As filed with the Securities and Exchange Commission on February 22, 1994.
Registration Statement No. 33- _____
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
SOUTHERN NATIONAL CORPORATION
(Exact name of Registrant as specified in its Charter)
North Carolina 56-0939887
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Southern National Financial Center
500 North Chestnut Street
Lumberton, North Carolina 28358
(Address of principal executive office, including zip code)
OPTION AND EMPLOYMENT AGREEMENTS
WITH CERTAIN EMPLOYEES
AND CONSULTANTS OF
SOUTHERN NATIONAL CORPORATION
(Full title of the Plan)
____________________
David L. Craven, Esq.
230 North Cherry Street
Winston-Salem, North Carolina 27101
919-721-3448
(Name, address, including zip code, and telephone number
including area code, of agent for service)
With copies to:
Mark S. Dray, Esq. David L. Craven, Esq.
David M. Carter, Esq. 230 North Cherry Street
Hunton & Williams Winston-Salem, North Carolina 27101
Riverfront Plaza, East Tower 919-721-3448
951 East Byrd Street
Richmond, Virginia 23219-4074
804-788-8200
____________________
CALCULATION OF REGISTRATION FEE
________________________________________________________________
Proposed Proposed
Title of maximum maximum Amount
securities Amount offering aggregate of
to be to be price offering Registration
registered registered per share price fee
Common Stock,
$5 par value 571,049 shares $19(*) $10,849,931 $3,742
(*) Estimated solely for the purpose of computing the
registration fee. This amount was calculated pursuant to
Rule 457(c) on the basis of $19 per share, which was the
average of the high and low prices of the Common Stock on the New
York Stock Exchange on February 15, 1994, as reported in the Wall
Street Journal.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual
Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Southern National
Corporation (the "Company") with the Commission (file No. 0-4641)
are incorporated herein by reference and made a part hereof: (i)
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992 included in the Company's Report on Form
8-K dated June 8, 1993; (ii) the Company's Quarterly Report on
Form 10-Q for the quarters ended March 31, 1993; June 30, 1993;
and September 30, 1993; (iii) the description of the Company's
Common Stock (the "Common Stock") in the Company's registration
statement filed under the Exchange Act with respect to the Common
Stock, including all amendments and reports filed for the purpose
of updating such description; and (iv) the Company's Current
Reports on Form 8-K dated January 29, 1993, March 18, 1993, June
8, 1993, August 5, 1993 and January 28, 1994.
In addition, all documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date of the
Prospectus and prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Prospectus and to be a
part hereof from the date of filing of such documents. Any
statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of the Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is incorporated
by reference herein modifies or supersedes such earlier
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by the laws of North Carolina, the Amended and
Restated Articles of Incorporation of the Company (the
"Articles") eliminate all liability of the Company's directors
and officers for monetary damages to the Company or its
shareholders except in the event of willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law. The Articles also require indemnification of any
person against liability incurred in connection with any
proceeding to which that person is made a party by reason of (i)
his service to the Company as a director or officer or (ii) his
service as director, officer, trustee or partner to some other
enterprise at the request of the Company, except in the event of
willful misconduct or a knowing violation of the criminal law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Articles of Incorporation of the Company (Incorporated
herein by reference from Exhibit 4(a) of the Company's
Registration Statement on Form S-3 (No. 33-64176)).
4.2 Bylaws of the Company (Incorporated herein by reference
from Exhibit 3.2 of the Company's Annual Report on Form
10-K for the year ended December 31, 1992)).
4.3 Agreement and Plan of Reorganization among Southern
National Corporation, Southern National Bank of North
Carolina and East Coast Savings Bank, SSB (Incorporated
herein by reference from Exhibit 2(b) of the Company's
Registration Statement on Form S-4 (No. 33-64176)).
4.4 Agreement and Plan of Reorganization among Southern
National Corporation, Southern National Bank of North
Carolina and Home Federal Savings Bank, FSB (Incorporated
herein by reference from Annex I of the Company's
Registration Statement on Form S-4 (No. 33-50895)).
4.5 Agreement and Plan of Merger by and among The First
Savings Bank, FSB, Southern National Bank of South
Carolina and Southern National Corporation (Incorporated
herein by reference from Annex I of the Company's
Registration Statement on Form S-4 (No. 33-69880)).
4.6 Agreement and Plan of Reorganization among Southern
National Corporation, Southern National Bank of North
Carolina, Regency Bancshares Inc., First Savings Bank,
Inc., SSB and Davidson Savings Bank, Inc., SSB
(Incorporated herein by reference from Annex I of the
Company's Registration Statement on Form S-4
(No. 33-50693)).
4.7 Form of Option Agreement under the Home Federal Savings
Bank, FSB Stock Option Plan.
4.8 Form of Option Agreement under The First Savings Bank,
FSB 1992 Stock Option and Incentive Plan.
4.9 Form of Option Agreement under The First Federal Savings
and Loan Association of South Carolina 1983 Stock Option
and Incentive Plan.
4.10 Form of Option Agreement under the Regency Bancshares Inc.
Incentive Stock Option Plan.
4.11 Form of Option Agreement under the Regency Bancshares Inc.
Directors' Non-Qualified Stock Option Plan.
4.12 Form of Non-Qualified Stock Option Agreement between
Southern National Corporation and certain former
directors of East Coast Savings Bank, SSB.
4.13 Form of Non-Qualified Stock Option Agreement between
Southern National Corporation and certain former employees
of East Coast Savings Bank, SSB.
4.14 Form of Non-Qualified Stock Option Agreement between
Southern National Corporation and certain former
directors of Home Federal Savings Bank, FSB.
4.15 Form of Non-Qualified Stock Option Agreement between
Southern National Corporation and certain former employees
of Home Federal Savings Bank, FSB.
5 Opinion of Hunton & Williams as to the legality of the
securities being registered.
24.1 Consent of Hunton & Williams (included in the opinion
filed as Exhibit 5 to the Registration Statement).
24.2 Consent of Arthur Andersen & Co.
24.3 Consent of KPMG Peat Marwick
24.4 Consent of Coopers & Lybrand
25 Power of Attorney (included on signature page).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or
sales are 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, as amended (the "Securities Act");
(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;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change in such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Exchange Act that are incorporated by reference in
the registration statement.
2. That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act, and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act, that
is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Winston-Salem, State of North Carolina, on this 22nd day of
February, 1994.
SOUTHERN NATIONAL CORPORATION
(Registrant)
/s/ John R. Spruill
John R. Spruill
Executive Vice President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on February 22, 1994. Each
of the directors and/or officers of Southern National Corporation
whose signature appears below hereby appoints John R. Spruill,
David L. Craven and David M. Carter, and each of them severally,
as his attorney-in-fact to sign in his name and behalf, in any
and all capacities stated below, and to file with the Commission
any and all amendments, including post-effective amendments, to
this registration statement, making such changes in the
registration statement as appropriate, and generally to do all
such things in their behalf in their capacities as officers and
directors to enable Southern National Corporation to comply with
the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission.
Signature Title
/s/ L. Glenn Orr, Jr. Chairman, President, Chief
L. Glenn Orr, Jr. Executive Officer and Director
(Principal Executive Officer)
/s/ John R. Spruill Executive Vice President
John R. Spruill and Chief Financial Officer
(Principal Financial Officer)
/s/ Gary E. Carlton Executive Vice President
Gary E. Carlton and Director
/s/ Sherry A. Kellett Vice President and Controller
Sherry A. Kellett (Principal Accounting Officer)
Director
William F. Black
/s/ Ronald E. Deal Director
Ronald E. Deal
Director
William N. Geiger, Jr.
/s/ L. V. Hackley Director
Lloyd Vincent Hackley
/s/ James A. Hardison, Jr. Director
James A. Hardison, Jr.
/s/ D. C. Hiscott Director
Donald C. Hiscott
Director
Charles A. Hostetler
/s/ Richard Janeway Director
Richard Janeway, M.D.
/s/ Joseph A. McAleer Director
Joseph A. McAleer
/s/ Albert O. McCauley Director
Albert O. McCauley
/s/ Dickson McLean, Jr. Director
Dickson McLean, Jr.
/s/ Jonnie H. McLeod Director
Jonnie H. McLeod, M.D.
Director
Charles E. Nichols
/s/ C. Edward Pleasants Director
C. Edward Pleasants
Director
Nido R. Qubein
/s/ Ted R. Reynolds Director
Ted R. Reynolds
/s/ A. B. Williams Director
A. Bruce Williams
/s/ A. Tab Williams, Jr. Director
A. Tab Williams, Jr.
/s/ E. M. Williams Director
Edward M. Williams
/s/ T. H. Yancy Director
T. H. Yancy
/s/ John R. Spruill
John R. Spruill
Attorney-in-Fact
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
EXHIBITS
filed with
REGISTRATION STATEMENT
on
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
____________________
SOUTHERN NATIONAL CORPORATION
OPTION AND EMPLOYMENT AGREEMENTS WITH
CERTAIN EMPLOYEES AND CONSULTANTS OF
SOUTHERN NATIONAL CORPORATION
(full title of the plan)
EXHIBIT INDEX
Exhibit
No. Description
4.1 Amended and Restated Articles of Incorporation of the
Company (Incorporated herein by reference from
Exhibit 4(a) of the Company's Registration Statement
on Form S-3 (No. 33-64176)).
4.2 Bylaws of the Company (Incorporated herein by reference
from Exhibit 3.2 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1992)).
4.3 Agreement and Plan of Reorganization among Southern
National Corporation, Southern National Bank of North
Carolina and East Coast Savings Bank, SSB (Incorporated
herein by reference from Exhibit 2(b) of the Company's
Registration Statement on Form S-4 (No. 33-64176)).
4.4 Agreement and Plan of Reorganization among Southern
National Corporation, Southern National Bank of North
Carolina and Home Federal Savings Bank, FSB (Incorporated
herein by reference from Annex I of the Company's
Registration Statement on Form S-4 (No. 33-50895)).
4.5 Agreement and Plan of Merger By and Among The First Savings
Bank, FSB, Southern National Bank of South Carolina and
Southern National Corporation (Incorporated herein by
reference from Annex I of the Company's Registration
Statement on Form S-4 (No. 33-69880)).
4.6 Agreement and Plan of Reorganization among Southern
National Corporation, Southern National Bank of North
Carolina, Regency Bancshares Inc., First Savings Bank,
Inc., SSB and Davidson Savings Bank, Inc., SSB
(Incorporated herein by reference from Annex I of the
Company's Registration Statement on Form S-4 (No.
33-50693)).
4.7 Form of Option Agreement under the Home Federal Savings
Bank, FSB Stock Option Plan.
4.8 Form of Option Agreement under The First Savings Bank,
FSB 1992 Stock Option and Incentive Plan.
4.9 Form of Option Agreement under The First Federal Savings
and Loan Association of South Carolina 1983 Stock Option
and Incentive Plan.
4.10 Form of Option Agreement under the Regency Bancshares Inc.
Incentive Stock Option Plan.
4.11 Form of Option Agreement under the Regency Bancshares Inc.
Directors' Non-Qualified Stock Option Plan.
4.12 Form of Non-Qualified Stock Option Agreement between
Southern National Corporation and certain former
directors of East Coast Savings Bank, SSB.
4.13 Form of Non-Qualified Stock Option Agreement between
Southern National Corporation and certain former employees
of East Coast Savings Bank, SSB.
4.14 Form of Non-Qualified Stock Option Agreement between
Southern National Corporation and certain former
directors of Home Federal Savings Bank, FSB.
4.15 Form of Non-Qualified Stock Option Agreement between
Southern National Corporation and certain former employees
of Home Federal Savings Bank, FSB.
5 Opinion of Hunton & Williams as to the legality of the
securities being registered.
24.1 Consent of Hunton & Williams (included in the opinion filed
as Exhibit 5 to the Registration Statement).
24.2 Consent of Arthur Andersen & Co.
24.3 Consent of KPMG Peat Marwick
24.4 Consent of Coopers & Lybrand
25 Power of Attorney (included on signature page).
Exhibit 4.7
STOCK OPTION GRANT AND AGREEMENT
HOME FEDERAL SAVINGS BANK
THIS STOCK OPTION GRANT AND AGREEMENT ("Agreement"), being
made according to and subject to the terms and conditions of the
HOME FEDERAL SAVINGS BANK EMPLOYEE STOCK OPTION PLAN ("Plan"), a
copy of which is attached and is hereby incorporated by reference
and made a part of this Agreement, is herein executed, granted,
and effective the ______ day of _______________, between Home
Federal Savings Bank ("Home Federal") and ___________________
("Optionee"):
1. Grant. As of the above date, Home Federal hereby
grants: (i) an incentive stock option (as that term is defined in
Section 422 of the Internal Revenue Code of 1986, as amended) on
______ shares of Common Stock of Home Federal to the Optionee at
the price stated in this Agreement; and (ii) a nonqualified stock
option on ________ shares of Common Stock of Home Federal to the
Optionee at the price stated in this Agreement.
The options(s) granted under this section and as described
in this entire Agreement is (are) in all respects subject to and
conditioned by the terms, definitions, and provisions of this
Agreement and the Plan which was adopted by the Board of
Directors of Home Federal on August 13, 1992, and approved by the
shareholders on October 22, 1992.
2. Price. The option price is $______ for each share.
3. Exercise of Option. The option(s) granted under this
Agreement shall be exercisable pursuant to the terms of the Plan
and subject to such conditions and provisions as prescribed by
Home Federal and set forth below:
(a) Right to Exercise: There are no other
terms and conditions imposed on the Optionee's right to
exercise his options other than those imposed in the
Plan except as stated below by Home Federal:
___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
(b) Annual Installments: The incentive stock
options can be exercised in annual installments as follows:
______________ shares beginning on _________________________
______________ shares beginning on _________________________
______________ shares beginning on _________________________
______________ shares beginning on _________________________
______________ shares beginning on _________________________
The nonqualified options can be exercised in annual
installments as follows:
______________ shares beginning on _________________________
______________ shares beginning on _________________________
______________ shares beginning on _________________________
______________ shares beginning on _________________________
______________ shares beginning on _________________________
The right to exercise the option(s) in annual installments
shall be cumulative.
(c) Method of Exercise: The options under this
Agreement shall be exercisable by a written notice to the
Secretary of Home Federal, a copy of which is attached
hereto, which shall:
(1) State the election to exercise the
option, the number of shares in respect of which it is
being exercised, the person in whose name the stock
certificate or certificates for such shares of Common
Stock is to be registered, his address, and social
security number;
(2) Contain any such representation and
agreements as to Optionee's investment interest with
respect to such shares of common stock as may be
satisfactory to Home Federal's counsel;
(3) Be signed by the person entitled to
exercise the option and, if the option is being
exercised by any person or persons other than the
Optionee, be accompanied by proof, satisfactory to
counsel for Home Federal, of the right of such person
or persons to exercise the option;
(4) Payment of the purchase price of any
shares with respect to which the option is being
exercised shall be in form acceptable to the Committee
pursuant to Section 5(b) of the Plan and shall be
delivered with the notice of exercise.
(d) Restrictions on Exercise: As a condition to
his exercise of this option, Home Federal requires that the
person exercising this option make representations and
warranties to Home Federal as may be required by any
applicable law or regulation, as well as the filing of all
required documents as described in Section 8(b) of the Plan.
4. Non-transferability of Option. This option may not
be transferred in any manner otherwise than by will or the laws
of descent or distribution and may be exercised during the life
of the Optionee only by him. The terms of this Agreement shall
be binding upon the executors, administrators, heirs, successors,
and assigns of the Optionee.
5. Investment Purpose. This option may not be exercised
if the issuance of shares upon such exercise would constitute a
violation of any applicable federal or state securities or other
law or valid regulation. Optionee, as a condition to his
exercise of the option granted under this Agreement, shall
represent to Home Federal that the shares of Home Federal which
he acquires hereunder are being acquired by him for investment
and not with a present view to distribution or release, unless
counsel for Home Federal is then of the opinion that such a
representation is not required under the Securities Act of 1933
or any other applicable law, regulation, or rule of any
governmental agency.
6. Expiration of Option. This option shall expire on
__________________, subject to partial expiration as set forth in
Section 3(b) of this Grant.
7. Escrow. All stock purchased pursuant to the option
which qualifies for incentive stock options shall be held in
escrow for a period which ends on the later of (i) two years from
the date of the granting of the option or (ii) one year after the
transfer of the stock in event of the exercise of the option.
The stock shall be held by Home Federal or its designee. The
employee who has exercised the option shall have all rights of a
stockholder, including but not limited to the rights to vote,
receive dividends and sell the stock. The sole purpose of the
escrow is to inform Home Federal of the disqualifying disposition
of the stock within the meaning of Section 422 of the Internal
Revenue Code of 1986, and it shall be administered solely for
this purpose.
8. Resolution of Disputes. Any dispute or disagreement
which should arise under, or a result of, or in any way relate
to, the interpretation, construction, or application of this
Agreement will be determined by the Committee designated in
Section 2 of the Plan. Any determination made hereunder shall be
final, binding, and conclusive for all purposes.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above-written.
HOME FEDERAL SAVINGS BANK
By: __________________________
Date: ________________________
OPTIONEE:
______________________________
Date:
Exhibit 4.8
STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO
THE FIRST SAVINGS BANK, FSB
1992 STOCK OPTION AND INCENTIVE PLAN
STOCK OPTIONS for a total of ______ shares of Common Stock,
par value $1.00 per share, of The First Savings Bank, FSB (the
"Savings Bank"), is hereby granted to _______________ (the
"Optionee") at the price determined as provided in, and in all
respects subject to the terms, definitions and provisions of the
1992 Stock Option and Incentive Plan (the "Plan") adopted by the
Savings Bank which is incorporated by reference herein, receipt
of which is hereby acknowledged. Such Stock Options do not
comply with Options granted under Section 422 of the Internal
Revenue Code of 1986, as amended.
1. Option Price. The Option price is _______ for each
Share, being 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this
Option.
2. Exercises of Option. This Option shall be
exercisable in accordance with provisions of the Plan as follows:
(a) Schedule of Rights to Exercise.
Percentage of Total Shares
Years of Continuous Employment Subject to Option Which May
After Date of Grant of Option Be Exercised
______________________________ ____________________________
Upon Grant..................... ___%
1 year but less than 2 years... ___%
2 years but less than 3 years.. ___%
3 years but less than 4 years.. ___%
4 years but less than 5 years.. ___%
Over 5 years................... ___%
Notwithstanding any provisions in this Section 2, in no event
shall this Option be exercisable prior to ratification of the
Plan by the Savings Bank's stockholders as required by the Plan.
(b) Method of Exercise. This Option shall be
exercisable by a written notice which shall:
(i) State the election to exercise the
Option, the number of Shares with respect to which it
is being exercised, the person in whose name the
stock certificate or certificates for such Shares of
Common Stock is to be registered, his address and
Social Security Number (of if more than one, the
names, addresses and Social Security Numbers of such
persons);
(ii) Contain such representations and
agreements as to the holder's investment intent with
respect to such shares of Common Stock as may be
satisfactory to the Savings Bank's counsel;
(iii) Be signed by the person or persons
entitled to exercise the Option and, if the Option is
being exercised by any person or persons other than
the Optionee, be accompanied by proof, satisfactory
to counsel for the Savings Bank, of the right of such
person or persons to exercise the option; and
(iv) Be in writing and delivered in person
or by certified mail to the Treasurer of the Savings
Bank.
Payment of the purchase price of any Shares with respect to
which the Option is being exercised shall be by certified or bank
cashier's or teller's check. The certificate or certificates for
shares of Common Stock as to which the Option shall be exercised
shall be registered in the name of the person or persons
exercising the Option.
(c) Restrictions on Exercise. This Option may
not be exercised if the issuance of the Shares upon such
exercise would constitute a violation of any applicable
federal or state securities or other law or valid
regulation. As a condition to the Optionee's exercise of
this Option, the Savings Bank may require the person
exercising this Option to make any representation and
warranty to the Savings Bank as may be required by any
applicable law or regulation.
3. Non-transferability of Option. This Option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution and may be exercised during the lifetime
of the Optionee only by the Optionee. The terms of this Option
shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
4. Term of Option. This Option may not be exercised more
than __ years from the date of grant of this Option, as set forth
below, and may be exercised during such term only in accordance
with the Plan and the terms of this Option.
5. Related Matters. Notwithstanding anything herein or in
the Plan to the contrary, such Options granted hereunder shall
remain exercisable for the term specified at Section 4 of this
Agreement without regard to the future status of service or
employment of the Optionee rendered to the Savings Bank.
THE FIRST SAVINGS BANK, F.S.B.
Date of Grant: _______________ By: __________________________
Attest:
__________________________________
(SEAL)
Exhibit 4.9
STOCK OPTION AGREEMENT
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422A
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF SOUTH CAROLINA
1983 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED
STOCK OPTION for a total of ______ shares of Common Stock,
par value $1.00 per share, of First Federal Savings and Loan
Association of South Carolina (the "Association"), which Option
is intended to qualify as an incentive stock option under Section
422A of the Internal Revenue Code of 1986 is hereby granted to
_______________ (the "Optionee") at the price determined as
provided in, and in all respects subject to the terms,
definitions and provisions of, the 1983 Stock Option and
Incentive Plan, as amended (the "Plan") adopted by the
Association which is incorporated by reference herein, receipt of
which is hereby acknowledged.
1. Option Price. The option price is ______ for each
share, being 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this
option.
2. Exercise of Option. This Option shall be exercisable
in accordance with provisions of Section 7 of the Plan as
follows:
(i) Schedule of rights to exercise.
Percentage of Total Shares
Years of Continuous Employment Subject to Option Which May
After Date of Grant of Option Be Exercised
Upon Grant ___%
1 year but less than 2 years ___%
2 years but less than 3 years ___%
3 years but less than 4 years ___%
4 years but less than 5 years ___%
Over 5 years ___%
Notwithstanding any provisions in this section, in no event
shall this Option be exercisable prior to ratification of the
Plan by the Association's stockholders as required by Section 17
of the Plan.
(ii) Method of Exercise. This Option shall be
exercisable by a written notice which shall:
(a) State the election to exercise the
Option, the number of shares with
respect to which it is being
exercised, the person in whose name
the stock certificate or certificates
for such shares of Common Stock is to
be registered, his address and Social
Security Number (or if more than one,
the names, addresses and Social
Security Numbers of such persons);
(b) Contain such representations and
agreements as to the holder's
investment intent with respect to
such shares of Common Stock as may be
satisfactory to the Association's
counsel;
(c) Be signed by the person or persons
entitled to exercise the Option and,
if the Option is being exercised by
any person or persons other than the
Optionee, be accompanied by proof,
satisfactory to counsel for the
Association, of the right of such
person or persons to exercise the
Option; and
(d) Be in writing and delivered in person
or by certified mail to the Treasurer
of the Association.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by certified or bank
cashier's or teller's check. The certificate or certificates for
shares of Common Stock as to which the Option shall be exercised
shall be registered in the name of the person or persons
exercising the Option.
(iii) Restrictions on exercise. This Option may
not be exercised if the issuance of the
shares upon such exercise would constitute a
violation of any applicable federal or state
securities or other law or valid regulation.
As a condition to his exercise of this
option, the Association may require the
person exercising this option to make any
representation and warranty to the
Association as may be required by any
applicable law or regulation.
3. Non-transferability of Option. This Option may not
be transferred in any manner otherwise than by will or the laws
of descent or distribution and may be exercised during the
lifetime of the Optionee only by him. The terms of this option
shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
4. Term of Option. This Option may be exercised from
the date of this agreement until ________________, and may be
exercised during such term only in accordance with the Plan and
terms of this Option.
FIRST FEDERAL SAVINGS AND LOAN
ASSOCIATION OF SOUTH CAROLINA
By ________________________________
Date of Grant: ________ Attest __________________________
(Seal)
Exhibit 4.10
REGENCY BANCSHARES INC.
INCENTIVE STOCK OPTION AGREEMENT
Pursuant to
REGENCY BANCSHARES INC.
INCENTIVE STOCK OPTION PLAN
THIS AGREEMENT, made and entered into as of the ___ day of
_______________, by and between Regency Bancshares Inc., a North
Carolina corporation (the "Corporation") and _______________, an
employee of the Corporation or of a subsidiary of the Corporation
(the "Optionee").
W I T N E S S E T H:
WHEREAS, the Corporation had adopted a stock option plan
known as the Regency Bancshares Inc. Incentive Stock Option Plan
(the "Plan"), for the purpose of advancing the interests of the
Corporation and its shareholders by (i) securing or retaining the
services of Key Employees (as defined in the Plan), (ii)
promoting and increasing the personal interest of such Key
Employees in the welfare of the Corporation or a subsidiary
corporation, as that term is defined in Section 425(f) of the
Internal Revenue Code of 1986, as amended, of the Corporation (a
"Subsidiary") and (iii) providing incentives to those Key
Employees who are primarily responsible not only for its regular
operations but also for shaping and carrying out the long-range
plans of the Corporation and aiding its continued growth and
financial success; and
WHEREAS, Optionee is now in the employment (as hereinafter
defined) of the Corporation or a Subsidiary as a Key Employee and
the Corporation desires to have Optionee remain in such
employment and to afford Optionee the opportunity to acquire or
enlarge Optionee's stock ownership in the Corporation so that
Optionee may have a direct proprietary interest in the
Corporation's success;
NOW, THEREFORE, in consideration of the promises and of the
mutual covenants and agreements hereinafter set forth, the
parties hereto mutually covenant and agree as follows:
1. Subject to the terms and conditions set forth herein,
the Corporation grants to Optionee, during the __ year period
commencing with the date of this Agreement and ending
________________, (hereinafter called the "Option Period"), the
option to purchase from the Corporation from time to time, as
herein more specifically stated (the "Option"), at a price of
______ per share (the "Option Price"), up to but not exceeding in
the aggregate ______ shares of the Corporation's common stock
(the "Common Stock"), which Option may be exercised, in whole or
in part, at any time and from time to time, commencing on the
first day following the expiration of six months from the date
hereof and terminating on the tenth anniversary of this Agreement
(the "Option Period"). Except as otherwise provided in Section 9
hereof, no Option may be exercised prior to six months or later
than ten years from the date the Option is granted.
2. The Option hereby granted shall be exercised by
Optionee by delivering to the Secretary of the Corporation, on
any business day, a written notice signed by the Optionee or the
Optionee's successor as described herein, specifying the whole
number of shares Optionee then desires to purchase. Payment in
full of the Option Price of such shares must be made at the time
the Option is exercised. Payment may be made in cash or by
certified or official bank check payable to the order of the
Corporation for an amount in U. S. dollars equal to the Option
Price of such shares. Payment may also be made in shares of
Common Stock of the Corporation previously held by Optionee,
whether or not such shares were acquired pursuant to the exercise
or partial exercise of the Option or any other options, and
whether or not a stock certificate for such shares shall have
been received. Payment may also be made by combining cash and
shares previously held. To the extent that shares previously
held are used in making full or partial payment of the Option
Price, each such share will be valued at the "fair market value"
thereof as of the date of exercise. The "fair market value"
of the Common Stock on a given date shall be determined in
accordance with Section 1 of the Plan. Any overpayment will be
promptly refunded, and any underpayment will be deemed an
exercise of such lesser whole number of shares as the amount paid
is sufficient to purchase.
Optionee agrees (i) not to distribute or resell any shares
issued pursuant to the exercise of this Option in violation of
the Securities Act of 1933, as amended, (ii) to indemnify and
hold the Corporation harmless against all liability for any such
violation, (iii) upon request to furnish a letter agreement in
connection with any exercise of this Option which shall provide
that he is purchasing the shares subject to this Option for
investment and not for resale, and (iv) to accept a certificate
representing shares of the Corporation bearing the following
endorsement:
"The shares represented by this certificate have not
been registered under the Securities Act of 1933, as
amended. The shares have been acquired for investment
and may not be sold or offered for sale in the absence
of an effective registration statement under the
Securities Act of 1933, as amended, or an opinion of
counsel satisfactory to the corporation, and its
counsel to the effect that the proposed transaction
does not involve a violation of the Securities Act of
1933, as amended. The shares represented by this
certificate are subject to an agreement between Regency
Bancshares, Inc. and _______________ dated
_______________ which provides for certain restrictions
on transfer."
or such other appropriate endorsement regarding restrictions on
resale as the Corporation may determine.
3. Upon termination of Optionee's service as an employee
of the Corporation or a Subsidiary, Optionee may exercise the
Option subject to the following limitations:
a. If Optionee's employment by the Corporation or a
Subsidiary is terminated for any reason other than death,
disability, retirement with the consent of the Corporation
or termination without cause, this Option shall terminate
immediately. If Optionee retires with the consent of the
Corporation or if Optionee is terminated without cause by
the Corporation, or any of its Subsidiaries, the Optionee
may exercise this Option (to the extent that he was entitled
to exercise it as of the date of said retirement or
termination) at any time within three months after said
retirement or termination, but in no event after the
expiration of ten years from the date such Option was
granted.
b. If Optionee dies or becomes disabled while an
employee of the Corporation or any of its Subsidiaries, or
dies within three months after retirement (provided that
such retirement is with the consent of the Corporation),
this Option may be exercised (to the extent he would have
been entitled to do so on the date of his death or
disability) at any time within one year after the date of
his death or disability or, if he dies within three months
after retirement (provided that such retirement is with the
consent of the Corporation), at any time within one year
after such retirement, but in no event after the expiration
of ten years from the date the Option is granted.
c. Retirement by Optionee in accordance with the
provisions of any Retirement Plan of the Corporation as the
case may be, at the Normal Retirement Date under such
Retirement Plan, or if such date is not so determinable,
then at or after the attainment of age 65 by Optionee, shall
constitute a "retirement with the consent of the
Corporation" for the purposes of this Agreement. The
President of the Corporation (the "President") shall have
absolute and uncontrolled discretion to determine whether
any other termination of Optionee's employment is to be
considered as "retirement with the consent of the
Corporation" for the purposes of this Agreement. Any
determination made by the President with respect to any
matter referred to in this Section 3 shall, subject to the
provisions of Section 13 hereof, be final and conclusive on
all persons affected thereby. A temporary leave of absence
approved by the Corporation or any of its Subsidiaries shall
not be deemed to be a termination of employment, unless,
under any applicable provisions of the Code or regulations
promulgated thereunder, as then in effect, the affected
Optionee would be accorded different tax treatment than if
the Optionee were an active employee of the Corporation or a
Subsidiary. Employment by the Corporation shall be deemed
to include employment of Optionee by a Subsidiary.
4. Whenever the word "Optionee" is used in any provision
of this Agreement under circumstances where the provision should
logically be construed to apply to (i) the estate, personal
representative, or beneficiary to whom this Option may be
transferred by will or by the laws of descent and distribution or
(ii) the guardian or legal representative of the Optionee acting
pursuant to a valid power of attorney or the decree of a court of
competent jurisdiction, then the term Optionee shall be deemed to
include such estate, personal representative, beneficiary,
guardian or legal representative.
5. This Option is not transferable by Optionee other than
by will or the laws of descent and distribution and is
exercisable during Optionee's lifetime only by Optionee. No
assignment or transfer of this Option or of the rights
represented thereby, whether voluntary or involuntary, by
operation of law or otherwise, which is inconsistent with this
Section 5, shall vest in the assignee or transferee any interest
or right herein whatsoever. Immediately upon any attempt to
assign or transfer this Option in a manner inconsistent with this
Section 5, this Option shall terminate and be of no force or
effect.
6. Optionee shall not be deemed for any purpose to be a
shareholder of the Corporation with respect to any shares covered
by this Option unless this Option shall have been exercised and
the Option Price paid in the manner provided herein. No
adjustment will be made for dividends or other rights where the
record date is prior to the date of exercise and payment.
7. Neither this Option nor this Agreement shall affect in
any way the right or power of the Corporation or its shareholders
to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Corporation's capital
structure or its business, or any merger or consolidation of the
Corporation, or any issuance of bonds, debentures, preferred or
prior preference stocks ahead of or convertible into, or
otherwise affecting the Common Stock or the rights thereof, or
the dissolution or liquidation of the Corporation, or any sale or
transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character
or otherwise.
8. The shares with respect to which this Option is granted
are shares of the Common Stock of the Corporation as constituted
on the date of this Agreement, but if, and whenever, prior to the
delivery by the Corporation of all of the shares of Common Stock
with respect to which this Option is granted, the Corporation
shall effect a subdivision or consolidation of shares, or other
capital readjustment, or the payment of a stock dividend, or
other increase or reduction of the number of shares of Common
Stock outstanding, without receiving compensation therefor in
money, services or property, then (i) in the event of any
increase in the number of such shares outstanding, the number of
shares of Common Stock then remaining subject to Option hereunder
shall be proportionately increased (except that any fraction of a
share resulting from any such adjustment shall be excluded from
the operation of this Agreement), and the cash consideration
payable per share shall be proportionately reduced, and (ii) in
the event of a reduction in the number of such shares
outstanding, the number of shares of Common Stock then remaining
subject to Option hereunder shall be proportionately reduced
(except that any fractional share resulting from any such
adjustment shall be excluded from the operation of this
Agreement), and the cash consideration payable per share shall be
proportionately increased.
9. After the merger of one or more corporations into the
Corporation or any Subsidiary, any merger of the Corporation or a
Subsidiary into another corporation, any consolidation of the
Corporation or any Subsidiary and one or more other corporations,
or any other corporate reorganization of any form involving the
Corporation or a Subsidiary as a party thereto involving any
exchange, conversion, adjustment or other modification of the
outstanding shares of the Corporation's Common Stock, Optionee at
the time of such Corporate reorganization shall, at no additional
cost, be entitled, upon any exercise of this Option, to receive
in lieu of the number of shares as to which this Option shall
then be so exercised, the number and class of shares of stock or
other securities or such other property to which Optionee would
have been entitled pursuant to the terms of the agreement of
merger or consolidation, if at the time of such merger or
consolidation Optionee had been a holder of record of a number of
shares of Common Stock of the Corporation equal to the number of
shares which then remain exercisable under this Option.
Comparable rights shall accrue to Optionee in the event of
successive mergers or consolidations of the character described
above.
The foregoing adjustments and the manner of application of
the foregoing provisions shall be determined by the Committee in
its sole discretion. Any such adjustment may provide for the
elimination of any fractional share which might otherwise become
subject to this Option.
In the event of (i) the adoption of a plan of merger or
consolidation of the Corporation with any other corporation or
association as a result of which the holders of the voting
capital stock of the Corporation as a group would receive less
than 50% of the voting capital stock of the surviving or
resulting corporation; (ii) the approval by the Board of
Directors of the Corporation of an agreement providing for the
sale or transfer (other than as security for obligations of the
Corporation) of substantially all of the assets of the
Corporation, or (iii) in the absence of a prior expression of
approval by the Board of Directors of the Corporation, the
acquisition of more than 20% of the Corporation's voting capital
stock by any person within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, other than a person,
or group including a person, who beneficially owned, as of the
effective date of the Plan, more than five percent of the
Corporation's securities, then this Option shall become
immediately exercisable in full, subject to any appropriate
adjustments in the number of shares subject to Option and the
Option Price, and shall remain exercisable for the remaining term
of the Option, regardless of whether such Option has been
outstanding for six months or of any provision contained in this
agreement limiting the exercisability of this Option or any
portion thereof for a minimum time period prior to exercise,
subject to all of the terms of the Plan and of this Agreement not
inconsistent with this paragraph.
Anything contained herein to the contrary notwithstanding,
upon the dissolution or liquidation of the Corporation this
Option shall terminate, provided, however, that following the
adoption of a plan of dissolution or liquidation, and in any
event prior to such dissolution or liquidation (and as provided
above regarding certain mergers and consolidations), this Option
shall be exercisable in full, regardless of whether such Option
has been outstanding for six months or of any provision contained
in this Agreement limiting the exercisability of this Option or
any portion thereof for a minimum time period prior to exercise,
subject to all of the terms of the Plan and of this Agreement not
inconsistent with this paragraph.
10. Anything in this Agreement to the contrary
notwithstanding, if, at any time specified herein for the
issuance of shares to Optionee, any law, or any regulation or
requirement of the Securities and Exchange Commission or any
other governmental authority having jurisdiction, shall require
either the Corporation or Optionee to take any action in
connection with the shares then to be issued, the issuance of
such shares shall be deferred until such action shall have been
taken; then the Corporation shall be under no obligation to take
such action and the Corporation shall have no liability
whatsoever as a result of the non-issuance of such shares, except
to refund to the Optionee any consideration tendered in respect
of the Option Price.
11. Subject to the provisions of Section 12 hereof, any
dispute or disagreement which shall arise under, or as a result
of, or pursuant to, this Agreement shall be determined by the
President in his absolute and uncontrolled discretion, and any
such determination or any other determination by the President
under or pursuant to this Agreement and any interpretation by the
President of the terms of this Agreement shall be final, binding
and conclusive on all persons affected thereby.
12. The Committee shall have the right, in its absolute and
uncontrolled discretion, to overrule or modify any determination
or interpretation made by the President as contemplated by
Sections 3 and 11 hereof, and in such event the determinations or
interpretations by the Committee shall be final, binding and
conclusive on all persons affected thereby.
13. The Board of Directors at any time may terminate the
Plan, and at any time and from time to time may amend or modify
the Plan; provided, however, that among other things specified in
the Plan, no such amendment shall, without the consent of the
Optionee, reduce the amount of any benefit or adversely change
the terms and conditions hereof.
14. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be
delivered personally or by mail, postage prepaid, addressed as
follows: to the Secretary of the Corporation, at 225 4th Street,
N.W., Hickory, North Carolina 28601, or at such other address as
the Corporation, by notice to Optionee, may designate in writing
from time to time; to Optionee, at Optionee's address as shown on
the records of the Corporation or at such other address as
Optionee, by notice to the Corporation, may designate in writing
from time to time.
15. Shares of Common Stock issued pursuant to the exercise
of this Option will be issued only in the name of Optionee and
may not be transferred into the name of any agent of or nominee
for Optionee until such time as a disposition of such shares
would satisfy the holding period requirements of Section
422A(a)(1) of the Internal Revenue Code of 1986, as amended.
16. This Agreement is subject to the terms and conditions
contained in the Plan, a copy of which is attached hereto and
incorporated herein by reference.
IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed by its duly authorized officer, and
Optionee has hereunto set Optionee's hand and seal, all on the
day and year first above written.
REGENCY BANCSHARES INC.
ATTEST:
_____________________________ By: ________________________
Secretary President
(CORPORATE SEAL)
OPTIONEE:
_____________________(SEAL)
_________________________
________________, Secretary
Regency Bancshares Inc.
P. O. Box 639
Hickory, NC 28603
Dear Secretary:
I hereby wish to exercise my option to purchase ________ shares
of Regency Common Stock at an exercise price of ________ granted
under the First Savings Bank Incentive Stock Option Plan on
November 5, 1989 and assumed by Regency Bancshares as a part of
the conversion to the holding company.
Sincerely yours,
Exhibit 4.11
REGENCY BANCSHARES INC.
DIRECTORS' NON-QUALIFIED STOCK OPTION AGREEMENT
Pursuant to
REGENCY BANCSHARES INC.
DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN
THIS AGREEMENT, made and entered into as of the ____ day of
________________ by and between Regency Bancshares Inc., a North
Carolina corporation (the "Corporation") and
_____________________,
a director of the _____________________ (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Corporation has adopted a stock option plan
known as the Regency Bancshares Inc. Directors' Non-Qualified
Stock Option Plan (the "Plan"), for the purpose of advancing the
interests of the Corporation and its shareholders by (i)
providing non-employee directors of the Corporation or of a
subsidiary corporation (as that term is defined in Section 425(f)
of the Internal Revenue Code of 1986, as amended) of the
Corporation (a "Subsidiary"), who are not employees of the
Corporation or a Subsidiary a sense of proprietorship and
personal involvement in the development and financial success of
the Corporation and (ii) encouraging such directors to devote
their best efforts to the Corporation and its Subsidiaries; and
WHEREAS, the Optionee is a director but not an employee of
the Corporation or a Subsidiary;
NOW, THEREFORE, in consideration of the promises and of the
mutual covenants and agreements hereinafter set forth, the
parties hereto mutually covenant and agree as follows:
1. Subject to the terms and conditions set forth herein,
the Corporation grants to Optionee the option to purchase from
the Corporation, from time to time, as herein more specifically
stated (the "Option"), at a price of $ _________ per share (the
"Option Price"), up to but not exceeding in the aggregate 1,200
shares of the Corporation's common stock (the "Common Stock"),
which Option may be exercised, in whole or in part, at any time
and from time to time, commencing on the first day following the
expiration of six months from the date hereof and terminating on
the fifth anniversary of this Agreement (the "Option Period").
Except as provided in Section 9 hereof, no Option may be
exercised prior to six months or later than five years from the
date the Option is granted.
2. The Option hereby granted shall be exercised by
Optionee's delivering to the Secretary of the Corporation, on any
business day, a written notice signed by the Optionee or the
Optionee's successor as described herein, specifying the whole
number of shares Optionee then desires to purchase. Payment in
full of the Option price of such shares must be made at the time
the Option is exercised. Payment may be made in cash or by
certified or official bank check payable to the order of the
Corporation for an amount in U. S. dollars equal to the Option
Price of such shares. Payment may also be made in shares of
Common Stock of the Corporation held by the Optionee whether or
not such shares were received upon the exercise or partial
exercise of the Option or any other options and whether or not a
stock certificate for such shares shall have been received.
Payment may also be made by combining cash and shares previously
held. To the extent that shares held are used in making full or
partial payment of the Option Price, each such share will be
valued at the "fair market value" thereof as of the date of
exercise. The "fair market value" of the Common Stock on a given
date shall be determined in accordance with Section 1 of the
Plan. Any overpayment will be promptly refunded, and any
underpayment will be deemed an exercise of such lesser whole
number of shares as the amount paid is sufficient to purchase.
The Optionee agrees (i) not to distribute or resell any
shares issued pursuant to the exercise of this Option in
violation of the Securities Act of 1933, as amended, (ii) to
indemnify and hold the Corporation harmless against all liability
for any such violation, (iii) upon request to furnish a letter
agreement in connection with any exercise of this Option
providing that the Optionee is purchasing the shares subject to
this Option for investment and not for resale, and (iv) to accept
a certificate representing shares of the Corporation bearing the
following endorsement:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended.
The shares have been acquired for investment and may not
be sold or offered for sale in the absence of an
effective registration statement under the Securities Act
of 1933, as amended, or an opinion of counsel
satisfactory to the corporation, and its counsel to the
effect that the proposed transaction does not involve a
violation of the Securities Act of 1933, as amended. The
shares represented by this certificate are subject to an
agreement between Regency Bancshares, Inc. and
_____________________ dated __________________________
which provides for certain restrictions on transfer."
or such other appropriate endorsement regarding restrictions on
resale as the Corporation may determine.
3. Upon termination of Optionee's service as a director of
the Corporation or a Subsidiary, the Optionee may exercise the
Option subject to the following limitations:
a. If Optionee shall cease to be a director of the
Corporation or of a Subsidiary otherwise than by such
Optionee's death, the Optionee may exercise this Option (to
the extent he was entitled to exercise this Option at the
time such Optionee ceased to be a director) at any time
prior to the earlier of (i) the expiration date of this
Option or (ii) that date which is three months from the date
such Optionee ceased to be a director (such three month
period to include the date on which such termination
occurs).
b. If Optionee dies while serving as a director of
the Corporation or of a Subsidiary or within three months
from the date the Optionee ceased to be a director, this
Option may be exercised (to the extent the Optionee was
entitled to do so on the date of his death), at any time
prior to the earlier of (i) the expiration date of this
Option or (ii) that date which is one year from the date
the Optionee ceased to be a director.
4. Whenever the term the "Optionee" is used in any
provision of this Agreement under circumstances where the term
should logically be construed to apply to (i) the estate,
personal representative, or beneficiary to whom this Option may
be transferred by will or by the laws of descent and distribution
or (ii) the guardian or legal representative of the Optionee
acting pursuant to a valid power of attorney or the decree of a
court of competent jurisdiction, then the term Optionee shall be
deemed to include such estate, personal representative,
beneficiary, guardian or legal representative.
5. This Option is not transferable by Optionee other than
by will or the laws of descent and distribution and is
exercisable during the Optionee's lifetime only by the Optionee.
No assignment or transfer of this Option or of the rights
represented thereby, whether voluntary or involuntary, by
operation of law or otherwise, which is inconsistent with this
Section 5, shall vest in the assignee or transferee any interest
or right herein whatsoever. Immediately upon any attempt to
assign or transfer this Option in a manner inconsistent with this
Section 5, this Option shall terminate and be of no force or
effect.
6. The Optionee shall not be deemed for any purpose to be
a shareholder of the Corporation for any purpose with respect to
any shares covered by this Option unless this Option shall have
been exercised and the Option Price paid in the manner provided
herein. No adjustment will be made for dividends or other rights
where the record date is prior to the date of exercise and
payment.
7. Neither this Option nor this Agreement shall affect in
any way the right or power of the Corporation or its shareholders
to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Corporation's capital
structure or its business, or any merger or consolidation of the
Corporation, or any issuance of bonds, debentures, preferred or
prior preference stocks ahead of or convertible into, or
otherwise affecting the Common Stock or the rights thereof, or
the dissolution or liquidation of the Corporation, or any sale or
transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character
or otherwise.
8. The shares with respect to which this Option is granted
are shares of the Common Stock of the Corporation as constituted
on the date of this Agreement, but if, and whenever, prior to the
delivery by the Corporation of all of the shares of Common Stock
with respect to which this Option is granted, the Corporation
shall effect a subdivision or consolidation of shares, or other
capital readjustment, or the payment of a stock dividend, or
other increase or reduction of the number of shares of Common
Stock outstanding, without receiving compensation therefor in
money, services or property, then (i) in the event of any
increase in the number of such shares outstanding, the number of
shares of Common Stock then remaining subject to Option hereunder
shall be proportionately increased (except that any fractional
share resulting from any such adjustment shall be excluded from
the operation of this Agreement), and the cash consideration
payable per share shall be proportionately reduced, and (ii) in
the event of a reduction in the number of such shares
outstanding, the number of shares of Common Stock then remaining
subject to Option hereunder shall be proportionately reduced
(except that any fractional share resulting from any such
adjustment shall be excluded from the operation of this
Agreement), and the cash consideration payable per share shall
be proportionately increased.
9. After the merger of one or more corporations into the
Corporation or any Subsidiary, any merger of the Corporation or a
Subsidiary into another corporation, any consolidation of the
Corporation or any Subsidiary and one or more other corporations,
or any other corporate reorganization of any form involving the
Corporation or a Subsidiary as a party thereto involving any
exchange, conversion, adjustment or other modification of the
outstanding shares of the Corporation's Common Stock, the
Optionee at the time of such corporate reorganization shall, at
no additional cost, be entitled, upon any exercise of this
Option, to receive in lieu of the number of shares as to which
this Option shall then be so exercised, the number and class of
shares of stock or other securities or such other property to
which the Optionee would have been entitled pursuant to the terms
of the agreement of merger or consolidation, if at the time of
such merger or consolidation the Optionee had been a holder of
record of a number of shares of Common Stock of the Corporation
equal to the number of shares which then remain exercisable under
this Option. Comparable rights shall accrue to Optionee in the
event of successive mergers or consolidations of the character
described above.
The foregoing adjustments and the manner of application of
the foregoing provisions shall be determined by the Committee in
its sole discretion. Any such adjustment may provide for the
elimination of any fractional share which might otherwise become
subject to this Option.
In the event of (i) the adoption of a plan of merger or
consolidation of the Corporation with any other corporation or
association as a result of which the holders of the voting
capital stock of the Corporation as a group would receive less
than 50% of the voting capital stock of the surviving or
resulting corporation; (ii) the approval by the Board of
Directors of the Corporation of an agreement providing for the
sale or transfer (other than as security for obligations of the
Corporation) of substantially all of the assets of the
Corporation, or (iii) in the absence of a prior expression of
approval by the Board of Directors of the Corporation, the
acquisition of more than 20% of the Corporation's voting capital
stock by any person within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, other than a person,
or group including a person, who beneficially owned, as of the
effective date of the Plan, more than five percent of the
Corporation's securities, then this Option shall become
immediately exercisable in full, subject to any appropriate
adjustments in the number of shares subject to Option and the
Option Price, and shall remain exercisable for the remaining term
of the Option, regardless of whether such Option has been
outstanding for six months or of any provision contained in this
Agreement requiring that the Option or any portion thereof be
outstanding for a minimum time period prior to exercise, subject
to all of the terms of the Plan and of this Agreement not
inconsistent with this paragraph.
Anything contained herein to the contrary notwithstanding,
upon the dissolution or liquidation of the Corporation this
Option shall terminate; provided, however, that following the
adoption of a plan of dissolution or liquidation, and in any
event prior to such dissolution or liquidation (and as provided
above regarding certain mergers and consolidations), this Option
shall be exercisable in full, regardless of whether such Option
has been outstanding for six months or of any provision contained
in this Agreement requiring that the Option or any portion
thereof be outstanding for a minimum time period prior to
exercise, subject to all of the terms of the Plan and of this
Agreement not inconsistent with this paragraph.
10. Anything in this Agreement to the contrary
notwithstanding, if, at any time specified herein for the
issuance of shares to the Optionee, any law, or any regulation or
requirement of the Securities and Exchange Commission or any
other governmental authority having jurisdiction, shall require
either the Corporation or the Optionee to take any action in
connection with the shares then to be issued, the issuance of
such shares shall be deferred until such action shall have been
taken; then, the Corporation shall be under no obligation to take
such action and the Corporation shall have no liability
whatsoever as a result of the non-issuance of such shares, except
to refund to the Optionee any consideration tendered in respect
of the Option Price.
11. Subject to the provisions of section 12 hereof, any
dispute or disagreement which shall arise under, or as a result
of, or pursuant to, this Agreement shall be determined by the
President of the Corporation (the "President") in his absolute
and uncontrolled discretion, and any such determination or any
other determination by the President under or pursuant to this
Agreement and any interpretation by the President of the terms of
this Agreement shall be final, binding and conclusive on all
persons affected thereby.
12. The Committee shall have the right, in its absolute and
uncontrolled discretion, to overrule or modify any determination
or interpretation made by the President as contemplated by
section 11 hereof, and in such event the determinations or
interpretations by the Committee shall be final, binding and
conclusive on all persons affected thereby.
13. The Board of Directors at any time may terminate the
Plan, and at any time and from time to time may amend or modify
the Plan; provided, however, that among other things specified in
the Plan, no such amendment shall reduce the amount of any
benefit or adversely change the terms and conditions hereof
without the consent of the Optionee.
14. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be
delivered personally or by mail, postage prepaid, addressed as
follows: to the Secretary of the Corporation, at 225 4th Street,
N.W., Hickory, North Carolina 28601, or at such other address as
the Corporation, by notice to the Optionee, may designate in
writing from time to time; to the Optionee, at Optionee's address
as shown on the records of the Corporation or at such other
address as the Optionee, by notice to the Corporation, may
designate in writing from time to time.
15. This Agreement is subject to the terms and conditions
contained in the Plan, a copy of which is attached hereto and
incorporated herein by reference.
IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed by its duly authorized officer, and the
Optionee has hereunto set the Optionee's hand and seal, all on
the day and year first above written.
REGENCY BANCSHARES INC.
ATTEST:
_____________________________ By: ________________________
_________ Secretary President
(CORPORATE SEAL)
THE OPTIONEE:
_____________________(SEAL)
____________________
_________________, Secretary
Regency Bancshares Inc.
P. O. Box 639
Hickory, NC 28603
Dear Secretary:
I hereby wish to exercise my option to purchase ________ shares
of Regency Common Stock at an exercise price of ________ granted
under the Regency Bancshares Inc. Directors' Non-Qualified Stock
Option Plan.
Sincerely yours,
Exhibit 4.12
NON-QUALIFIED STOCK OPTION AGREEMENT
SOUTHERN NATIONAL CORPORATION
THIS STOCK OPTION AGREEMENT made this _____ day of
___________, 1993, by and between Southern National Corporation,
a North Carolina corporation ("SNC"), for itself and its
subsidiaries, and _________________ ("Optionee"), in accordance
with a consulting agreement entered into between Southern
National Bank of North Carolina ("SNBNC") and Optionee on the
same date (the "Consulting Agreement").
SNBNC desires to compensate Optionee for the services to be
rendered pursuant to the Consulting Agreement by affording
Optionee an opportunity to purchase its common stock, $5.00 par
value per share ("SNC Common Stock" or the "Shares"), as
hereinafter provided,
NOW, THEREFORE, in consideration of the foregoing, of the
mutual promises set forth below, in the Consulting Agreement, and
of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
1. Grant of Option. SNC hereby grants to Optionee the
right and option (the "Option") to purchase all or any part of an
aggregate of ______ Shares of SNC Common Stock on the terms and
conditions herein set forth.
This Option shall entitle Optionee to purchase SNC Common
Stock from its authorized, unissued and registered share reserve,
such Shares to be the subject of a Registration Statement filed
by SNC pursuant to the Securities Act of 1933, as amended.
2. Purchase Price.
(a) The purchase price of the SNC Common Stock covered
by this Option shall be equal to the average of the high and low
sales prices of such Shares as reported on the New York Stock
Exchange ("NYSE") Composite Transactions reporting system on the
date that this Option is granted or, if none, on the next
preceding trade date.
(b) The purchase price of the Shares as to which the
Option shall be exercised shall be paid in full in cash, check or
by the Optionee's transfer to the order of SNC, a sufficient
number of shares of SNC Common Stock then owned by the Optionee
and which are registered in the name of the Optionee immediately
prior to such transfer, which total shares equal the amount of
the purchase price as determined by the value of such SNC Common
Stock reported at the close of trading in such stock on the NYSE
Composite Transactions reporting system as of the date that the
purchase price is paid to SNC by the Optionee or, a combination
of both cash and SNC Common Stock as described above.
(c) Optionee shall not have any of the rights of a
shareholder with respect to the Shares covered by the Option
except to the extent that one or more stock certificates for such
Shares shall have been delivered to him upon the due exercise of
the Option.
3. Term of Option. The term of the Option shall be for a
period of ten (10) years from the date hereof, subject to earlier
termination as provided in paragraphs 6(b) and 9 below. The
Option may be exercised in whole Shares at any time or from time
to time, as to any part of or all of the Shares covered hereby in
accordance with the vesting schedule set forth in paragraph 5.
4. Non-transferability. The Option shall not be
transferable otherwise than upon death, by will or the laws of
descent and distribution. During the lifetime of the Optionee,
the Option may be exercised only by him. Further, the Option may
not be assigned, transferred, pledged or hypothecated in any way;
it shall not be assignable by operation of law, and shall not be
subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other
disposition of the Option contrary to the provisions hereof, or
the levy of any execution, attachment, or similar process upon
the Option, shall be null or void and without effect.
5. Vesting Schedule of Options. With respect to the
number of Shares of SNC Common Stock granted to the Optionee in
paragraph 1 hereof, the Option shall be exercisable in accordance
with a vesting schedule. On the date of grant, the Optionee will
be entitled to exercise ten percent (10%) of the number of Shares
granted in the Option. On each January 31 and July 31
thereafter, the Optionee will be entitled to exercise an
additional fifteen percent (15%) of the number of Shares granted
in the Option, until the right to purchase all Shares to which
this Option relates has fully vested.
6. Termination of Consulting Services. Subject to the
term of the Option as set forth in paragraph 3 hereof:
(a) In the event that the consulting services being
provided by the Optionee as a member of an SNBNC Advisory Board
terminate by reason of the Optionee's disability (as defined in
SNBNC's Long Term Disability Plan) or retirement, the Option
shall become fully vested and may be exercised by the Optionee in
full at any time during the ten-year term of the Option, as set
forth in paragraph 3.
(b) In the event that the consulting services being
provided by the Optionee as a member of an SNBNC Advisory Board
terminate by reason of the death of the Optionee, the Option may
be exercised by the Optionee's executor, estate or beneficiary in
full for one (1) year from the date of the Optionee's death or
until the term of the Option set forth in paragraph 3 expires,
whichever is later.
(c) In the event that consultant voluntarily
terminates the Consulting Agreement (other than because of
regular or early retirement), the Option granted hereunder shall
be forfeited with respect to Shares that have not vested in
accordance with paragraph 5.
(d) So long as the Optionee continues to provide
consulting services to SNC, or one of its subsidiaries, the
Option shall not be affected by any change in the duties or
position of Optionee. Nothing in this Option shall confer upon
the Optionee any right to continue as a consultant to SNC or its
subsidiaries or to interfere in any way with the right of SNC or
its subsidiaries to terminate such consulting relationship at any
time in accordance with the terms of the Consulting Agreement.
7. Method of Exercising Option.
(a) Subject to the terms and conditions of this
Option, it may be exercised by written notice to SNC at its Stock
Transfer Department located at the office of Southern National
Bank of North Carolina, 500 N. Chestnut Street, Lumberton, North
Carolina 28358, or at such other location selected by SNC, on a
form substantially similar to the form attached hereto as Exhibit
I. Such notice shall state the election to exercise the Option
and the number in respect of which it is being exercised and
shall be signed by the person so exercising the Option.
(b) Such notice shall either (i) be accompanied by
payment of the full purchase price for the Shares being
purchased, in which event SNC shall deliver or cause to have
delivered a certificate or certificates representing such Shares
as soon as practicable after the notice shall be received; or
(ii) shall fix a date not less than five (5) nor more than ten
(10) business days from the date the notice shall be received by
the Stock Transfer Department, for the payment of the full
purchase price of such Shares against delivery of a certificate
or certificates representing such Shares.
(c) Payment of such purchase price shall, in either
case, be made in accordance with paragraph 2(b) of this Option.
(d) The certificate or certificates for the Shares as
to which the Option shall have been so exercised shall be
registered in the name of the person so exercising the Option; or
if the Option shall be exercised by the Optionee and the Optionee
shall so request in the notice exercising the Option, shall be
registered in the name of the Optionee and another person
jointly, or with a right of survivorship; and shall be delivered
as provided above to or upon the written order of the person
exercising the Option.
(e) In the event that the Option shall be exercised
pursuant to this paragraph 8 by any person other than the
Optionee, such notice shall be accompanied by appropriate proof
of the right of such person to exercise the Option. All Shares
that shall be purchased upon the exercise of the Option as
provided herein shall be fully paid and non-assessable, and
registered under the Securities Act of 1933, as amended, as well
as applicable state securities laws.
8. Change of Corporate Control. In the event that there
is a "change of control" of SNC within the meaning of the
Securities Act of 1933, as amended, subsequent to the date
hereof, the vesting of this Option as set forth in paragraph 5
hereof, will be deemed to be accelerated and shall immediately be
exercisable, subject to those limitations set forth in paragraph
6 hereof with respect to the termination of the Optionee's
consulting services. In addition to the foregoing, in the event
of a merger or consolidation to which SNC is a party (other than
as the surviving entity), or of any other acquisition of a
majority of the outstanding shares of the Common Stock of SNC, or
of any transfer of all or substantially all of the assets of SNC
or of SNC's liquidation or dissolution, SNC shall send Optionee
prior written notice of the effectiveness of such event and the
last day on which Optionee may exercise the Option which shall be
at least thirty (30) days after such notice is sent and prior to
the time such transaction is consummated. Optionee may, upon
compliance with all of the terms of this Option and
notwithstanding the vesting schedule set forth in paragraph 5,
purchase any or all of the Shares on or prior to the last day
specified in such notice, and, to the extent the Option is not
exercised, it shall expire at 5:00 P.M. on the last day specified
in such notice.
9. General.
(a) SNC shall, at all times during the term of the
Option, reserve and keep available such number of Shares as will
be sufficient to satisfy the requirements of this Option, and
shall pay all original issue and transfer taxes with respect to
the issue and transfer of Shares pursuant hereto and all other
fees and expenses necessarily incurred by SNC in connection
therewith.
(b) This Option is not intended by the parties to
qualify as an Incentive Stock Option within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended, and the parties
shall not construe it as such.
(c) Upon its expiration, the Option shall have no
further force or effect and Optionee shall have no further rights
under the Option or to any Shares which have not been purchased
pursuant to prior exercise of the Option.
10. Resale and Transfer Restrictions.
(a) The Optionee shall not resell any SNC Common Stock
purchased by the exercise of this Option except in compliance
with all applicable state and federal securities laws and
regulations.
(b) In the event that the Optionee is deemed to be an
Affiliate of SNC, as defined in Rule 405 promulgated under the
Securities Act of 1933, any resale or transfer of the Shares of
SNC Common Stock acquired pursuant to this Option shall, under
existing law, require either (i) the further registration under
the Securities Act of 1933 of the Shares of SNC Common Stock to
be transferred, (ii) compliance with Rule 144 promulgated under
the Securities Act of 1933 or, (iii) the availability of another
exemption from registration.
(c) Optionee acknowledges that the stock certificates
or certificates to be delivered to him upon the exercise of this
Option shall reflect these limitations in the form of stock
transfer restrictions.
11. Tax Consequences. Optionee has not relied upon SNC
with respect to any tax consequences related to the grant or
exercise of this Option, or the disposition of shares purchased
pursuant to its exercise. Optionee acknowledges that, as a
result of the grant and/or exercise of the Option, Optionee may
incur a substantial tax liability. Optionee assumes full
responsibility for all such consequences and for the filing of
all tax returns and elections Optionee may be required or find
desirable to file in connection therewith. In the event any
valuation of the Option or Shares purchased pursuant to its
exercise must be made under federal or state tax laws and such
valuation affects any return or election of SNC, Optionee agrees
that SNC may determine such value and that Optionee will observe
any determination so made by SNC in all returns and elections
filed by Optionee. In the event that SNC or its subsidiaries is
required by applicable law to collect any withholding, payroll or
similar taxes on Optionee by reason of the grant or any exercise
of the Option, Optionee agrees that SNC or its subsidiaries may
withhold such taxes from any monetary amounts otherwise payable
by SNC or its subsidiaries to the Optionee and that, if such
amounts are insufficient to cover the taxes required to be
collected, Optionee will pay to SNC or its subsidiaries such
additional amounts as are required.
12. Notices. Any and all notices under this Option shall
be in writing, and sent by hand delivery or by certified or
registered mail (return receipt requested and first-class postage
prepaid), in the case of SNC, to its Stock Transfer Department to
the attention of the stock transfer agent, and in the case of
Optionee, to Optionee's address as shown on the SNC records.
13. Governing Law. This Agreement shall be construed and
enforced in accordance with the State of North Carolina.
14. Modifications. No change or modification of this
Option shall be valid unless the same is in writing and signed by
the parties hereto, their respective agents and/or beneficiaries.
IN WITNESS WHEREOF, SNC has caused this Option to be duly
executed by its authorized officers and for its seal to be
hereunto affixed as by law provided and the Optionee has hereunto
set his hand and seal and has adopted the word "SEAL" set
opposite his hand as and for his personal seal, all on the day
and year first above written.
CORPORATE SEAL
ATTEST: SOUTHERN NATIONAL CORPORATION
____________________(SEAL) __________________________(SEAL)
______ Secretary ______ President
OPTIONEE:
__________________________(SEAL)
EXHIBIT I
Southern National Corporation
500 N. Chestnut Street
Lumberton, North Carolina 28358
Attn: Stock Transfer Department
SNC Non-Qualified Stock Option
Dear Sir:
Pursuant to the terms and conditions of that certain Non-
qualified Stock Option Agreement dated _______________ (the
"Option"), I desire to purchase ______ Shares of the Common Stock
of SNC, and (i) __________ (check if applicable) hereby tender
payment in full, or (ii) __________ (check if applicable) will
deliver full payment for such shares against delivery of the
certificate therefore on ____________________, and/or (iii)
_______ (check if applicable) make delivery of my SNC Common
Stock previously acquired for such Shares in accordance with the
terms of the Option.
Very truly yours,
_______________ ________________________________
Date Signature of Optionee
________________________________
Typed or Printed Name
Exhibit 4.13
NON-QUALIFIED STOCK OPTION AGREEMENT
SOUTHERN NATIONAL CORPORATION
THIS STOCK OPTION AGREEMENT made this _____ day of
___________, 1994 by and between Southern National Corporation, a
North Carolina corporation ("SNC") for itself and its
subsidiaries and ____________________ ("Optionee"), in accordance
with an employment agreement entered into between Southern
National Bank of North Carolina ("SNBNC") and Optionee on the
same date (the "Employment Agreement").
SNBNC desires to compensate Optionee for the services to be
rendered pursuant to the Employment Agreement by affording
Optionee an opportunity to purchase its common stock, $5.00 par
value per share ("SNC Common Stock" or the "Shares"), as
hereinafter provided,
NOW, THEREFORE, in consideration of the foregoing, of the
mutual promises set forth below, in the Employment Agreement, and
of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
1. Grant of Option. SNC hereby grants to Optionee the
right and option (the "Option") to purchase all or any part of an
aggregate of ________ Shares of SNC Common Stock on the terms and
conditions herein set forth.
This Option shall entitle Optionee to purchase SNC Common
Stock from its authorized, unissued and registered share reserve,
such Shares to be the subject of a Registration Statement filed
by SNC pursuant to the Securities Act of 1933, as amended.
2. Purchase Price.
(a) The purchase price of the SNC Common Stock covered
by this Option shall be equal to the average of the high and low
sales prices of such Shares as reported on the New York Stock
Exchange ("NYSE") Composite Transactions reporting system on the
date that this Option is granted or, if none, on the next
preceding trade date.
(b) The purchase price of the Shares as to which the
Option shall be exercised shall be paid in full in cash, check or
by the Optionee's transfer to the order of SNC, a sufficient
number of shares of SNC Common Stock then owned by the Optionee
and which are registered in the name of the Optionee immediately
prior to such transfer, which total shares equal the amount of
the purchase price as determined by the value of such SNC Common
Stock reported at the close of trading in such stock on the NYSE
Composite Transactions reporting system as of the date that the
purchase price is paid to SNC by the Optionee or, a combination
of both cash and SNC Common Stock as described above.
(c) Optionee shall not have any of the rights of a
shareholder with respect to the Shares covered by the Option
except to the extent that one or more stock certificates for such
Shares shall have been delivered to him upon the due exercise of
the Option.
3. Term of Option. The term of the Option shall be for a
period of ten (10) years from the date hereof, subject to earlier
termination as provided in paragraphs 6 and 9 below. The Option
may be exercised in whole Shares at any time or from time to
time, as to any part of or all of the Shares covered hereby in
accordance with the vesting schedule set forth in paragraph 5.
4. Non-transferability. The Option shall not be
transferable otherwise than upon death, by will or the laws of
descent and distribution. During the lifetime of the Optionee,
the Option may be exercised only by him. Further, the Option may
not be assigned, transferred, pledged or hypothecated in any way;
it shall not be assignable by operation of law, and shall not be
subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other
disposition of the Option contrary to the provisions hereof, or
the levy of any execution, attachment, or similar process upon
the Option, shall be null or void and without effect.
5. Vesting Schedule of Options. With respect to the
number of Shares of SNC Common Stock granted to the Optionee in
paragraph 1 hereof, the Option shall be exercisable in accordance
with a vesting schedule. On the date of grant, the Optionee will
be entitled to exercise ten percent (10%) of the number of Shares
granted in the Option. On each January 31 and July 31
thereafter, the Optionee will be entitled to exercise an
additional fifteen percent (15%) of the number of Shares granted
in the Option, until the right to purchase all Shares to which
this Option relates has fully vested.
6. Termination of Employment. Subject to the term of the
Option as set forth in paragraph 3 hereof:
(a) In the event that Optionee's employment by SNC or
its subsidiaries under its Employment Agreement terminates by
reason of Optionee's disability as defined in the Employment
Agreement or retirement, the Option shall become fully vested and
may be exercised by the Optionee in full at any time during the
ten (10) year term of the Option as set forth in paragraph 3.
(b) In the event that the employment of Optionee by
SNC or its subsidiaries terminates by reason of the death of
Optionee, the Option may be exercised by the Optionee's executor,
estate or beneficiary in full for one (1) year from the date of
the Optionee's death or until the term of the Option set forth in
paragraph 3 expires, whichever is later.
(c) In the event that Employee voluntarily terminates
his Employment Agreement (other than because of regular or early
retirement), the Option granted hereunder shall be forfeited with
respect to Shares that have not vested in accordance with
paragraph 5.
(d) So long as the Optionee continues to be an
employee of SNC, or one of its subsidiaries, the Option shall not
be affected by any change in the duties or position of Optionee.
Nothing in this Option shall confer upon the Optionee any right
to continue in the employment of SNC or its subsidiaries or to
interfere in any way with the right of SNC or its subsidiaries to
terminate that employment at any time in accordance with the term
of the Employment Agreement.
7. Method of Exercising Option.
(a) Subject to the terms and conditions of this
Option, it may be exercised by written notice to SNC at its Stock
Transfer Department located at the office of Southern National
Bank of North Carolina, 500 N. Chestnut Street, Lumberton, North
Carolina 28358, or at such other location selected by SNC, on a
form substantially similar to the form attached hereto as Exhibit
I. Such notice shall state the election to exercise the Option
and the number in respect of which it is being exercised and
shall be signed by the person so exercising the Option.
(b) Such notice shall either (i) be accompanied by
payment of the full purchase price for the Shares being
purchased, in which event SNC shall deliver or cause to have
delivered a certificate or certificates representing such Shares
as soon as practicable after the notice shall be received; or
(ii) shall fix a date not less than five (5) nor more than ten
(10) business days from the date the notice shall be received by
the Stock Transfer Department, for the payment of the full
purchase price of such Shares against delivery of a certificate
or certificates representing such Shares.
(c) Payment of such purchase price shall, in either
case, be made in accordance with paragraph 2(b) of this Option.
(d) The certificate or certificates for the Shares as
to which the Option shall have been so exercised shall be
registered in the name of the person so exercising the Option; or
if the Option shall be exercised by the Optionee and the Optionee
shall so request in the notice exercising the Option, shall be
registered in the name of the Optionee and another person
jointly, or with a right of survivorship; and shall be delivered
as provided above to or upon the written order of the person
exercising the Option.
(e) In the event that the Option shall be exercised
pursuant to this paragraph 8 by any person other than the
Optionee, such notice shall be accompanied by appropriate proof
of the right of such person to exercise the Option. All Shares
that shall be purchased upon the exercise of the Option as
provided herein shall be fully paid and non-assessable, and
registered under the Securities Act of 1933, as amended, as well
as applicable state securities laws.
8. Change of Corporate Control. In the event that there
is a "change of control" of SNC within the meaning of the
Securities Act of 1933, as amended, subsequent to the date
hereof, the vesting of this Option as set forth in paragraph 5
hereof, will be deemed to be accelerated and shall immediately be
exercisable, subject to those limitations set forth in paragraph
6 hereof with respect to the Optionee's termination of
employment. In addition to the foregoing, in the event of a
merger or consolidation to which SNC is a party (other than as
the surviving entity), or of any other acquisition of a majority
of the outstanding shares of the Common Stock of SNC, or of any
transfer of all or substantially all of the assets of SNC or of
SNC's liquidation or dissolution, SNC shall send Optionee prior
written notice of the effectiveness of such event and the last
day on which Optionee may exercise the Option, which shall be at
least thirty (30) days after such notice is sent and prior to the
time such transaction is consummated. Optionee may, upon
compliance with all of the terms of this Option, and not
withstanding the vesting schedule set forth in paragraph 5,
purchase any or all of the Shares on or prior to the last day
specified in such notice, and, to the extent the Option is not
exercised, it shall expire at 5:00 P.M. on the last day specified
in such notice.
9. General.
(a) SNC shall, at all times during the term of the
Option, reserve and keep available such number of Shares as will
be sufficient to satisfy the requirements of this Option, and
shall pay all original issue and transfer taxes with respect to
the issue and transfer of Shares pursuant hereto and all other
fees and expenses necessarily incurred by SNC in connection
therewith.
(b) This Option is not intended by the parties to
qualify as an Incentive Stock Option within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended, and the parties
shall not construe it as such.
(c) Upon its expiration, the Option shall have no
further force or effect and Optionee shall have no further rights
under the Option or to any Shares which have not been purchased
pursuant to prior exercise of the Option.
10. Resale and Transfer Restrictions.
(a) The Optionee shall not resell any SNC Common Stock
purchased by the exercise of this Option except in compliance
with all applicable state and federal securities laws and
regulations.
(b) In the event that the Optionee is deemed to be an
Affiliate of SNC, as defined in Rule 405 promulgated under the
Securities Act of 1933, any resale or transfer of the Shares of
SNC Common Stock acquired pursuant to this Option shall, under
existing law, require either (i) the further registration under
the Securities Act of 1933 of the Shares of SNC Common Stock to
be transferred, (ii) compliance with Rule 144 promulgated under
the Securities Act of 1933 or, (iii) the availability of another
exemption from registration.
(c) Optionee acknowledges that the stock certificates
or certificates to be delivered to him upon the exercise of this
Option shall reflect these limitations in the form of stock
transfer restrictions.
11. Tax Consequences. Optionee has not relied upon SNC
with respect to any tax consequences related to the grant or
exercise of this Option, or the disposition of shares purchased
pursuant to its exercise. Optionee acknowledges that, as a
result of the grant and/or exercise of the Option, Optionee may
incur a substantial tax liability. Optionee assumes full
responsibility for all such consequences and for the filing of
all tax returns and elections Optionee may be required or find
desirable to file in connection therewith. In the event any
valuation of the Option or Shares purchased pursuant to its
exercise must be made under federal or state tax laws and such
valuation affects any return or election of SNC, Optionee agrees
that SNC may determine such value and that Optionee will observe
any determination so made by SNC in all returns and elections
filed by Optionee. In the event that SNC or its subsidiaries is
required by applicable law to collect any withholding, payroll or
similar taxes on Optionee by reason of the grant or any exercise
of the Option, Optionee agrees that SNC or its subsidiaries may
withhold such taxes from any monetary amounts otherwise payable
by SNC or its subsidiaries to the Optionee and that, if such
amounts are insufficient to cover the taxes required to be
collected, Optionee will pay to SNC or its subsidiaries such
additional amounts as are required.
12. Notices. Any and all notices under this Option shall
be in writing, and sent by hand delivery or by certified or
registered mail (return receipt requested and first-class postage
prepaid), in the case of SNC, to its Stock Transfer Department to
the attention of the stock transfer agent, and in the case of
Optionee, to Optionee's address as shown on the SNC records.
13. Governing Law. This Agreement shall be construed and
enforced in accordance with the State of North Carolina.
14. Modifications. No change or modification of this
Option shall be valid unless the same is in writing and signed by
the parties hereto, their respective agents and/or beneficiaries.
IN WITNESS WHEREOF, SNC has caused this Option to be duly
executed by its authorized officers and for its seal to be
hereunto affixed as by law provided and the Optionee has hereunto
set his hand and seal and has adopted the word "SEAL" set
opposite his hand as and for his personal seal, all on the day
and year first above written.
CORPORATE SEAL
ATTEST: SOUTHERN NATIONAL CORPORATION
__________________________ ______________________________
______ Secretary ______ President
OPTIONEE:
__________________________(SEAL)
EXHIBIT I
Southern National Corporation
500 N. Chestnut Street
Lumberton, North Carolina 28358
Attn: Stock Transfer Department
SNC Non-Qualified Stock Option
Dear Sir:
Pursuant to the terms and conditions of that certain Non-
qualified Stock Option Agreement dated _______________ (the
"Option"), I desire to purchase ______ Shares of the Common Stock
of SNC, and (i) __________ (check if applicable) hereby tender
payment in full, or (ii) __________ (check if applicable) will
deliver full payment for such shares against delivery of the
certificate therefore on ____________________, and/or (iii)
_______ (check if applicable) make delivery of my SNC Common
Stock previously acquired for such Shares in accordance with the
terms of the Option.
Very truly yours,
_______________ ________________________________
Date Signature of Optionee
________________________________
Typed or Printed Name
Exhibit 4.14
NON-QUALIFIED STOCK OPTION AGREEMENT
SOUTHERN NATIONAL CORPORATION
THIS STOCK OPTION AGREEMENT made this _____ day of
___________, 1994, by and between Southern National Corporation,
a North Carolina corporation ("SNC"), for itself and its
subsidiaries, and _________________ ("Optionee"), in accordance
with a consulting agreement entered into between Southern
National Bank of North Carolina ("SNBNC") and Optionee on the
same date (the "Consulting Agreement").
SNBNC desires to compensate Optionee for the services to be
rendered pursuant to the Consulting Agreement by affording
Optionee an opportunity to purchase its common stock, $5.00 par
value per share ("SNC Common Stock" or the "Shares"), as
hereinafter provided,
NOW, THEREFORE, in consideration of the foregoing, of the
mutual promises set forth below, in the Consulting Agreement, and
of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
1. Grant of Option. SNC hereby grants to Optionee the
right and option (the "Option") to purchase all or any part of an
aggregate of ______ Shares of SNC Common Stock on the terms and
conditions herein set forth.
This Option shall entitle Optionee to purchase SNC Common
Stock from its authorized, unissued and registered share reserve,
such Shares to be the subject of a Registration Statement filed
by SNC pursuant to the Securities Act of 1933, as amended.
2. Purchase Price.
(a) The purchase price of the SNC Common Stock covered
by this Option shall be equal to the average of the high and low
sales prices of such Shares as reported on the New York Stock
Exchange ("NYSE") Composite Transactions reporting system on the
date of the Consulting Agreement between the Optionee and
Southern National Bank of North Carolina.
(b) The purchase price of the Shares as to which the
Option shall be exercised shall be paid in full in cash, check or
by the Optionee's transfer to the order of SNC, a sufficient
number of shares of SNC Common Stock then owned by the Optionee
and which are registered in the name of the Optionee immediately
prior to such transfer, which total shares equal the amount of
the purchase price as determined by the value of such SNC Common
Stock reported at the close of trading in such stock on the NYSE
Composite Transactions reporting system as of the date that the
purchase price is paid to SNC by the Optionee or, a combination
of both cash and SNC Common Stock as described above.
(c) Optionee shall not have any of the rights of a
shareholder with respect to the Shares covered by the Option
except to the extent that one or more stock certificates for such
Shares shall have been delivered to him upon the due exercise of
the Option.
3. Term of Option. The term of the Option shall be for a
period of ten (10) years from the date hereof, subject to earlier
termination as provided in paragraphs 6(b) and 9 below. The
Option may be exercised in whole Shares at any time or from time
to time, as to any part of or all of the Shares covered hereby in
accordance with the vesting schedule set forth in paragraph 5.
4. Non-transferability. The Option shall not be
transferable otherwise than upon death, by will or the laws of
descent and distribution. During the lifetime of the Optionee,
the Option may be exercised only by him. Further, the Option may
not be assigned, transferred, pledged or hypothecated in any way;
it shall not be assignable by operation of law, and shall not be
subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other
disposition of the Option contrary to the provisions hereof, or
the levy of any execution, attachment, or similar process upon
the Option, shall be null or void and without effect.
5. Vesting Schedule of Options. With respect to the
number of Shares of SNC Common Stock granted to the Optionee in
paragraph 1 hereof, the Option shall be exercisable in accordance
with a vesting schedule. On the date of grant, the Optionee will
be entitled to exercise thirty-four percent (34%) of the number
of Shares granted in the Option. On the first aniversary date
after the date of this Agreement and the second aniversary date
thereafter, the Optionee will be entitled to exercise an
additional thirty-three percent (33%) of the number of Shares
granted in the Option, until the right to purchase all Shares to
which this Option relates has fully vested.
6. Termination of Consulting Services. Subject to the
term of the Option as set forth in paragraph 3 hereof:
(a) In the event that the consulting services being
provided by the Optionee as a member of an SNBNC Advisory Board
terminate by reason of the Optionee's disability (as defined in
SNBNC's Long Term Disability Plan) or retirement, the Option
shall become fully vested and may be exercised by the Optionee in
full at any time during the ten-year term of the Option, as set
forth in paragraph 3.
(b) In the event that the consulting services being
provided by the Optionee as a member of an SNBNC Advisory Board
terminate by reason of the death of the Optionee, the Option may
be exercised by the Optionee's executor, estate or beneficiary in
full for one (1) year from the date of the Optionee's death or
until the term of the Option set forth in paragraph 3 expires,
whichever is later.
(c) In the event that consultant voluntarily
terminates the Consulting Agreement (other than because of
regular or early retirement), the Option granted hereunder shall
be forfeited with respect to Shares that have not vested in
accordance with paragraph 5.
(d) So long as the Optionee continues to provide
consulting services to SNC, or one of its subsidiaries, the
Option shall not be affected by any change in the duties or
position of Optionee. Nothing in this Option shall confer upon
the Optionee any right to continue as a consultant to SNC or its
subsidiaries or to interfere in any way with the right of SNC or
its subsidiaries to terminate such consulting relationship at any
time in accordance with the terms of the Consulting Agreement.
7. Method of Exercising Option.
(a) Subject to the terms and conditions of this
Option, it may be exercised by written notice to SNC at its Stock
Transfer Department located at the office of Southern National
Bank of North Carolina, 500 N. Chestnut Street, Lumberton, North
Carolina 28358, or at such other location selected by SNC, on a
form substantially similar to the form attached hereto as Exhibit
I. Such notice shall state the election to exercise the Option
and the number in respect of which it is being exercised and
shall be signed by the person so exercising the Option.
(b) Such notice shall either (i) be accompanied by
payment of the full purchase price for the Shares being
purchased, in which event SNC shall deliver or cause to have
delivered a certificate or certificates representing such Shares
as soon as practicable after the notice shall be received; or
(ii) shall fix a date not less than five (5) nor more than ten
(10) business days from the date the notice shall be received by
the Stock Transfer Department, for the payment of the full
purchase price of such Shares against delivery of a certificate
or certificates representing such Shares.
(c) Payment of such purchase price shall, in either
case, be made in accordance with paragraph 2(b) of this Option.
(d) The certificate or certificates for the Shares as
to which the Option shall have been so exercised shall be
registered in the name of the person so exercising the Option; or
if the Option shall be exercised by the Optionee and the Optionee
shall so request in the notice exercising the Option, shall be
registered in the name of the Optionee and another person
jointly, or with a right of survivorship; and shall be delivered
as provided above to or upon the written order of the person
exercising the Option.
(e) In the event that the Option shall be exercised
pursuant to this paragraph 8 by any person other than the
Optionee, such notice shall be accompanied by appropriate proof
of the right of such person to exercise the Option. All Shares
that shall be purchased upon the exercise of the Option as
provided herein shall be fully paid and non-assessable, and
registered under the Securities Act of 1933, as amended, as well
as applicable state securities laws.
8. Change of Corporate Control. In the event that there
is a "change of control" of SNC within the meaning of the
Securities Act of 1933, as amended, subsequent to the date
hereof, the vesting of this Option as set forth in paragraph 5
hereof, will be deemed to be accelerated and shall immediately be
exercisable, subject to those limitations set forth in paragraph
6 hereof with respect to the termination of the Optionee's
consulting services. In addition to the foregoing, in the event
of a merger or consolidation to which SNC is a party (other than
as the surviving entity), or of any other acquisition of a
majority of the outstanding shares of the Common Stock of SNC, or
of any transfer of all or substantially all of the assets of SNC
or of SNC's liquidation or dissolution, SNC shall send Optionee
prior written notice of the effectiveness of such event and the
last day on which Optionee may exercise the Option which shall be
at least thirty (30) days after such notice is sent and prior to
the time such transaction is consummated. Optionee may, upon
compliance with all of the terms of this Option and
notwithstanding the vesting schedule set forth in paragraph 5,
purchase any or all of the Shares on or prior to the last day
specified in such notice, and, to the extent the Option is not
exercised, it shall expire at 5:00 P.M. on the last day specified
in such notice.
9. General.
(a) SNC shall, at all times during the term of the
Option, reserve and keep available such number of Shares as will
be sufficient to satisfy the requirements of this Option, and
shall pay all original issue and transfer taxes with respect to
the issue and transfer of Shares pursuant hereto and all other
fees and expenses necessarily incurred by SNC in connection
therewith.
(b) This Option is not intended by the parties to
qualify as an Incentive Stock Option within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended, and the parties
shall not construe it as such.
(c) Upon its expiration, the Option shall have no
further force or effect and Optionee shall have no further rights
under the Option or to any Shares which have not been purchased
pursuant to prior exercise of the Option.
10. Resale and Transfer Restrictions.
(a) The Optionee shall not resell any SNC Common Stock
purchased by the exercise of this Option except in compliance
with all applicable state and federal securities laws and
regulations.
(b) In the event that the Optionee is deemed to be an
Affiliate of SNC, as defined in Rule 405 promulgated under the
Securities Act of 1933, any resale or transfer of the Shares of
SNC Common Stock acquired pursuant to this Option shall, under
existing law, require either (i) the further registration under
the Securities Act of 1933 of the Shares of SNC Common Stock to
be transferred, (ii) compliance with Rule 144 promulgated under
the Securities Act of 1933 or, (iii) the availability of another
exemption from registration.
(c) Optionee acknowledges that the stock certificates
or certificates to be delivered to him upon the exercise of this
Option shall reflect these limitations in the form of stock
transfer restrictions.
11. Tax Consequences. Optionee has not relied upon SNC
with respect to any tax consequences related to the grant or
exercise of this Option, or the disposition of shares purchased
pursuant to its exercise. Optionee acknowledges that, as a
result of the grant and/or exercise of the Option, Optionee may
incur a substantial tax liability. Optionee assumes full
responsibility for all such consequences and for the filing of
all tax returns and elections Optionee may be required or find
desirable to file in connection therewith. In the event any
valuation of the Option or Shares purchased pursuant to its
exercise must be made under federal or state tax laws and such
valuation affects any return or election of SNC, Optionee agrees
that SNC may determine such value and that Optionee will observe
any determination so made by SNC in all returns and elections
filed by Optionee. In the event that SNC or its subsidiaries is
required by applicable law to collect any withholding, payroll or
similar taxes on Optionee by reason of the grant or any exercise
of the Option, Optionee agrees that SNC or its subsidiaries may
withhold such taxes from any monetary amounts otherwise payable
by SNC or its subsidiaries to the Optionee and that, if such
amounts are insufficient to cover the taxes required to be
collected, Optionee will pay to SNC or its subsidiaries such
additional amounts as are required.
12. Notices. Any and all notices under this Option shall
be in writing, and sent by hand delivery or by certified or
registered mail (return receipt requested and first-class postage
prepaid), in the case of SNC, to its Stock Transfer Department to
the attention of the stock transfer agent, and in the case of
Optionee, to Optionee's address as shown on the SNC records.
13. Governing Law. This Agreement shall be construed and
enforced in accordance with the State of North Carolina.
14. Modifications. No change or modification of this
Option shall be valid unless the same is in writing and signed by
the parties hereto, their respective agents and/or beneficiaries.
IN WITNESS WHEREOF, SNC has caused this Option to be duly
executed by its authorized officers and for its seal to be
hereunto affixed as by law provided and the Optionee has hereunto
set his hand and seal and has adopted the word "SEAL" set
opposite his hand as and for his personal seal, all on the day
and year first above written.
CORPORATE SEAL
ATTEST: SOUTHERN NATIONAL CORPORATION
____________________(SEAL) __________________________(SEAL)
______ Secretary ______ President
OPTIONEE:
__________________________(SEAL)
EXHIBIT I
Southern National Corporation
500 N. Chestnut Street
Lumberton, North Carolina 28358
Attn: Stock Transfer Department
SNC Non-Qualified Stock Option
Dear Sir:
Pursuant to the terms and conditions of that certain Non-
qualified Stock Option Agreement dated _______________ (the
"Option"), I desire to purchase ______ Shares of the Common Stock
of SNC, and (i) __________ (check if applicable) hereby tender
payment in full, or (ii) __________ (check if applicable) will
deliver full payment for such shares against delivery of the
certificate therefore on ____________________, and/or (iii)
_______ (check if applicable) make delivery of my SNC Common
Stock previously acquired for such Shares in accordance with the
terms of the Option.
Very truly yours,
_______________ ________________________________
Date Signature of Optionee
________________________________
Typed or Printed Name
Exhibit 4.15
NON-QUALIFIED STOCK OPTION AGREEMENT
SOUTHERN NATIONAL CORPORATION
THIS STOCK OPTION AGREEMENT made this _____ day of
___________, 1994, by and between Southern National Corporation,
a North Carolina corporation ("SNC"), for itself and its
subsidiaries, and _________________ ("Optionee"), in accordance
with an employment agreement entered into between Southern
National Bank of North Carolina ("SNBNC") and Optionee on the
same date (the "Employment Agreement").
SNBNC desires to compensate Optionee for the services to be
rendered pursuant to the Employment Agreement by affording
Optionee an opportunity to purchase its common stock, $5.00 par
value per share ("SNC Common Stock" or the "Shares"), as
hereinafter provided,
NOW, THEREFORE, in consideration of the foregoing, of the
mutual promises set forth below, in the Employment Agreement, and
of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
1. Grant of Option. SNC hereby grants to Optionee the
right and option (the "Option") to purchase all or any part of an
aggregate of ______ Shares of SNC Common Stock on the terms and
conditions herein set forth.
This Option shall entitle Optionee to purchase SNC Common
Stock from its authorized, unissued and registered share reserve,
such Shares to be the subject of a Registration Statement filed
by SNC pursuant to the Securities Act of 1933, as amended.
2. Purchase Price.
(a) The purchase price of the SNC Common Stock covered
by this Option shall be equal to the average of the high and low
sales prices of such Shares as reported on the New York Stock
Exchange ("NYSE") Composite Transactions reporting system on the
date of the Employment Agreement between the Optionee and SNBNC.
(b) The purchase price of the Shares as to which the
Option shall be exercised shall be paid in full in cash, check or
by the Optionee's transfer to the order of SNC, a sufficient
number of shares of SNC Common Stock then owned by the Optionee
and which are registered in the name of the Optionee immediately
prior to such transfer, which total shares equal the amount of
the purchase price as determined by the value of such SNC Common
Stock reported at the close of trading in such stock on the NYSE
Composite Transactions reporting system as of the date that the
purchase price is paid to SNC by the Optionee or, a combination
of both cash and SNC Common Stock as described above.
(c) Optionee shall not have any of the rights of a
shareholder with respect to the Shares covered by the Option
except to the extent that one or more stock certificates for such
Shares shall have been delivered to him upon the due exercise of
the Option.
3. Term of Option. The term of the Option shall be for a
period of ten (10) years from the date hereof, subject to earlier
termination as provided in paragraphs 6(b) and 8 below. The
Option may be exercised in whole Shares at any time or from time
to time, as to any part of or all of the Shares covered hereby in
accordance with the vesting schedule set forth in paragraph 5.
4. Non-transferability. The Option shall not be
transferable otherwise than upon death, by will or the laws of
descent and distribution. During the lifetime of the Optionee,
the Option may be exercised only by him. Further, the Option may
not be assigned, transferred, pledged or hypothecated in any way;
it shall not be assignable by operation of law, and shall not be
subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other
disposition of the Option contrary to the provisions hereof, or
the levy of any execution, attachment, or similar process upon
the Option, shall be null or void and without effect.
5. Vesting Schedule of Options. With respect to the
number of Shares of SNC Common Stock granted to the Optionee in
paragraph 1 hereof, the Option shall be exercisable in accordance
with a vesting schedule. On the date of grant, the Optionee will
be entitled to exercise thirty-four percent (34%) of the number
of Shares granted in the Option. On the first anniversary date
after the date of this Agreement and the second anniversary date
thereafter, the Optionee will be entitled to exercise an
additional thirty-three percent (33%) of the number of Shares
granted in the Option, until the right to purchase all Shares to
which this Option relates has fully vested.
6. Termination of Employment. Subject to the term of the Option as
set forth in paragraph 3 hereof:
(a) In the event that Optionee's employment by SNC or
its subsidiaries under its Employment Agreement terminates by
reason of the Optionee's disability (as defined in SNBNC's Long
Term Disability Plan) or retirement, the Option shall become
fully vested and may be exercised by the Optionee in full at any
time during the ten-year term of the Option, as set forth in
paragraph 3.
(b) In the event that the employment of Optionee by
SNC or its subsidiaries terminates by reason of the death of the
Optionee, the Option may be exercised by the Optionee's executor,
estate or beneficiary in full for one (1) year from the date of
the Optionee's death or until the term of the Option set forth in
paragraph 3 expires, whichever is later.
(c) In the event that Optionee voluntarily terminates
his Employment Agreement (other than because of regular or early
retirement), the Option granted hereunder shall be forfeited with
respect to Shares that have not vested in accordance with
paragraph 5.
(d) So long as the Optionee continues to be an
employee of SNBNC under the Employment Agreement, the Option shall
not be affected by any change in the duties or position of Optionee.
Nothing in this Option shall confer upon the Optionee any right
to continue as an employee of SNBNC or to interfere in any way with
the right of SNC or its subsidiaries to terminate that employment at
any time in accordance with the terms of the Employment Agreement.
7. Method of Exercising Option.
(a) Subject to the terms and conditions of this
Option, it may be exercised by written notice to SNC at its Stock
Transfer Department located at the office of Southern National
Bank of North Carolina, 500 N. Chestnut Street, Lumberton, North
Carolina 28358, or at such other location selected by SNC, on a
form substantially similar to the form attached hereto as Exhibit
I. Such notice shall state the election to exercise the Option
and the number in respect of which it is being exercised and
shall be signed by the person so exercising the Option.
(b) Such notice shall either (i) be accompanied by
payment of the full purchase price for the Shares being
purchased, in which event SNC shall deliver or cause to have
delivered a certificate or certificates representing such Shares
as soon as practicable after the notice shall be received; or
(ii) shall fix a date not less than five (5) nor more than ten
(10) business days from the date the notice shall be received by
the Stock Transfer Department, for the payment of the full
purchase price of such Shares against delivery of a certificate
or certificates representing such Shares.
(c) Payment of such purchase price shall, in either
case, be made in accordance with paragraph 2(b) of this Option.
(d) The certificate or certificates for the Shares as
to which the Option shall have been so exercised shall be
registered in the name of the person so exercising the Option; or
if the Option shall be exercised by the Optionee and the Optionee
shall so request in the notice exercising the Option, shall be
registered in the name of the Optionee and another person
jointly, or with a right of survivorship; and shall be delivered
as provided above to or upon the written order of the person
exercising the Option.
(e) In the event that the Option shall be exercised
pursuant to this paragraph 7 by any person other than the
Optionee, such notice shall be accompanied by appropriate proof
of the right of such person to exercise the Option. All Shares
that shall be purchased upon the exercise of the Option as
provided herein shall be fully paid and non-assessable, and
registered under the Securities Act of 1933, as amended, as well
as applicable state securities laws.
8. Change of Corporate Control. In the event that there
is a "change of control" of SNC within the meaning of the
Securities Act of 1933, as amended, subsequent to the date
hereof, the vesting of this Option as set forth in paragraph 5
hereof, will be deemed to be accelerated and shall immediately be
exercisable, subject to those limitations set forth in paragraph
6 hereof with respect to the Optionee's termination of
employment. In addition to the foregoing, in the event of a
merger or consolidation to which SNC is a party (other than as
the surviving entity), or of any other acquisition of a majority
of the outstanding shares of the Common Stock of SNC, or of any
transfer of all or substantially all of the assets of SNC or of
SNC's liquidation or dissolution, SNC shall send Optionee prior
written notice of the effectiveness of such event and the last
day on which Optionee may exercise the Option, which shall be at
least thirty (30) days after such notice is sent and prior to the
time such transaction is consummated. Optionee may, upon
compliance with all of the terms of this Option, and
notwithstanding the vesting schedule set forth in paragraph 5,
purchase any or all of the Shares on or prior to the last day
specified in such notice, and, to the extent the Option is not
exercised, it shall expire at 5:00 P.M. on the last day specified
in such notice.
9. General.
(a) SNC shall, at all times during the term of the
Option, reserve and keep available such number of Shares as will
be sufficient to satisfy the requirements of this Option, and
shall pay all original issue and transfer taxes with respect to
the issue and transfer of Shares pursuant hereto and all other
fees and expenses necessarily incurred by SNC in connection
therewith.
(b) This Option is not intended by the parties to
qualify as an Incentive Stock Option within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended, and the parties
shall not construe it as such.
(c) Upon its expiration, the Option shall have no
further force or effect and Optionee shall have no further rights
under the Option or to any Shares which have not been purchased
pursuant to prior exercise of the Option.
10. Resale and Transfer Restrictions.
(a) The Optionee shall not resell any SNC Common Stock
purchased by the exercise of this Option except in compliance
with all applicable state and federal securities laws and
regulations.
(b) In the event that the Optionee is deemed to be an
Affiliate of SNC, as defined in Rule 405 promulgated under the
Securities Act of 1933, any resale or transfer of the Shares of
SNC Common Stock acquired pursuant to this Option shall, under
existing law, require either (i) the further registration under
the Securities Act of 1933 of the Shares of SNC Common Stock to
be transferred, (ii) compliance with Rule 144 promulgated under
the Securities Act of 1933 or, (iii) the availability of another
exemption from registration.
(c) Optionee acknowledges that the stock certificates
or certificates to be delivered to him upon the exercise of this
Option shall reflect these limitations in the form of stock
transfer restrictions.
11. Tax Consequences. Optionee has not relied upon SNC
with respect to any tax consequences related to the grant or
exercise of this Option, or the disposition of shares purchased
pursuant to its exercise. Optionee acknowledges that, as a
result of the grant and/or exercise of the Option, Optionee may
incur a substantial tax liability. Optionee assumes full
responsibility for all such consequences and for the filing of
all tax returns and elections Optionee may be required or find
desirable to file in connection therewith. In the event any
valuation of the Option or Shares purchased pursuant to its
exercise must be made under federal or state tax laws and such
valuation affects any return or election of SNC, Optionee agrees
that SNC may determine such value and that Optionee will observe
any determination so made by SNC in all returns and elections
filed by Optionee. In the event that SNC or its subsidiaries is
required by applicable law to collect any withholding, payroll or
similar taxes on Optionee by reason of the grant or any exercise
of the Option, Optionee agrees that SNC or its subsidiaries may
withhold such taxes from any monetary amounts otherwise payable
by SNC or its subsidiaries to the Optionee and that, if such
amounts are insufficient to cover the taxes required to be
collected, Optionee will pay to SNC or its subsidiaries such
additional amounts as are required.
12. Notices. Any and all notices under this Option shall
be in writing, and sent by hand delivery or by certified or
registered mail (return receipt requested and first-class postage
prepaid), in the case of SNC, to its Stock Transfer Department to
the attention of the stock transfer agent, and in the case of
Optionee, to Optionee's address as shown on the SNC records.
13. Governing Law. This Agreement shall be construed and
enforced in accordance with the State of North Carolina.
14. Modifications. No change or modification of this
Option shall be valid unless the same is in writing and signed by
the parties hereto, their respective agents and/or beneficiaries.
IN WITNESS WHEREOF, SNC has caused this Option to be duly
executed by its authorized officers and for its seal to be
hereunto affixed as by law provided and the Optionee has hereunto
set his hand and seal and has adopted the word "SEAL" set
opposite his hand as and for his personal seal, all on the day
and year first above written.
CORPORATE SEAL
ATTEST: SOUTHERN NATIONAL CORPORATION
____________________(SEAL) __________________________(SEAL)
______ Secretary ______ President
OPTIONEE:
__________________________(SEAL)
EXHIBIT I
Southern National Corporation
500 N. Chestnut Street
Lumberton, North Carolina 28358
Attn: Stock Transfer Department
SNC Non-Qualified Stock Option
Dear Sir:
Pursuant to the terms and conditions of that certain Non-
qualified Stock Option Agreement dated _______________ (the
"Option"), I desire to purchase ______ Shares of the Common Stock
of SNC, and (i) __________ (check if applicable) hereby tender
payment in full, or (ii) __________ (check if applicable) will
deliver full payment for such shares against delivery of the
certificate therefore on ____________________, and/or (iii)
_______ (check if applicable) make delivery of my SNC Common
Stock previously acquired for such Shares in accordance with the
terms of the Option.
Very truly yours,
_______________ ________________________________
Date Signature of Optionee
________________________________
Typed or Printed Name
Exhibit 5
February 17, 1994
Board of Directors
Southern National Corporation
Southern National Financial Center
500 North Chestnut Street
Lumberton, North Carolina 28359
Gentlemen:
We have acted as counsel to Southern National Corporation, a North
Carolina corporation (the "Company"), in connection with its Registration
Statement on Form S-8, as filed on February 17, 1994, with the Securities
Exchange Commission (the "Registration Statement"), with respect to 571,049
shares of the Company's Common Stock, without par value (the "Common Stock"),
which are proposed to be offered and sold as described in the Registration
Statement.
In rendering this opinion, we have relied upon, among other things,
our examination of such records of the Company and certificates of its
officers and of public officials as we have deemed necessary.
Based upon the foregoing and the further qualifications stated
below, we are of the opinion that:
1. The Company is duly incorporated, validly existing and in
good standing under the laws of the State of North Carolina; and
2. The 571,049 shares of Common Stock covered by the
Registration Statement have been duly authorized and, when issued and sold
as described in the Registration Statement, will be legally issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
(signature of Hunton & Williams)
Hunton & Williams
EXHIBIT 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated January 29,
1993, included in Southern National Corporation's report on Form 8-K dated
June 8, 1993, and to all references to our firm included in this
registration statement.
(signature of Arthur Anderson & Co.)
ARTHUR ANDERSON & CO.
Charlotte, North Carolina,
February 16, 1994.
EXHIBIT 24.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Southern National Corporation
We consent to the incorporation by reference in the registration statement
on Form S-8 filed by Southern National Corporation of our report on the
consolidated financial statements of The First Savings Bank, FSB as of
June 30, 1992 and 1991 and for each of the years in the three year period
ended June 30, 1992, which report is included in the Form 8-K filed by
Southern National Corporation on August 5, 1993.
(signature of KPMG Peat Marwick)
KPMG Peat Marwick
Greenville, South Carolina
February 17, 1994
EXHIBIT 24.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Southern Naitonal Corporation on Form S-8 (File No. ____) of our report dated
July 24, 1992, on our audits of the consolidated financial statements of
FedFirst Bancshares, Inc. as of June 30, 1992 and 1991, and for the years
ended June 30, 1992 and 1991, which report is included in Southern National
Corporation's Current Report on Frm 8-K dated January 29, 1993.
(signature of Coopers & Lybrand)
COOPERS & LYBRAND
Raleigh, North Carolina
February 16, 1994
