------
Larry M. Hayes
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Bill Petter Chief Operating Officer, November 11, 1999
---------------------------- Vice Chairman and Director
Bill Petter
/s/ Sandra Metts Snowden Director November 11, 1999
----------------------------
Sandra Metts Snowden
/s/ R. Wayne Stratton Director November 11, 1999
----------------------------
R. Wayne Stratton
/s/ Samuel G. Swope Director November 11, 1999
----------------------------
Samuel G. Swope
/s/ A. Scott Trager Vice Chairman and Director November 11, 1999
----------------------------
A. Scott Trager
/s/ Bernard M. Trager Chairman & Director November 11, 1999
----------------------------
Bernard M. Trager
/s/ Steven E. Trager Chief Executive Officer and Director November 11, 1999
----------------------------
Steven E. Trager
/s/ Mark A. Vogt Chief Financial and November 11, 1999
---------------------------- Chief Accounting Officer
Mark A. Vogt
</TABLE>
<PAGE>
Exhibit Index
4.1 Articles of Incorporation of Republic Bancorp, Inc., as amended
(incorporated by reference to Exhibit 3(i) to the Registration Statement on
Form S-1 of Republic Bancorp, Inc. (Registration No. 333-56583), filed with
the Securities and Exchange Commission on July 7, 1998 pursuant to the
Securities Exchange Act of 1933)
4.2 Bylaws of Republic Bancorp, Inc., as amended (incorporated by reference to
Exhibit 3(ii) to the Registration Statement on Form S-1 of Republic
Bancorp, Inc. (Registration No. 333-56583), filed with the Securities and
Exchange Commission on July 20, 1998 pursuant to the Securities Exchange
Act of 1933)
5 Opinion of counsel
23.1 Consent of Crowe, Chizek and Company LLP
23.2 Consent of Wyatt, Tarrant & Combs (included in Exhibit 5)
24 Power of attorney (included on the signature page of the Registration
Statement)
99.1 1995 Stock Option Plan of Republic Bancorp, Inc.
99.2 Summary of terms of 1997 Director Options
November 19, 1999
Board of Directors
Republic Bancorp, Inc.
601 West Market Street
Louisville, Kentucky 40202
Re: 2,135,000 Shares of Class A Common Stock, No Par Value Per Share, and
194,500 Shares of Class B Common Stock, No Par Value Per Share, of Republic
Bancorp, Inc., a Kentucky Corporation (the "Company")
Ladies and Gentlemen:
We have acted as counsel to the Company in connection with the
Registration Statement on Form S-8 (the "Registration Statement") being filed by
the Company with the Securities and Exchange Commission pursuant to the
Securities Act of 1933 (as amended) (the "Act"), to register not more than
194,500 shares of Class B common stock, no par value per share (the "Class B
Shares"), to be issued by the Company pursuant to the Republic Bancorp, Inc.
1995 Stock Option Plan (the "Plan"), and not more than 2,135,000 shares of Class
A common stock, no par value per share (the "Class A Shares"), up to 1,902,500
of such Class A Shares to be issued by the Company pursuant to the Plan, up to
38,000 of such Class A Shares to be issued by the Company pursuant to options
granted to certain directors of the Company and its subsidiary, Republic Bank &
Trust Company, subject to the same terms and conditions as contained in the Plan
(the "Directors' Shares"), and 194,500 of such Class A Shares to be issued by
the Company upon conversion of the Class B Shares. The Class A Shares and the
Class B Shares are collectively referred to as the "Shares."
For purposes of rendering the opinion expressed herein, we
have examined and are familiar with the Company, its organization and
proceedings related thereto. We have also examined such other documents and
procedures as we have considered necessary for the purpose of this opinion. We
have relied upon certificates of public officials and representations of
officials of the Company, and have assumed that all documents examined by us as
originals are authentic, that all documents submitted to us as photocopies are
exact duplicates of original documents, and that all signatures on all documents
are genuine.
We have assumed for purposes of this opinion that, to the
extent options are granted, the Shares will be validly authorized on the
respective dates of exercise of any options, and that on the dates of exercise
the options will have been duly executed and delivered and will constitute the
legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms. We have also assumed that, to
the extent the Class B Shares issued upon the exercise of options are converted
into Class A Shares, the Class A Shares will be validly authorized on the
respective dates of conversion of such Class B Shares.
<PAGE>
Based upon and subject to the foregoing and subsequent
qualifications and exceptions, we are of the opinion that the Shares to be
issued by the Company pursuant to, or in the case of the Directors' Shares in
accordance with, the Plan, and the Class A Shares to be issued upon the
conversion of the Class B Shares, will be duly authorized and, when issued and
sold by the Company in accordance with the Registration Statement, the
prospectus delivered to option recipients pursuant to the requirements of the
Act, the pertinent provisions of any applicable state securities laws, and the
Plan, such Shares will be duly and validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the United
States and the Commonwealth of Kentucky, and we express no opinion with respect
to the laws of any other state or jurisdiction.
Our opinion is directed to the Board of Directors of the
Company and may not be relied upon by any persons other than said directors,
recipients of the prospectus and participants in the Plan. We expressly disclaim
any responsibility for advising you of any change hereafter occurring in
circumstances touching or concerning the transaction which is the subject of
this opinion, including any changes in the law or in factual matters occurring
subsequent to the date of this opinion.
We hereby consent to the filing of this opinion, or copies
thereof, as an Exhibit to the Registration Statement. In giving this consent, we
do not thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.
Yours very truly,
WYATT, TARRANT & COMBS
/s/ Wyatt, Tarrant & Combs
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Form S-8 Registration
Statement of Republic Bancorp, Inc., of our report dated January 11, 1999 on the
consolidated financial statements of Republic Bancorp, Inc. as of December 31,
1998 and 1997 and for each of the three years in the period ended December 31,
1998 as included in the registrant's annual report on Form 10-K.
/s/ Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
Louisville, Kentucky
November 19, 1999
Consent of Wyatt, Tarrant, and Combs is included in Exhibit 5,
Opinion of Counsel.
Power of Attorney is included on the Registration page of the Registration
statement on Page 1 of this document.
REPUBLIC BANCORP, INC.
1995 STOCK OPTION PLAN
[All numbers have been restated to reflect a 2-for-1 stock split which occurred
on 7/1/98]
Section 1 -- PURPOSE
The purpose of the 1995 Stock Option Plan (the "Plan") is to promote
the interests of Republic Bancorp, Inc. (the "Company"), and its shareholders by
providing a means to attract, retrain and motivate employees of the Company and
its subsidiaries, and to encourage stock ownership in the Company by such
employees and provide them with a means to acquire a proprietary interest in the
Company.
The stock options provided under the Plan will enable the Company to
respond to changes in compensation practices, tax laws, accounting regulations,
and the size and diversity of its business.
Section 2 -- DEFINITIONS
For purposes of the Plan, the following terms shall have the meanings
below unless the context clearly indicates otherwise:
2.1 "Bank" shall mean Republic Bank & Trust Company
2.2 "Board of Directors" shall mean the Board of Directors of the
Company
2.3 "Change of Control" of the Company shall mean (i) an event or
series of events which have the effect of any "person" as such term is used in
Section 13(d) and 14(d) of the Exchange Act, becoming the "beneficial owner" as
defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of
securities of the Company or the Bank representing a greater percentage of the
combined voting power of the Company's or Bank's then outstanding stock, than
the Trager Family Members as a group; (ii) an event or series of events which
have the effect of decreasing the Trager Family Members' percentage ownership of
the combined voting power of the Company's or Bank's then outstanding stock to
less than 25%; or (iii) the business of the Company or Bank is disposed of
pursuant to a partial or complete liquidation, sale of assets, or otherwise. A
Change in Control shall also be deemed to occur if (i) the Company or Bank
enters into an agreement, the consummation of which would result in the
occurrence of a Change in Control, (ii) any person (including the Company)
publicly announces an intention to take or to consider taking actions which have
consummated would constitute a Change in Control (iii) the Board adopts a
resolution to the effect that a potential Change in Control for purposes of this
Plan has occurred. For purposes of this paragraph, "Trager Family Member" shall
mean Bernard M. Trager, Jean S. Trager and any of their lineal descendants, and
any corporation, partnership, limited liability company or trust the majority
owners or beneficiaries of which are directly or indirectly through another
entity, Bernard M. Trager, Jean S. Trager, or one or more of their lineal
descendants.
<PAGE>
2.4 "Code" shall mean the Internal Revenue Code of 1986, as it may
be amended from time to time.
2.5 "Committee" shall mean the Compensation/Human Resources
Committee appointed by the Board of Directors
2.6 "Company" shall mean Republic Bancorp, Inc.
2.7 "Disability" shall mean permanent disability within the
meaning of Section 22(e)(3) of the Code. The determination of the Committee or
any question involving disability shall be conclusive and binding.
2.8 "Employee" shall mean an employee of the Company or any of its
Subsidiaries who has been designated by the Chairman of the Board of Directors
and approved by the Committee, under the criteria in Section 5, as eligible to
participate in the Plan.
2.9 "Fair Market Value" shall have the meaning specified in
Section 6.2
2.10 "Incentive Stock Option" shall mean an option to purchase Stock
granted under Section 6.2 of the Plan which is designated as an Incentive Stock
Option and is intended to meet the requirements of Section 422 of the Code.
2.11 "Nonqualified Stock Option" shall mean an option to purchase Stock
granted under Section 6.2 of the Plan which is not intended to be an Incentive
Stock Option.
2.12 "Option" shall mean an Incentive Stock Option or a Nonqualified
Stock Option.
2.13 "Option Period" shall mean the period from the date of the grant
of an Option to the date when the Option expires as stated in the terms of the
Stock Option Agreement.
2.14 "Optionee" shall mean an Employee who has been granted an option
to purchase shares of Stock under the provisions of the Plan.
2.15 "Plan" shall mean this Republic Bancorp, Inc. 1995 Stock Option
Plan.
2.16 "Stock" shall mean the Company's voting common stock of no par
value.
2.17 "Stock Option Agreement" shall mean an agreement between an
Optionee and the Company covering the specific terms and conditions of an
Option.
2.18 "Subsidiary" or "Subsidiaries" shall mean any corporation which at
the time qualifies as a subsidiary of the Company under the definition of
"subsidiary corporation" in Section 424(f) of the Code.
<PAGE>
2.19 "Termination of Employment" shall be deemed to have occurred at
the close of business on the last day on which an Employee is carried as an
active employee on the records of the Company or any of its Subsidiaries. The
Committee shall determine whether an authorized leave of absence, or other
absence on military or government service, constitutes severance of the
employment relationship between the Company or a Subsidiary and the Employee.
Section 3 -- STOCK SUBJECT TO PLAN
3.1 AUTHORIZED STOCK. Subject to adjustment as provided in this
Section, the aggregate number of shares of Stock subject to an Option under the
Plan shall not exceed 2,000,000 shares of Class A Common Stock and 200,000
Shares of Class B Common Stock. Stock delivered under the Plan may consist, in
whole or in part, of authorized and unissued shares or treasury shares. Upon
approval by the Board of Directors, the Company may from time to time acquire
shares of Stock on the open market upon such terms as it deems appropriate for
reserve in connection with exercises hereunder.
3.2 EFFECT OF EXPIRATIONS. If any Option granted under the Plan expires
or terminates without exercise, the Stock no longer subject to such Option shall
be available to be re-awarded under the Plan.
3.3 ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation, stock
dividend, split-up, share combination, or other change in the corporate
structure of the Company affecting the number of shares of Stock or the kind of
shares or securities an appropriate and proportionate adjustment shall be made
in the number and kind of shares which may be delivered under the Plan, and in
the number and kind of or price of share subject to outstanding Options;
provided that the number of shares subject to any Option shall always be a whole
number. Any adjustment of an Incentive Stock Option under this Section shall be
made in such a manner so as not to constitute a "modification" within the
meaning of Section 424(h) of the Code. If the Company shall at any time merge or
consolidate with or into another corporation or association, each Optionee will
thereafter receive, upon the exercise of an Option, the securities or property
to which a holder of the number of shares of Stock then deliverable upon the
exercise of such Option would have been entitled upon such merger or
consolidation, and the Company shall take such steps in connection with such
merger or consolidation as may be necessary to assure that the provisions of
this Plan shall thereafter be applicable, as nearly as is reasonably possible,
in relation to any securities or property thereafter deliverable upon the
exercise of such Option. A sale of all or substantially all the assets of the
Company for a consideration (apart from the assumption of obligations)
consisting primarily of securities shall be deemed a merger or consolidation for
the foregoing purposes.
Section 4 -- ADMINISTRATION
4.1 THE COMMITTEE. The Plan shall be administered by the Committee.
<PAGE>
4.2 AUTHORITY OF THE COMMITTEE. Subject to the provisions of the Plan
and upon the submission or request of the Chairman of the Board of Directors,
the Committee shall have sole power to (i) construe and interpret the Plan; (ii)
to establish, amend or waive rules and for its administration; (iii) to
determine and accelerate exercisability of any Option; (iv) to correct
inconsistencies in the Plan or in any Stock Option Agreement, or any other
instrument relating to an Option; and (v) subject to the provisions of Section 8
to amend the terms and conditions of any outstanding Option, to the extent such
terms and conditions are within the discretion of the Committee as provided in
the Plan. Notwithstanding the foregoing, no action of the Committee may, without
the consent of the person or persons entitled to exercise any outstanding
Option, adversely affect the rights of such person or persons. Nothing in this
Section 4.2 shall be construed to give the Committee member the authority to
select any Committee as a person to whom stock may be allocated pursuant to this
Plan, or to determine the number or maximum number of shares of Stock which may
be allocated to any Committee member.
4.3 SELECTION OF EMPLOYEE PARTICIPANTS. The Chairman of the Board of
Directors shall recommend the Employees to whom Options should be granted and
the number of such Options, and the Committee shall have the authority to
approve such grants.
4.4 DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan shall be final, conclusive and
binding on all persons, including the Company, its shareholders. Optionees and
their estates and beneficiaries.
4.5 DELEGATION OF CERTAIN RESPONSIBILITIES. The Committee may, in its
sole discretion, delegate to appropriate officers of the Company the
administration of the Plan under this Section 4; provided, however, that no such
delegation by the Committee shall be made with respect to the administration of
the Plan as its affects officers or directors of the Company and provided
further that the Committee may not delegate its authority to correct
inconsistencies in the Plan. The Committee may delegate to the Chairman of the
Company its authority under this Section 4 to grant Options to Employees who are
not officers or directors of the Company. All authority delegated by the
Committee under this Section 4.5 shall be exercised in accordance with the
provisions of the Plan and any guidelines for the exercise of such authority
that may from time to time be established by the Committee.
4.6 PROCEDURES OF THE COMMITTEE. All determinations of the Committee
shall be made by not less than a majority of its members present at a meeting
(in person or otherwise) at which a quorum is present, or by unanimous written
consent. A majority of the entire Committee shall constitute a quorum for the
transaction of business. To the fullest extent permitted by law, no member of
the Committee shall be liable, and the Company shall indemnify each Committee
member, for any act or omission with respect to his services on the Committee.
Service on the Committee shall constitute service as a director of the Company
so that members of the Committee shall be entitled to indemnification and
reimbursement for services on the Committee to the same extent as for services
as directors of the Company.
4.7 STOCK OPTION AGREEMENTS. Each Option under the Plan shall be
evidenced by a Stock Option Agreement which shall be signed by the Chairman of
the Board and by the Optionee, and shall contain such terms and conditions as
may be approved by the Committee, which need not be the same in all cases. Any
Stock Option Agreement may be supplemented or amended in writing from time to
time as approved by the Committee, provided that the terms of such Agreements as
amended or supplemented, as well as the terms of the original Stock Option
Agreement, are not inconsistent with the provisions of the Plan. An Employee who
receives an Option under the Plan shall not, with respect to the Option, be
deemed to have become an Optionee or an Optionee, or to have any rights with
respect to the Option, unless and until the Employee has executed a Stock Option
Agreement or other instrument evidencing the Option and shall have delivered an
executed copy thereof to the Company, and has otherwise complied with the
applicable terms and conditions of the Option.
<PAGE>
Section 5 -- ELIGIBILITY
Employees of the Company and its Subsidiaries who are expected to
contribute substantially to the growth and profitability of the Company and its
Subsidiaries are eligible to receive Options.
Section 6 -- GRANT OF OPTIONS
6.1 GENERAL. Any Option granted to an Employee may be made either alone
or in conjunction with any other type of Option which may be granted under the
Plan.
6.2 OPTION PRICE. The purchase price per share of Stock covered by an
option shall be determined by the Committee but shall not be less than 100% of
the fair market value (the "Fair Market Value") of such Stock on the date the
Option is granted. The Fair Market Value shall be determined by the Committee in
its sole discretion, provided that, if the Company's Stock is publicly traded on
an established securities market, the Fair Market Value shall be the closing
market price of the Company's Stock as reported on the date of grant, or, if no
trades were reported on that date, the closing price on the most recent trading
day immediately preceding the date of the grant. An Incentive Stock Option
granted to any person who, at the time the Option is granted, owns (within the
meaning of Section 424(d) of the Code) stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or of its
parent or any Subsidiary, shall have an exercise price which is at least 110% of
the Fair Market Value of the Stock subject to the Option.
6.3 OPTION PERIOD. The Option Period shall be determined by the
Committee, but no Option shall be exercisable later than ten years from the date
of grant. Notwithstanding the foregoing, in the case of an Optionee owning
(within the meaning of Section 424(d) of the Code), at the time an Incentive
Stock Option is granted, more than 10% of the total combined voting power of all
classes of stock of the Company or any Subsidiary, such Incentive Stock Option
shall not be exercisable later than five years from the date of grant. No Option
may be exercised at any time unless such Option is valid and outstanding as
provided in this Plan.
6.4 LIMITATION ON AMOUNT OF INCENTIVE STOCK OPTIONS. The aggregate Fair
Market Value (determined as of the time the Option is granted) of the Stock with
respect to which an Optionee=s Incentive Stock Options are exercisable for the
first time during any calendar year (under this and all other stock option plans
of the Company, any Subsidiary or any parent corporation) shall not exceed
$100,000. Options or portions of Options exercisable as a result of acceleration
under Section 10.8 in excess of the $100,000 limit described herein shall be
treated as a Nonqualified Stock Option for tax purposes.
<PAGE>
6.5 NONTRANSFERABILITY OF OPTIONS. No Option shall be transferable by
the Optionee otherwise than by will or by the laws of descent and distribution,
and such option shall be exercisable, during the Optionee's lifetime, only by
the Optionee.
Section 7 -- EXERCISE OF OPTIONS
7.1 EXERCISABILTY. An Option may be exercised, so long as it is valid
and outstanding, from time to time in part or as a whole, subject to any
limitations with respect to the number of shares for which the Option may be
exercised at a particular time and to such other conditions (e.g., exercise
could be conditioned on performance) as the Committee in its discretion may
specify upon granting the Option or as otherwise provided in Section 7.
7.2 METHOD OF EXERCISE. To exercise an Option, the Optionee or the
other person(s) entitled to exercise the Option shall give written notice of
exercise to the Committee, specifying the number of full shares to be purchased.
Such notice shall be accompanied either by payment in full in cash for the Stock
being purchased plus, in the case of Nonqualified Stock Options, any required
withholding tax as provided in Section 11. If permitted by the Committee, in its
sole discretion, payment in full or in part may by made in the form of Stock
owned by the Optionee for at least 6 months (based on the Fair Market Value of
the Stock on the date the Option is exercised) evidenced by negotiable Stock
certificates registered either in the sole name of the Optionee or the names of
the Optionee and spouse, or by any combination of cash or shares. No shares of
Stock shall be issued unless the Optionee has fully complied with the provisions
of this Section 7.2.
7.3 TERMINATION OF EMPLOYMENT BY EMPLOYEE. After an Employee's
Termination of Employment, an Option may not be exercised, except as may be
specifically allowed in the applicable Stock Option Agreement upon death or
Disability but in no event after the expiration date of the Option as specified
in the applicable Stock Option Agreement. Except to the extent shorter periods
are provided in the Stock Option Agreement by the Committee, an Employee's right
to exercise an Incentive Stock Option shall terminate (i) at the expiration of
one year in the event of Disability of the Employee, or (ii) at the expiration
of one year after the Employee's death, if the Employee's Termination of
Employment occurs by reason of death or Disability; any Option exercised after
death may be exercised in full by the legal representative of the estate of the
Employee or by the person or persons who acquire the right to exercise such
Option by bequest or inheritance.
Section 8 - AMENDMENTS AND TERMINATION
8.1 AMENDMENTS AND TERMINATION. The Board of Directors may terminate,
suspend, amend of alter the Plan, but no action of directors may:
<PAGE>
(a) Impair or adversely affect the rights of an Optionee under
an Option theretofore granted, without the Optionee's consent; or,
(b) Without the approval of the shareholders:
(i) Increase the total amount of Stock which may
be delivered under the Plan except as is
provided in Section 3 of the Plan;
(ii) Decrease the option price of any Option to
less than the option price on the date the
Option was granted;
(iii) Extend the maximum Option Period, or
(iv) Extend the period during which Options may
be granted, as specified in Section 13.
8.2 CONDITIONS ON OPTIONS. In granting an Option, the Committee may
establish any conditions that it determines are consistent with the purposes and
provisions of the Plan, including, without limitation, a condition that the
granting of an Option is subject to the surrender for cancellation of any or all
outstanding Options held by the Optionee. Any new Option made under this section
may contain such terms and conditions as the Committee may determine, including
an exercise price that is lower than that of any surrendered Option.
8.3 SELECTIVE AMENDMENTS. Any amendment or alteration of the Plan
may be limited to, or may exclude from its effect, particular classes of
Optionees.
Section 9 - RESTRICTION ON TRANSFER
9.1 RESTRICTION ON TRANSFER. No Optionee shall sell, assign, transfer
or otherwise dispose of any of his Option Stock for (i) at least 12 months
following exercise of the Option, or (ii) before his death or Disability if such
event occur sooner, and thereafter not until (a) he has received a bona fide
written offer to buy the Option Stock and has delivered to the Company an
irrevocable written offer to sell any such shares of Option Stock at any time
within 60 days after delivery of the offer and at a price per share equal to the
bona fide offer, and (b) the Company shall have failed to accept such offer
within the 60-day period. To accept the offer, the Company shall deliver notice
of its acceptance of its offer with 60 days after delivery of offer. Payment for
the Option Stock shall be made as provided in Section 9.4. The restrictions
imposed by this Section 9.1 shall not apply to the transfer by operation of law
to a deceased Optionee's personal representative or to persons who acquire the
Option Stock by bequest or inheritance (the "Heir"), but shall apply to the
Option Stock further transferred by that personal representative or Heir.
9.2 DEATH OR DISABILITY. With respect to any Option Stock acquired by
exercise of an Option after the Optionee's death or Disability, the personal
representative or Heir shall sell his Option Stock and the Company shall
purchase his Option Stock at a price per share equal to Book Value divided by
the total number of shares of Stock outstanding as of the date Book Value is
determined. Payment for the Option Stock shall be made as provided in Section
9.4. For purposes of this paragraph, "Book Value" shall be determined as of the
end of the month preceding the date of sale as determined on the regular books
of account of the Company.
<PAGE>
9.3 EFFECT OF A CHANGE IN CONTROL. If a Change in Control occurs as a
result of the sale of securities of the Company or Bank for cash, the purchase
price in Section 9.2 shall be the greater of Fair Market Value, or the case sale
price per share of stock involved in the Change in Control transaction. If the
Option Stock is converted into the stock of another entity, or otherwise becomes
readily tradable on a public securities market, the Optionee shall not be bound
to sell his Option Stock under these stock restrictions and the right of first
refusal and restriction on transfer in Section 9.1 shall no longer apply and
neither the Optionee nor the Company shall be bound thereby.
9.4 PAYMENT FOR OPTION STOCK. The Company shall make payment in cash for
any Option Stock that it purchases pursuant to this Section 9 within 30 days
after the date when the Company delivers notice of its acceptance of the offer
made pursuant to Section 9.1, or six months after the death or Disability that
triggers purchases pursuant to Section 9.2. The Optionee or personal
representative shall surrender certificates representing the offered Option
Stock at the time the Company makes such payment.
9.5 RESTRICTION ON PLEDGE. no optionee shall, without the prior written
consent of the Company, pledge, mortgage or otherwise encumber any of his Option
Stock.
Section 10 - GENERAL PROVISIONS
10.1 UNFUNDED STATUS OF PLAN. The Plan is intended to constitute an
"unfunded" plan for incentive compensation, and the Plan is not intended to
constitute a plan subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended, and shall not extend, with respect to any
payments not yet made to a Optionee or Optionee, any rights that are greater
than those of a general creditor of the Company.
10.2 TRANSFERS, LEAVES OF ABSENCE AND OTHER CHANGES IN EMPLOYMENT STATUS.
For purposes of the Plan (i) a transfer of an Employee from the Company to a
Subsidiary, or vice versa, or from one Subsidiary to another; or (ii) a leave of
absence, duly authorized in writing by the Company or a Subsidiary, for military
service or sickness, or for any other purpose approved by the Company or a
Subsidiary if the period of such leave does not exceed 90 days; or (iii) any
leave of absence in excess of 90 days approved by the Company, shall not be
deemed a Termination of Employment. The Committee, in its sole discretion
subject to the terms of the Stock Option Agreement, shall determine the
disposition of all Options made under the Plan in all cases involving any
substantial change in employment status other than as specified herein.
10.3 DISTRIBUTION OF STOCK--SECURITIES RESTRICTIONS. The Committee may
require Optionees receiving Stock pursuant to any Option under the Plan to
represent to and agree with the Company in writing that the Optionee is
acquiring the shares for investment without a view to distribution thereof. No
shares shall be issued or transferred pursuant to an Option unless such issuance
or transfer complies with all relevant provisions of law, including but not
limited to, the (i) limitations, if any, imposed in the state of issuance or
transfer, (ii) restrictions, if any, imposed by the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, and (iii) requirements of any stock exchange
upon which the Company's shares may then be listed. The certificates for such
shares may include any legend which the Committee deems appropriate to reflect
any restrictions on transfer.
<PAGE>
10.4 ASSIGNMENT PROHIBITED. Subject to the provisions of the Plan and the
Stock Option Agreement, no Option shall be assigned, transferred, pledged or
otherwise encumbered by the Optionee otherwise than by will or by the laws of
descent and distribution, and such Options shall be exercisable, during the
Optionee's lifetime, only by the Optionee. Options shall not be pledged or
hypothecated in any way, and shall not be subject to any execution, attachment,
or similar process. Any attempted transfer, assignment, pledge, hypothecation or
other disposition of an Option or Option Stock contrary to the provisions of the
Plan, or the levy of any process upon an Option or Option Stock, shall be null,
void and without effect.
10.5 OTHER COMPENSATION PLANS. Nothing contained in the Plan shall prevent
the Company or the Bank from adopting other compensation arrangements, subject
to stockholder approval if such approval is required.
10.6 AUTHORITY LIMITED TO COMMITTEE. No person shall at any time have any
right to receive an Option hereunder and no person shall have authority to enter
into an agreement on behalf of the Company for the granting of an Option or to
make any representation or warranty with respect thereto, except as granted by
the Committee. Optionees shall have no rights in respect to any Option except as
set forth in the Plan and the applicable Stock Option Agreement.
10.7 NO RIGHT TO EMPLOYMENT. Neither the action of the Company in
establishing the Plan, nor any action taken by it or by the Board of Directors
or the Committee under the Plan or any Stock Option Agreement, or any provision
of the Plan, shall be construed as giving to any person the right to be retained
in the employ of the Company or any Subsidiary.
10.8 CHANGE OF CONTROL. In the event of a Change of Control, Options
granted under the Plan shall become exercisable in full whether or not otherwise
exercisable at such time, and any such Option shall remain exercisable in full
thereafter until it expires pursuant to its terms.
10.9 OPTION PERIOD. No Option granted under the Plan shall be exercisable
or payable more than 10 years from the date of grant.
10.10 NOT A SHAREHOLDER. The person or persons entitled to exercise, or who
have exercised, an Option shall not be entitled to any rights as a shareholder
of the Company with respect to any shares subject to the Option until such
person or persons shall have become the holder of record of such shares.
<PAGE>
Section 11 - TAXES
11.1 TAX WITHHOLDING. All Optionees shall make arrangements satisfactory to
the Committee to pay to the Company, at the time of exercise in the case of a
Nonqualified Stock Option, any federal, state or local taxes required to be
withheld with respect to such shares. If such Optionee shall fail to make such
tax payments as are required, the Company and its Subsidiaries shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Optionee.
11.2 SHARE WITHHOLDING. If permitted by the Committee, the withholding
obligation may be satisfied by the Company retaining shares of Stock with a fair
market value equal to the amount required to be withheld.
Section 12 - EFFECTIVE DATE OF PLAN
The Plan shall be effective on the date (the "Effective Date") when the
Board of Directors adopts the Plan, subject to approval of the Plan by a
majority of the total votes eligible to be cast at a meeting of shareholders
following adoption of the Plan by the Board of Directors, which vote shall be
taken within 12 months of the Effective Date; provided, however, that Options
may be granted before obtaining shareholder approval of the Plan, but any such
Options shall be contingent upon such shareholder approval being obtained and
may not be exercised before such approval.
Section 13 - TERM OF PLAN
Unless terminated earlier by the Board of Directors, no Option shall be
granted under the Plan more than ten years after the Effective Date as defined
in Section 12.
* * * * *
Board Approval: January 12, 1999 /s/ SET
-------------------------
(Secretary's Initials)
Shareholder Approval: January 12, 1995
Summary of Terms
Of 1997 Director Options
In general, the terms of the Director stock options are as follows:
Exercise price: $6.00 per share (as adjusted for a stock split effective
July 1, 1998).
Vesting: The option can be exercised for one-half of the optioned shares between
February 1, 2002 and January 31, 2003 and the remaining one-half of the
optioned shares between February 1, 2003 and January 31, 2004.
Termination: The option can be exercised by a director's estate for a period of
six months following death.
Retirement: Directors who retire from service from the Board of Directors
remain entitled to exercise director options in accordance with the
terms of the 1995 Stock Option Plan.
In addition, the stock options are also subject to the same terms and conditions
as contained in the 1995 Stock Option Plan of Republic Bancorp, Inc
