As filed with the Securities and Exchange Commission on April 25, 1997
Registration No. 33-__________
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
(Exact Name of Registration As Specified In Its Charter)
Pennsylvania 23-2812193
------------------------------ ----------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
732 Montgomery Avenue,
Narberth, Pennsylvania 19072-2090
- ------------------------------ ---------------
(Address of principal executive (Zip Code)
offices)
ROYAL BANCSHARES OF PENNSYLVANIA, INC. STOCK OPTION AND
APPRECIATION RIGHT PLAN
ROYAL BANCSHARES OF PENNSYLVANIA, INC. OUTSIDE DIRECTORS'
STOCK OPTION PLAN
(Full title of the plans)
Lee E. Tabas, President and Copies To:
Chief Executive Officer B. Tyler Lincoln,Esquire
ROYAL BANCSHARES OF PENNSYLVANIA, INC. SHUMAKER WILLIAMS, P.C.
732 Montgomery Avenue Post Office Box 88
Narberth, Pennsylvania 19072-2090 Harrisburg, Pennsylvania
(610) 668-4700 17108
- ------------------------------------ -------------------------
(Name, address, including zip code, 717-763-1121
and telephone number, including area
code, of agent for service)
--------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Each Class Amount Proposed Maximum
of Securities to to be Offering Price
be Registered Registered <F1> Per Share <F2>
- ------------------- ---------------- -----------------
<S> <C> <C>
Class A Common Stock
$2.00 Par Value 1,150,000 $13.44
<CAPTION>
Title of Each Class Proposed Maximum Amount of
of Securities to Aggregate Offering Registration
be Registered Price <F2> Fee
- ------------------- ---------------- ---------------
<S> <C> <C>
Class A Common Stock
$2.00 Par Value $15,456,000.00 $4,683.66
<FN>
<F1> Based on the maximum number of shares of Royal Bancshares of
Pennsylvania, Inc. ("Royal") Class A Common Stock, par value
$2.00 per share, ("Common Stock") authorized for issuance under
the plans set forth above. Includes 1,000,000 shares of Common
Stock authorized for issuance under the Royal Stock Option and
Stock Appreciation Right Plan and 150,000 shares of Common Stock
authorized for issuance under the Royal Outside Directors' Stock
Option Plan. There are also registered hereby such indeterminate
number of shares of Common Stock as may become issuable by reason
of the anti-dilution provisions of these plans.
<F2> Estimated pursuant to Rule 457(c) and (h)(1) solely for the
purpose of calculating the amount of the registration fee based
upon the average of the closing bid and asked prices of the
Common Stock on April 23, 1997, with respect to the 1,150,000
shares of Common Stock issuable under the plans.
</FN>
</TABLE>
Page 1 of 39 Sequentially Numbered Pages
Index to Exhibits Found on Page
<PAGE>
TO PARTICIPANTS IN THE ROYAL BANCSHARES OF PENNSYLVANIA, INC.
STOCK OPTION AND APPRECIATION RIGHT PLAN
AND THE ROYAL BANCSHARES OF PENNSYLVANIA, INC.
OUTSIDE DIRECTORS' STOCK OPTION PLAN
Royal Bancshares of Pennsylvania, Inc. (the "Company") has
filed a Registration Statement, concerning shares of its Class A
Common Stock, $2.00 par value ("Common Stock") that may, from
time to time, be issued pursuant to the Royal Bancshares of
Pennsylvania, Inc. Stock Option and Appreciation Right Plan (the
"Stock Option Plan") and the Royal Bancshares of Pennsylvania,
Inc. Outside Directors' Stock Option Plan (the "Outside
Directors' Option Plan"). Collectively, the Stock Option Plan
and the Outside Directors' Option Plan are referred to herein as
the "Plans." The Prospectus deemed to form a part of the
Registration Statement consists of certain documents and
explanatory memoranda regarding the Plans. Also deemed to
comprise part of the Prospectus, are the following documents,
each of which is specifically incorporated by reference into the
Registration Statement and each of which is on file with the SEC
(Periodic Report File No. 0-26366):
(a) the Company's annual report on Form 10-K for the year
ended December 31, 1996; and
(b) the description of the Company's Common Stock which
appears on page 44 of the Company's prospectus filed on June 15,
1994, which forms a part of the Company's Registration Statement
on Form S-4 (Registration No. 33-80616).
All documents filed with the SEC by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 after the date of the Prospectus and prior to the
termination of the offering made hereby shall be deemed to be
incorporated by reference in the Prospectus and to be a part
thereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be 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
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Prospectus.
<PAGE>
The Company will provide without charge to each participant
in the Plans who requests, a copy of any or all of the documents
mentioned above as well as all documentation relating to the
Plans required to be delivered to participants pursuant to the
rules adopted under the Securities Act of 1933. Requests for
such copies should be addressed orally or in writing to:
Attention: Corporate Secretary
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
732 Montgomery Avenue
Narberth, Pennsylvania 19072-2090
(610) 668-4700
April 24, 1997
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this
Registration Statement the following documents filed by the
Company with the Commission:
(a) Annual report on Form 10-K for the year ended December
31, 1996, (Periodic Report File No. 0-26366); and
(b) the description of the Company's Common Stock which
appears on page 44 of the Company's prospectus filed on June 15,
1994, which forms a part of the Company's Registration Statement
on Form S-4 (Registration No. 33-80616).
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 this Registration Statement and to
be a part hereof from the date of filing of such documents.
Any statements contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement, to the extent that a statement contained herein or in
any other subsequently filed document that also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
The document(s) containing the information specified in
Items 1 and 2 of Part I of this Form S-8 that will be sent or
given to the respective plan participants, as specified in Rule
428(b)(1) and in accordance with the instructions to Part I of
Form S-8, are not filed with the Securities and Exchange
Commission as a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers
The general corporate law of the Commonwealth of
Pennsylvania, as applicable to the Company, together with the
Company's By-laws, provides the Company's officers and directors
with a broad range of limitation from liability and
indemnification for actions and inactions in connection with the
performance of their duties. Aside from matters involving
criminal statutes or tax laws, directors are not personally
liable for monetary damages for any action or inaction taken
unless the director has breached or failed to perform his or her
duties of office and such breach or failure constitutes willful
misconduct or recklessness. The Company's officers and directors
are entitled to be indemnified if they are named as a party or
threatened to be named as a party to any type of proceeding as a
result of actions or inactions taken while in the course of their
association with the Company provided that such action or
inaction was in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the Company.
Officers and directors of the Company will be presumed to be
entitled to this indemnification absent breaches of fiduciary
duty, lack of good faith or self-dealing and will be entitled to
be indemnified unless their conduct is determined by a court to
have constituted willful misconduct or recklessness.
To the extent that a director or officer of the Company has
been successful on the merits or otherwise in defense of any
action or proceeding relating to third party actions or relating
to derivative actions or in defense of any, claim, issue or
matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonable incurred in
connection therewith.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption From Registration Claimed
Not applicable.
II-2
<PAGE>
Item 8. Exhibits
Exhibit No.
- -----------
4.1 Articles of Incorporation of Royal Bancshares of
Pennsylvania, Inc. (Incorporated by reference to Exhibit 3(i) to
Registrant's Registration Statement No. 0-26366 on Form S-4.)
4.2 Bylaws of Royal Bancshares of Pennsylvania, Inc.
(Incorporated by reference to Exhibit 3(ii) to Registrant's
Registration Statement No. 0-26366 on Form S-4.)
4.3 Royal Bancshares of Pennsylvania, Inc. Stock Option
andAppreciation Right Plan.
4.4 Royal Bancshares of Pennsylvania, Inc. Outside
Directors' Stock Option Plan.
5 Opinion of Shumaker Williams, P.C.
23.1 Consent of Grant Thornton, LLP.
23.2 Consent of Shumaker Williams, P.C. (contained at
Exhibit 5 of this Registration Statement).
24 Power of Attorney of Directors and Officers (included
on Signature Pages).
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually
II-3
<PAGE>
or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the registration statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered whichremain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities, other than the payment
of the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action suit or proceeding as asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless
II-4
<PAGE>
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in
the City of Narberth, Commonwealth of Pennsylvania, on April
24, 1997.
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
By: /s/ Lee E. Tabas
-------------------------------------
Lee E. Tabas, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Lee E. Tabas and
James J. McSwiggan, and each of them, his true and lawful
attorney-in-fact, as agent with full power of substitution and
resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this
Registration Statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done
in and about the premises, as fully and to all intents and
purposes as they might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
person in the capacities and on the dates indicated.
Capacity Date
-------- ----
President and Chief April 24, 1997
/s/ Lee E. Tabas Executive Officer and
- ------------------ Director (Principal
Lee E. Tabas Executive Officer)
Vice President and Chief April 24, 1997
/s/ James J. McSwiggan Financial Officer
- ---------------------- (Principal Financial
James J. McSwiggan and Accounting Officer)
<PAGE>
Chairman of the Board April 24, 1997
/s/ Daniel M. Tabas and Director
- ---------------------
Daniel M. Tabas
/s/ Charles W. Burhans Director April 24, 1997
- ----------------------
Charles W. Burhans
/s/ Joseph P. Campbell Director April 24, 1997
- ----------------------
Joseph P. Campbell
/s/ Carl M. Cousins Director April 24, 1997
- ----------------------
Carl M. Cousins
Director
- ----------------------
Jack R. Loew
/s/ Albert Ominsky Director April 24, 1997
- ----------------------
Albert Ominsky
/s/ Katharine B. L. Director April 24, 1997
Platt Director
- ----------------------
Katherine B. L. Platt
/s/ Robert R. Tabas Vice President and April 24, 1997
- --------------------- and Director
Robert R. Tabas
/s/ Susan K. Tabas
Tepper Director April 24, 1997
- ---------------------
Susan K. Tabas Tepper
/s/ Edward B. Tepper Director April 24, 1997
- --------------------
Edward B. Tepper
Director
- --------------------
Charles Willner
/s/ Howard Wurzak Director April 24, 1997
- -------------------
Howard Wurzak
<PAGE>
Exhibit Index
Page Numer
In Sequential
Numbering
Exhibit No. System
- ------------- --------------
4.1 Articles of Incorporation of Royal
Bancshares of Pennsylvania, Inc.
(Incorporated by reference to
Exhibit 3(i) to Registrant's
Registration Statement No. 0-26366
on Form S-4.)
4.2 Bylaws of Royal Bancshares of
Pennsylvania, Inc. (Incorporated by
reference to Exhibit 3(ii) to
Registrant's Registration Statement
No. 0-26366 on Form S-4.)
4.3 Royal Bancshares of Pennsylvania, 12
Inc. Stock Option and Appreciation
Right Plan.
4.4 Royal Bancshares of Pennsylvania, Inc. 25
Outside Directors' Stock Option Plan.
5 Opinion of Shumaker Williams, P.C. 35
23.1 Consent of Grant Thornton, LLP. 38
23.2 Consent of Shumaker Williams, P.C.
(contained at Exhibit 5 of this Registration
Statement).
24 Power of Attorney of Directors and
Officers (included on Signature Pages).
EXHIBIT 4.1
ARTICLES OF INCORPORATION OF ROYAL BANCSHARES
OF PENNSYLVANIA, INC. (INCORPORATED BY REFERENCE TO EXHIBIT
3(i) TO REGISTRANT'S REGISTRATION STATEMENT NO. 0-26366 ON
FORM S-4).
EXHIBIT 4.2
BYLAWS OF ROYAL BANCSHARES OF PENNSYLVANIA, INC.
(INCORPORATED BY REFERENCD TO EXHIBIT 3(ii) TO REGISTRANT'S
REGISTRATION STATEMENT NO. 0-26366 ON FORM S-4)
EXHIBIT 4.3
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
STOCK OPTION AND APPRECIATION RIGHT PLAN
<PAGE>
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
STOCK OPTION AND APPRECIATION RIGHT PLAN
<PAGE>
Table of Contents
Section Page #
- ------- ------
1. Purpose 1
2. Definitions 1
3. Administration 2
4. Stock Subject to the Plan 2
5. Eligibility to Receive Awards 3
6. Form of Awards 3
7. Stock Options 3
8. Stock Appreciation Right 5
9. General Restrictions 7
10. Single or Multiple Agreements 7
11. Rights of a Shareholder 7
12. Termination of Employment 8
13. Rights in Event of Death or Disability 8
14. Withholding 8
15. Non-Assignability 9
16. Non-Uniform Determinations 9
17. Participants Not Obligated 9
18. Effect of Changes in Stock Subject to the Plan 9
19. Reservation of Shares of Stock 10
20. Amendment 10
21. Effect on Other Plans 10
22. Effective Date and Duration of the Plan 10
<PAGE>
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
STOCK OPTION AND APPRECIATION RIGHT PLAN
Section 1. Purpose.
1.1 The purpose of the Royal Bancshares of Pennsylvania,
Inc. Stock Option and Appreciation Right Plan (the "Plan") is to
further the long-term growth of Royal Bancshares of Pennsylvania,
Inc. (the "Corporation") by offering incentive compensation
related to long-term performance goals of those officers and
other key employees who will be responsible for planning for and
directing such growth. The Plan is also intended to be a means
of reinforcing the commonality of interest between the
Corporation and its officers and key employees and to be an aid
in attracting and retaining officers and other key employees of
outstanding abilities and specialized skills. The Corporation
hopes to achieve these purposes through the grant of options to
purchase shares of the Corporation's Class "A" Common Stock and
the grant of stock appreciation rights.
Section 2. Definitions.
2.1 Unless otherwise required by the context, the following
terms shall have the meaning set forth below:
(a) "Board" shall mean the Corporation's Board of
Directors.
(b) "Committee" shall mean a minimum of three
individuals and a maximum of five individuals appointed by the
Board. The Board of Directors may appoint any individual,
whether or not a director, to serve as a Committee member,
provided that such individual is ineligible and has been
ineligible for a one year period prior to appointment to the
Committee for selection as a person to whom a Stock Option or
Stock Appreciation Right may be granted pursuant to this Plan or
any other similar plan of the Board. The Committee shall be
called the "Royal Bancshares of Pennsylvania, Inc. Stock Option
and Appreciation Right Plan Committee" and shall have the rights
and duties set forth in Section 3 below.
(c) "Code" shall mean the Internal Revenue Code of
1986, as amended.
(d) "Corporation" shall mean Royal Bancshares of
Pennsylvania, Inc., a Pennsylvania business corporation, or any
subsidiary thereof that adopts the Plan.
(e) "Option Price" shall mean the purchase price for
Stock under a Stock Option, as determined in Section 7(b) below.
(f) "Participant" shall mean an officer or other key
employee of the Corporation to whom a Stock Option or Stock
Appreciation Right is granted under the Plan.
1
<PAGE>
(g) "Plan" shall mean this Royal Bancshares of
Pennsylvania, Inc. Stock Option and Appreciation Right Plan.
(h) "Stock" shall mean the Class "A" Common Stock of
the Corporation, par value $2.00.
(i) "Stock Option" shall mean a right to purchase
Stock, granted pursuant to Section 7 below.
(j) "Stock Appreciation Right" shall mean a right to
receive cash granted pursuant to Section 8 below.
(k) "Subsidiary" shall mean a subsidiary of the
Corporation.
Section 3. Administration.
3.1 The Plan shall be administered by the committee. A
simple majority of the members of the Committee shall constitute
a quorum for the transaction of business. Unless otherwise
determined by the Board, the interpretation and construction of
any provision of the Plan by the Committee shall be final. No
member of the Board or the committee shall be liable for any
action or determination made by the member in good faith. The
Committee shall have full and final authority in its discretion
to interpret the provisions of the Plan; to decide all questions
of fact arising in its application; to determine the employees to
whom awards shall be made under the Plan; to determine the type
of awards to be made and the amount, size and terms of each such
award; to determine the time when awards shall be granted; and to
make all other determinations necessary or advisable for the
administration of the Plan.
Section 4. Stock Subject to the Plan.
4.1 Subject to the provisions of Section 18 below and the
next sentence of this Section, the maximum number of shares of
Stock that may be optioned or sold under the Plan is one million
(1,000,000) shares. However, at no time shall the maximum number
of shares of Stock that may be optioned or sold under the Plan
exceed fifteen percent (15%) of the shares of Stock outstanding.
Such shares may be treasury, or authorized, but unissued, shares
of Stock. Except as otherwise provided herein, any shares
subject to a Stock Option which for any reason expires or is
terminated unexercised, shall again be available under the Plan.
2
<PAGE>
Section 5. Eligibility to Receive Awards.
5.1 Persons eligible to receive awards under the Plan shall
be limited to those officers and other key employees of the
Corporation who are in positions in which their decisions,
actions and counsel will have a significant impact upon the
profitability and success of the Corporation. Directors of the
Corporation who are not otherwise officers or employees of the
Corporation shall not be eligible to participate in the Plan.
Section 6. Form of Awards.
6.1 Awards may be made from time to time by the Committee
in the form of Stock Options to purchase a number of shares of
Stock of the Corporation and an equal number of Stock
Appreciation Rights.
Section 7. Stock Options.
7.1 Stock Options for the purchase of Stock of the
Corporation shall be evidenced by written agreements in such form
not inconsistent with the Plan as the Committee shall approve
from time to time, which agreements shall contain in substance
the following terms and conditions:
(a) Employment Agreement
The Committee may, in its discretion, include in
any Stock Option granted under the Plan a condition that the
Participant shall agree to remain in the employ of, and to render
services to, the Corporation for a period of time (specified in
the agreement) following the date the Stock Option is granted.
No such agreement shall impose upon the Corporation, however, any
obligation to employ the participant for any period of time or to
maintain the Participant's employment duties or responsibilities.
(b) Option Price.
The purchase price of Stock subject to a Stock
Option shall be the fair market value at the time of grant, as
determined by the Committee.
(c) Exercise Term.
Subject to the limitations of this Section, the
Committee shall determine the period of time within which the
Stock Option may be exercised. Each Stock Option agreement shall
state such period of time. However, not more than twenty percent
(20%) of a Stock Option shall be exercisable for each year of
satisfactory employment completed after the award of the Stock
Option. Further, no Stock Option shall be exercised after ten
(10) years from the date of the grant thereof.
3
<PAGE>
(d) Payment for Shares.
Subject to such payment terms and conditions as may
be prescribed by the Committee for such purpose, the purchase
price of the shares of Stock with respect to which a Stock Option
is exercised shall be payable in full at the time of exercise in
cash.
(e) Number of Shares.
Each Stock Option shall state the total number of
shares of Stock to which it pertains. The number of shares to
which a Participant is entitled under a Stock Option shall be
reduced by the number of shares related to the Stock Option that
have been previously exercised, by the Participant. No Stock
Option may be exercised for a fractional share of Stock.
(f) Rights Upon Termination of Employment.
In the event that a Participant ceases to be an
officer or key employee of the Corporation for any cause other
than retirement with the Corporation's consent, death, or
disability, the Participant's Stock Option shall terminate at the
time of termination of employment or upon the transfer to a
lesser position of employment so that the employee is no longer
deemed to be a key employee. In the event that a Participant
retires with the Corporation's consent, dies, or becomes disabled
prior to the expiration of the Participant's Stock Option and
without having fully exercised the Participant's Stock Option, to
the extent that the Stock Option is exercisable at the time of
such retirement with the Corporation's consent, death, or
disability, the Participant or the Participant's successor shall
have the right to exercise the Stock Option during its term
within a period of three (3) months after termination of
employment due to retirement with the Corporation's consent,
death, or disability.
(g) Nontransferability.
Each Stock Option agreement shall state that the
Stock Option is not transferable other than pursuant to
subsection 7(f) above by will or the laws of descent and
distribution, and that during the lifetime of the Participant the
Stock Option is exercisable only by the Participant.
(h) Non-Qualified Stock Option.
It is not intended that this Stock Option qualify
as an Incentive Stock Option under Section 422A of the Code.
4
<PAGE>
Section 8. Stock Appreciation Right.
8.1 A Stock Appreciation Right shall be evidenced by a
written agreement in such form not inconsistent with the Plan as
the Committee shall approve from time to time, which agreement
shall contain in substance the following terms and conditions:
(a) Employment Agreement.
The Committee may, in its discretion, include in any
Stock Appreciation Right granted under the Plan a condition that
the Participant shall agree to remain in the employ of, and to
render services to, the Corporation for a period of time
(specified in the agreement) from the date the Stock Appreciation
Right is granted. No such agreement shall impose upon the
Corporation, however, any obligation to employ the Participant
for any period of time or to maintain the Participant's
employment duties or responsibilities.
(b) Right Value.
A Stock Appreciation Right shall entitle the
Participant, subject to such terms and conditions determined by
the Committee, to receive upon exercise thereof all or a portion
of the excess of (i) the fair market value, as determined by the
Committee, of a specified number of shares of Stock at the time
of exercise, over (ii) a specified price which shall not be less
than one hundred (100%) percent of the fair market value, as
determined by the Committee, of the specified number of shares of
Stock at the time the right is granted, as adjusted pursuant to
Section 18 below.
(c) Coordination with Stock Option.
A Stock Appreciation Right shall be granted only in
connection with a contemporaneously granted Stock Option for an
identical number of shares of Stock for which the Stock Option
has been granted. A Stock Appreciation Right shall be exercised
for the identical number of shares to be purchased by the
Participant through the exercise of a Stock Option.
(d) Exercise Term.
Subject to the limitation of this Section, the Committee
shall determine the period of time within which the Stock
Appreciation Right may be exercised. Each Stock Appreciation
Right agreement shall state such period of time. However, not
more than twenty percent (20%) of a Stock Appreciation Right
shall be exercisable for each year of satisfactory employment
completed after the award of the Stock Appreciation Right.
Further, no Stock Appreciation Right shall be exercisable after
ten (10) years from the date of the award thereof.
5
<PAGE>
(e) Number of Shares.
Each Stock Appreciation Right shall state the
total number of shares of Stock to which it pertains. The number
of shares to which a Participant is entitled under a Stock
Appreciation Right shall be equal to the number of shares in the
contemporaneously granted Stock Option, (described in Section 7
above).
(f) Rights Upon Termination of Employment.
In the event that a participant ceases to be an
officer or key employee of the Corporation for any cause other
than retirement with the Corporation's consent, death, or
disability, the Participant's Stock Appreciation Right shall
terminate at the time of termination of employment or upon the
transfer to a lesser position of employment so that the employee
is no longer deemed to be a key employee. In the event that a
Participant retires with the Corporation's consent, dies, or
becomes disabled prior to the expiration of the Participant's
Stock Appreciation Right and without having fully exercised the
Participant's Stock Appreciation Right; to the extent that the
Stock Appreciation Right is exercisable at the time of such
retirement with the Corporation's consent, death, or disability
by the Participant, such Participant or such Participant's
successor shall have the right to exercise the Stock Appreciation
Right during its term within a period of three (3) months after
termination of employment due to retirement with the
Corporation's consent, death or disability.
(g) Nontransferability.
Each Stock Appreciation Right agreement shall state
that the Stock Appreciation Right is not transferable other than
pursuant to subsection 8(f) above by will or the laws of descent
and distribution; and that during the lifetime of the
Participant, the Stock Appreciation Right is exercisable only by
the Participant.
(h) Payment.
Upon exercise of a Stock Appreciation Right,
payment shall be made in cash, at the same time and subject to
the same terms and conditions as the payment for the matching
Stock Option.
(i) Manner of Exercise.
A Participant shall exercise a Stock Appreciation
Right by giving the Corporation written notice of such exercise
accompanying the Participant's notice of the exercise of a Stock
Option for an identical number of shares of Stock. The date upon
which such written notice is received by the Corporation shall be
the exercise date for the Stock Appreciation Right.
6
<PAGE>
(j) Other Terms.
A Stock Appreciation Right shall be granted in
such manner and such form, and subject to such additional terms
and conditions as the committee in its sole discretion deems
necessary or desirable, including without limitation, any form or
manner in order to avoid any insider-trading liability in
connection with a Stock Appreciation Right under Section 16(b) of
the Securities Exchange Act of 1934.
Section 9. General Restrictions.
9.1 Each award under the Plan shall be subject to the
requirement that if at any time the Committee shall determine
that (i) the listing, registration or qualification of the shares
of Stock upon any securities exchange or under any state or
federal law, or (ii) the consent or approval of any government
regulatory body, or (iii) an agreement by the recipient of an
award with respect to the disposition of shares of Stock is
necessary or desirable as a condition of or in connection with
the granting of such award or the issuance or purchase of shares
of Stock; such award shall not be consummated in whole or in part
unless such listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained free
of any conditions not acceptable to the Committee. Moreover, as
a condition to the exercise of any portion of a Stock Option, or
of any Stock Appreciation Right, the Corporation may require the
person exercising such Stock Option or Stock Appreciation Right
to represent and warrant at the time of such exercise that any
shares of Stock acquired at exercise are being acquired only for
investment and without any present intention to sell or
distribute such shares, if, in the opinion of the Corporation's
counsel, such a representation is required under the Securities
Act of 1933 or any other applicable law, regulation, or rule of
any governmental agency.
Section 10. Single or Multiple Agreements.
10.1 Multiple forms of awards or combinations thereof may
be evidenced by a single agreement or multiple agreements, as
determine by the Committee.
Section 11. Rights of a Shareholder.
11.1 The recipient of any award under the Plan, unless
otherwise provided by the Plan, shall have no rights as a
shareholder with respect thereto unless and until certificates
for shares of Stock are issued to the recipient. Promptly after
the exercise of a Stock Option and the payment of the full Option
Price, the Participant shall be entitled to the issuance of a
stock certificate evidencing the Participant's ownership of such
Stock. No adjustment will be made for dividends or other rights
for which the record date is prior to the date such stock
certificate is issued.
7
<PAGE>
Section 12. Termination of Employment.
12.1 Except as provided in this Section 12 and in Section
13 below, if a Participant ceases to be employed by the
Corporation as an officer or key employee, the Participant's
Stock Option and Stock Appreciation Right shall terminate
immediately upon such termination of employment or transfer to a
lesser position so that the employee is no longer deemed to be a
key employee. However, if a Participant's cessation of
employment with the Corporation is due to the Participant's
retirement with the Corporation's consent, the Participant may,
within three months after such cessation of employment, exercise
the Participant's Stock Option and Stock Appreciation Right to
the extent that the Participant is entitled to exercise them on
the date of cessation of employment. However, in no event shall
any Option or Stock Appreciation Right be exercisable more than
ten (10) years from the date it was granted. If the Participant
engages in employment or activities contrary, in the opinion of
the Committee, to the Corporation's best interests, the Committee
may cancel an Option or Stock Appreciation Right during the three
month period referred to in this paragraph. The Committee shall
determine in each case whether a termination of employment shall
be considered a retirement with the Corporation's consent.
Unless overruled by the Board, any such determination of the
Committee shall be final and conclusive.
Section 13. Rights in Event of Death or Disability.
13.1 If a Participant dies or becomes disabled (as
determined by the Committee pursuant to the provisions of Section
3 above) while employed by the Corporation, or within three
months after having retired with the Corporation's consent, and
without having fully exercised the Participant's Stock Option and
Stock Appreciation Right; the Participant, the Participant's
personal representative, the executor or administrator, or the
legatee or heir of the Participant's estate shall have the right
within three (3) months thereafter to exercise such Stock Option
and Stock Appreciation Right to the extent that such disabled or
deceased Participant is entitled to exercise the Stock Option and
Stock Appreciation Right on the date of the Participant's
disability or death. However, in no event shall any Stock Option
or Stock Appreciation Right be exercisable more than ten (10)
years from the date it was granted.
Section 14. Withholding.
14.1 Whenever the Corporation proposes or is required to
issue or transfer shares of Stock under the Plan, the Corporation
shall have the right to require the recipient to remit to the
Corporation an amount sufficient to satisfy any federal, state or
local withholding tax requirements prior to the delivery of any
certificate or certificates for such shares.
8
<PAGE>
Section 15. Non-Assignability.
15.1 Except by will or by the laws of descent and
distribution, no award under the Plan shall be assignable or
transferable by the recipient thereof. Except as provided in
Section 13 above, during the life of the recipient, such award
shall be exercisable only by such person or by such person's
guardian or legal representative.
Section 16. Non-Uniform Determinations.
16.1 The Committee's determinations under the Plan
(including without limitation determinations of the persons to
receive awards, the form, amount, and timing of such awards, the
terms and provisions of such awards and the agreements evidencing
same, and the establishment of values) need not be uniform and
may be made selectively among persons who receive, or are
eligible to receive, awards under the Plan, whether or not such
persons are similarly situated.
Section 17. Participants Not Obligated.
17.1 The granting of an Award of a Stock Option or Stock
Appreciation Right shall impose no obligation upon the
Participant to exercise such stock Option or Stock Appreciation
Right.
Section 18. Effect of Changes in Stock Subject to the Plan.
18.1 The aggregate number of shares of Stock available for
Stock Options under the Plan, the shares subject to any Stock
Option, the price per share, and the number of Stock Appreciation
Rights shall all be proportionately adjusted for any increase or
decrease in the number of issued shares of Stock subsequent to
the effective date of the Plan resulting from (1) a subdivision
or consolidation of shares or any other capital adjustment, (2)
the payment of a stock dividend, or (3) other increase or
decrease in such shares effected without receipt of consideration
by the Corporation. The aforesaid adjustment shall be made in
such a manner so that the aggregate amount payable under the
Stock Option and the Stock Appreciation Right after the increase
or decrease equals the aggregate amount payable prior to such
increase or decrease. If the Corporation shall be the surviving
corporation in any merger or consolidation, any Stock Option or
Stock Appreciation Right shall pertain, apply, and relate to the
securities to which a holder of the number of shares of Stock
subject to the Stock Option and Stock Appreciation Right would
have been entitled after the merger or consolidation. Upon
dissolution or liquidation of the Corporation, or upon a merger
or consolidation in which the Corporation is not the surviving
corporation, all Stock Options and Stock Appreciation Rights
outstanding under the Plan shall terminate; provided, however,
that each Participant (and each other person entitled under
Section 13 above to exercise a Stock Option or Stock appreciation
Right) shall have the right, immediately prior to such
dissolution or liquidation, or such merger or consolidation, to
exercise such Participant's Stock Option and Stock Appreciation
Right in whole or in part to the extent that such Stock Option
and Stock Appreciation Right are otherwise exercisable under the
terms of the Plan, without regard to the twenty percent (20%)
limitation of Sub-section 5(c) above.
9
<PAGE>
Section 19. Reservation of Shares of Stock.
19.1 The Corporation, during the term of this Plan, shall
at all times reserve and keep available, and shall seek or obtain
from any regulatory body having jurisdiction any requisite
authority necessary to issue and to sell, the number of shares of
Stock that shall be sufficient to satisfy the requirements of
this Plan. The inability of the Corporation to obtain from any
regulatory body having jurisdiction the authority deemed
necessary by the Corporation's counsel for the lawful issuance
and sale of its Stock hereunder shall relieve the Corporation of
any liability in respect of the failure to issue or sell Stock as
to which the requisite authority has not been obtained.
Section 20. Amendment.
20.1 Except as provided in the next sentence, the
Corporation may terminate or amend the Plan at any time.
However, only with shareholder approval, may the Corporation
increase the maximum number of shares which may be issued under
the Plan (other than increases pursuant to Section 18 above),
extend the period during which any award may be exercised, extend
the term of the Plan or change the minimum Option Price. The
termination, any modification, or amendment of the Plan shall
not, without the consent of a Participant, affect a Participant's
rights under an award previously granted.
Section 21. Effect on Other Plans.
21.1 Participation in this Plan shall not affect an
employee's eligibility to participate in any other benefit or
incentive plan of the Corporation. Unless specifically provided,
any awards made pursuant to this Plan shall not be used in
determining the benefits provided under any other plan of the
Corporation.
Section 22. Effective Date and Duration of the Plan.
22.1 The Plan shall be effective from the date that the
Plan is approved by the Corporation's Board, subject to the
ratification of the Board's actions by the Shareholders and shall
remain in effect until all awards under the Plan have been
satisfied by the issuance of shares of Stock or the payment of
cash, but no award shall be granted more than ten years after the
earlier of the date the Plan is adopted by the Corporation or is
approved by the Corporation's shareholders.
10
EXHIBIT 4.4
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
OUTSIDE DIRECTORS' STOCK OPTION PLAN
<PAGE>
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
OUTSIDE DIRECTORS' STOCK OPTION PLAN
<PAGE>
Table of Contents
Section Page #
- ------- -------
1. Purpose 1
2. Definitions 1
3. Administration 2
4. Stock Subject to the Plan 2
5. Eligibility to Receive Awards 2
6. Amount of Awards 2
7. Stock Options 3
8. General Restrictions 4
9. Single or Multiple Agreements 5
10. Rights of a Shareholder 5
11. Withholding 5
12. Non-Assignability 5
13. Participants Not Obligated 5
14. Effect of Changes in Stock Subject to the Plan 6
15. Reservation of Shares of Stock 6
16. Amendment 6
17. Effect on Other Plans 7
18. Effective Date and Duration of the Plan 7
19. Miscellaneous Provisions 7
<PAGE>
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
OUTSIDE DIRECTORS' STOCK OPTION PLAN
Section 1. Purpose.
1.1 The purpose of the Royal Bancshares of Pennsylvania,
Inc. Outside Directors' Stock Option Plan (the "Plan") is to
advance the interest of Royal Bancshares of Pennsylvania, Inc.
(the "Corporation") by providing incentives to attract, retain,
and motivate the non-employee members of the Board of Directors
of the Corporation ("Outside Directors"). The Corporation hopes
to achieve these purposes through the grant of options to
purchase shares of the Corporation's Class "A" Common Stock.
Section 2. Definitions.
2.1 Unless otherwise required by the context, the following
terms shall have the meaning set forth below:
(a) "Board" shall mean the Corporation's Board of
Directors.
(b) "Code" shall mean the Internal Revenue Code of
1986, as amended.
(c) "Corporation" shall mean Royal Bancshares of
Pennsylvania, Inc., a Pennsylvania Business Corporation.
(d) "Outside Director" shall mean an individual duly
elected to serve as a member of the Board and who is not an
employee of the Corporation or any of its subsidiaries.
(e) "Option Price" shall mean the purchase price for
Stock under a Stock Option, as determined in Section 7(a) below.
(f) "Participant" shall mean an Outside Director to
whom a Stock Option is granted under the Plan.
(g) "Plan" shall mean this Royal Bancshares of
Pennsylvania, Inc. Outside Directors' Stock Option Plan.
(h) "Stock" shall mean the Class "A" Common Stock of
the Corporation, par value $2.00.
1
<PAGE>
(i) "Stock Option" shall mean a right to purchase
Stock, granted pursuant to Section 7 below.
(j) "Subsidiary" shall mean a subsidiary corporation of
the Corporation, as defined in Sections 425(f) and 425(g) of the
Code.
Section 3. Administration.
3.1 The Plan shall be administered by the Board. A simple
majority of the members of the Board shall constitute a quorum
for the transaction of business. Except as provided in Section
16 below, the interpretation and construction of any provision of
the Plan by the Board shall be final. No member of the Board
shall be liable for any action or determination made by the
member in good faith. Except as provided in Section 16 below,
the Board shall have full and final authority in its discretion
to interpret the provisions of the Plan, to decide all questions
of fact arising in its application, and to make all other
determinations necessary or advisable for the administration of
the Plan. The Board may authorize one or more directors, the
Corporation's Secretary or any other Corporation Officers to
execute and deliver documents on behalf of the Board.
Section 4. Stock Subject to the Plan.
4.1 Subject to the provisions of Section 14 below and the
next sentence of this Section, the maximum number of shares of
Stock that may be optioned or sold under the Plan is One Hundred
Fifty Thousand (150,000) shares. However, at no time shall the
maximum number of shares of Stock that may be optioned or sold
under the Plan exceed ten percent (10%) of the shares of Stock
outstanding. Such shares may be treasury, or authorized, but
unissued, shares of Stock. Except as otherwise provided herein,
any shares subject to a Stock Option which for any reason expires
or is terminated unexercised, shall again be available under the
Plan.
Section 5. Eligibility to Receive Awards.
5.1 Persons eligible to receive awards under the Plan shall
be limited to Outside Directors. Directors of the Corporation
who are officers or employees of the Corporation or any of its
subsidiaries shall not be eligible to participate in this Plan.
Section 6. Amount of Awards.
6.1 Each year, as of the date of the Annual Meeting of
Stockholders of the Corporation, each Outside Director who has
been elected or re-elected or who is continuing as a member of
the Board as of the adjournment of the Annual Meeting shall
automatically receive an Option for 1500 shares of Stock.
2
<PAGE>
Section 7. Stock Options.
7.1 Stock Options for the purchase of Stock shall be
evidenced by written agreements in such form not inconsistent
with the Plan as the Board shall approve from time to time, which
agreements shall contain in substance the following terms and
conditions:
(a) Option Price.
The purchase price of Stock subject to a Stock Option
shall be the "fair market value" at the time of grant. The "fair
market value" shall be the average of the high and low sales
prices reported in the NASDAQ NATIONAL MARKET ISSUES for shares
of Stock traded on the date of the grant or the last preceding
date on which any sales took place. In the event that the shares
of Stock are traded on a stock exchange, then the reported sales
prices on such exchange shall be used in lieu of the sales prices
reported in the NASDAQ NATIONAL MARKET ISSUES.
(b) Exercise Term.
Subject to the rights granted in subsection (e) below
and the limitations of the final sentence of this Section, the
Stock Option may be exercised only after the Outside Director has
served a one year term as a member of the Board after the date on
which the Option was granted. At that time, one hundred percent
(100%) of the total number of shares of Stock covered by the
Option shall become exercisable. However, no Stock Option shall
be exercised after ten (10) years from the date of the grant
thereof.
(c) Payment for Shares.
The purchase price of the shares of Stock with respect
to which a Stock Option is exercised shall be payable in full at
the time of exercise in cash.
(d) Number of Shares.
Each Stock Option shall state the total number of
shares of Stock to which it pertains. No Stock Option may be
exercised for a fractional share of Stock.
3
<PAGE>
(e) Rights Upon Termination of Board Membership.
In the event that a Participant ceases to be a member
of the Board of Directors of the Corporation for any cause other
than retirement, death, or disability, subject to the limitations
of the final sentence in Subsection 7(b) above, the remaining
portion of a Participant's unexercised Stock Options shall
terminate one year after the date of termination as a Board
member. In the event that a Participant retires, dies, or
becomes disabled prior to the expiration of the Participants'
Stock Option and without having fully exercised the Participant's
Stock Option, to the extent that the Stock Option is exercisable
at the time of such retirement, death, or disability, the
Participant or the Participant's attorney in fact, personal
representative, heirs or next of kin shall have the right to
exercise the Stock Option during its term within a period of
three (3) years after termination of Board membership due to
retirement, death, or disability.
(f) Non-transferability.
Each Stock Option agreement shall state that the
Stock Option is not transferable other than pursuant to
Subsection 7(e) above by will or the laws of descent and
distribution; and that during the lifetime of the Participant,
the Stock Option is exercisable only by the Participant or in the
event of the Participant's disability by the Participant's
attorney in fact.
(g) Non-Qualified Stock Option.
It is not intended that this Stock Option qualify
as an Incentive Stock Option under Section 422A of the Code.
Section 8. General Restrictions.
8.1 Each award under the Plan shall be subject to the
requirement that if at any time the Board shall determine that
(i) the listing, registration or qualification of the shares of
Stock upon any securities exchange or under any state or federal
law, or (ii) the consent or approval of any government regulatory
body, or (iii) an agreement by the recipient of an award with
respect to the disposition of shares of Stock is necessary or
desirable as a condition of or in connection with the granting of
such award or the issuance or purchase of shares of Stock; such
award shall not be consummated in whole or in part unless such
listing, registration, qualification, consent, approval or
agreement shall have been effected or obtained free of any
conditions not acceptable to the Board. Moreover, as a condition
to the exercise of any portion of a Stock Option, the Corporation
may require the person exercising such Stock Option to represent
and warrant at the time of such exercise that any shares of Stock
acquired at exercise are being acquired only for investment and
without any present intention to sell or distribute such shares,
if, in the opinion of the Corporation's counsel, such a
representation is required under the Securities Act of 1933 or
any other applicable law, regulation, or rule of any governmental
agency.
4
<PAGE>
Section 9. Single or Multiple Agreements.
9.1 Multiple forms of awards or combinations thereof may be
evidenced by a single agreement or multiple agreements, as
determined by the Board.
Section 10. Rights of a Shareholder.
10.1 The recipient of any award under the Plan, unless
otherwise provided by the Plan, shall have no rights as a
shareholder with respect thereto unless and until certificates
for shares of Stock are issued to the recipient. Promptly after
the exercise of a Stock Option and the payment of the full Option
Price, the Participant shall be entitled to the issuance of a
stock certificate evidencing the Participant's ownership of such
Stock. No adjustment will be made for dividends or other rights
for which the record date is prior to the date such stock
certificate is issued.
Section 11. Withholding.
11.1 Whenever the Corporation proposes or is required to
issue or transfer shares of Stock under the Plan, the Corporation
shall have the right to require the recipient to remit to the
Corporation an amount sufficient to satisfy any federal, state or
local withholding tax requirements prior to the delivery of any
certificate or certificates for such shares.
Section 12. Non-Assignability.
12.1 Except by will or by the laws of descent and
distribution, no award under the Plan shall be assignable or
transferable by the recipient thereof. Except as provided in
Subsection 7(e) above, during the life of the recipient, such
award shall be exercisable only by such person or by such
person's guardian or legal representative.
Section 13. Participants Not Obligated.
13.1 The granting of an Award of a Stock Option shall
impose no obligation upon the Participant to exercise such Stock
Option.
5
<PAGE>
Section 14. Effect of Changes in Stock Subject to the Plan.
14.1 The aggregate number of shares of Stock available for
Stock Options under the Plan, the shares subject to any Stock
Option, and the price per share, shall all be proportionately
adjusted for any increase or decrease in the number of issued
shares of Stock subsequent to the effective date of the Plan
resulting from (i) a subdivision or consolidation of shares or
any other capital adjustment, (ii) the payment of a stock
dividend, or (iii) other increase or decrease in such shares
effected without receipt of consideration by the Corporation.
The aforesaid adjustment shall be made in such a manner so that
the aggregate amount payable under the Stock Option after the
increase or decrease equals the aggregate amount payable prior to
such increase or decrease. If the Corporation shall be the
surviving corporation in any merger or consolidation, any Stock
Option shall pertain, apply, and relate to the securities to
which a holder of the number of shares of Stock subject to the
Stock Option would have been entitled after the merger or
consolidation. Upon dissolution or liquidation of the
Corporation, or upon a merger or consolidation in which the
Corporation is not the surviving corporation, all Stock Options
outstanding under the Plan shall terminate; provided, however,
that each Participant (and each other person entitled under
Subsection 7(e) above to exercise a Stock Option) shall have the
right, immediately prior to such dissolution or liquidation, or
such merger or consolidation, to exercise such Participant's
Stock Option in whole to the extent that such Stock Option is
otherwise exercisable under the terms of the Plan.
Section 15. Reservation of Shares of Stock.
15.1 The Corporation, during the term of this Plan, shall
at all times reserve and keep available, and shall seek or obtain
from any regulatory body having jurisdiction any requisite
authority necessary to issue and to sell, the number of shares of
Stock that shall be sufficient to satisfy the requirements of
this Plan. The inability of the Corporation to obtain from any
regulatory body having jurisdiction the authority deemed
necessary by the Corporation's counsel for the lawful issuance
and sale of its Stock hereunder shall relieve the Corporation of
any liability in respect of the failure to issue or sell Stock as
to which the requisite authority has not been obtained.
Section 16. Amendment
16.1 Except as provided in the next sentence, the
Corporation may terminate or amend the Plan at any time.
However, only with shareholder approval, may the Corporation
increase the maximum number of shares of Stock which may be
issued under the Plan (other than increases pursuant to Section
14 above), increase the number of shares of Stock subject to an
Option, change the class of persons eligible to receive Options
under this Plan, extend the period during which any award may be
exercised, extend the term of the Plan or change the minimum
Option Price. The termination, any modification, or amendment of
the Plan shall not, without the consent of a Participant, affect
a Participant's rights under an award previously granted.
6
<PAGE>
Section 17. Effect on Other Plans.
17.1 Participation in this Plan shall not affect a Board
member's eligibility to participate in any other benefit or
incentive plan of the Corporation. Unless specifically provided,
any awards made pursuant to this Plan shall not be used in
determining the benefits provided under any other plan of the
Corporation.
Section 18. Effective Date and Duration of the Plan.
18.1 The Plan shall be effective from the date that the
Plan is approved by the Corporation's Board, subject to the
ratification of the Board's action by the Corporation's
shareholders and shall remain in effect until all awards under
the Plan have been satisfied by the issuance of shares of Stock
or the payment of cash, but no award shall be granted more than
ten years after the earlier of the date the Plan is adopted by
the Corporation or is approved by the Corporation's shareholder.
Section 19. Miscellaneous Provisions.
19.1 Except as expressly provided for in this Plan, no
Outside Director or any other person shall have any claim or
right to be granted an Option under this Plan. Neither this Plan
nor any action taken under this Plan shall be construed as giving
any Outside Director any right to be retained in the service of
the Corporation in any capacity whatsoever.
19.2 The expenses of this Plan shall be born by the
Corporation.
19.3 This Plan shall be unfunded. The Corporation shall
not be required to establish any special or separate fund or to
make any other segregation of assets to assure the issuance of
shares of Stock upon exercise of any Option under this Plan and
issuance of shares of Stock upon exercise of Options shall be
subordinate to the claims of the Corporation's general creditors.
19.4 By accepting any Option or other benefit under this
Plan, each Participant and any person claiming under or through
such Participant shall be conclusively deemed to have indicated
acceptance and ratification of, and consent to, any action taken
under this Plan by the Corporation or the Board.
7
EXHIBIT 5
OPINION OF SHUMAKER WILLIAMS, P.C.
<PAGE>
SHUMAKER WILLIAMS, P.C.
P. O. BOX 88
HARRISBURG, PENNSYLVANIA 17108
(717) 763-1121
April 25, 1997
Lee E. Tabas, President and CEO
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
732 Montgomery Avenue
Narberth, PA 19072-2090
RE: Royal Bancshares of Pennsylvania, Inc. (the
"Corporation")
Registration Statement Form S-8
Our File No.: 697-96
Dear Mr. Tabas:
We have acted as Special Corporate Counsel to the
Corporation in connection with preparation of the Corporation's
Registration Statement on Form S-8 relating to the Corporation's
Stock Option and Appreciation Right Plan and the Corporation's
Outside Directors' Stock Option Plan, (collectively the "Plans").
In connection with this matter, we, as counsel to the
Corporation, have reviewed the following:
1. the Pennsylvania Business Corporation Law of 1988, as
amended;
2. the Corporation's Articles of Incorporation;
3. the Corporation's By-Laws;
4. Resolutions adopted by the Corporation's Board of
Directors on March 14, 1996; and
5. the Plans.
Based upon such review, it is our opinion that the
Corporation's Class A common stock, $2.00 par value, (the "Common
Stock") issuable upon under the Plans, when and as issued in
accordance with the provisions of the Plans, will be duly and
validly issued, fully paid and nonassessable. In giving the
foregoing opinion, we have assumed that the Corporation will
have, at the time of the issuance of Common Stock under the
Plans, a sufficient number of authorized shares available for
issue.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement on Form S-8, filed by the
Corporation, relating to the Plans.
Very truly yours,
SHUMAKER WILLIAMS, P.C.
By B. Tyler Lincoln
BTL\ksn:70319
cc: Nicholas Bybel, Jr., Esquire
EXHIBIT 23.1
CONSENT OF GRANT THORNTON, LLP
<PAGE>
Consent of Independent Certified Public Accountants
We have issued our report dated January 24, 1997 accompanying the
consolidated financial statements of Royal Bancshares of Pennsylvania, Inc.
appearing in the 1996 Annual Report of the Company to its shareholders included
in the Annual Report on Form 10-K for the year ended December 31, 1996 which
are incorporated by reference in this Registration Statement. We consent to
the incorporation by reference in the Registration Statement of the
aforementioned reports on Form S-8.
/s/ Grant Thornton LLP
- ----------------------
GRANT THORNTON, LLP
Philadelphia, Pennsylvania
April 21, 1997
EXHIBIT 23.2
CONSENT OF SHUMAKER WILLIAMS, P.C.
(contained at Exhibit 5 of this Registration Statement)
EXHIBIT 24
POWER OF ATTORNEY OF DIRECTORS
AND OFFICERS (INCLUDED ON SIGNATURE PAGES)
