Registration No. 333-
Filed June 10, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ISB FINANCIAL CORPORATION
(Exact Name of Registrant as specified in its Articles of Incorporation)
LOUISIANA 72-1280718
(State of incorporation) (IRS Employer Identification No.)
1101 East Admiral Doyle Drive
NEW IBERIA, LOUISIANA 70560-6301
(Address of principal executive offices, including zip code)
1996 STOCK OPTION PLAN
(Full Title of the Plans)
Copies to:
Larrey G. Mouton Hugh T. Wilkinson, Esq.
President and Chief Executive Elias, Matz, Tiernan & Herrick L.L.P.
Officer
ISB Financial Corporation 734 15th Street, N.W.
1101 East Admiral Doyle Drive Washington, D.C. 20005
NEW IBERIA, LOUISIANA 70560-6301 (202) 347-0300
(Name and Address of Agent For Service)
(318) 365-2361
(Telephone Number, Including Area Code, of Agent for Service)
Page 1 of 9 pages
Index to Exhibits is located on page 6.
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$1.00 694,353 $16.46 (3) $11,429,050.38(3) $3,463.55
Common Stock,
par value
$1.00 43,714 $22.6875 (4) $ 991,761.38(4) 300.54
__________ ------------- ------
Total 738,067(2) $12,467,257.88 $3,763.89
========== ============= ========
- ------------------------------------------------------------------------------
</TABLE>
(1) Together with an indeterminate number of additional shares which may
be necessary to adjust the number of shares reserved for issuance pursuant
to the ISB Financial Corporation ("Company" or "Registrant") 1996 Stock
Option Plan ("Option Plan") as a result of a stock split, stock dividend or
similar adjustment of the outstanding common stock, $1.00 par value per
share ("Common Stock"), of the Company.
(2) Represents shares currently reserved for issuance pursuant to the
Option Plan.
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h) promulgated under the
Securities Act of 1933, as amended ("Securities Act"). The Proposed
Maximum Offering Price Per Share is equal to the weighted average exercise
price for options to purchase 694,353 shares of Common Stock which have
been granted under the Option Plan as of the date hereof but not yet
exercised.
(4) Estimated solely for the purposes of calculating the registration fee
in accordance with Rule 457(c) promulgated under the Securities Act. The
Proposed Maximum Offering Price Per Share for 43,714 shares for which
stock options have not been granted under the Option Plan is equal to the
average of the high and low prices of the Common Stock of the Company on
June 6, 1997 on the National Association of Securities Dealers Automated
Quotation ("NASDAQ") National Market.
__________________________
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act
and 17 C.F.R. <section> 230.462.
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<PAGE>
PART I*
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended ("Securities Act"),
and the Note to Part I on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in
this Registration Statement:
(a) The Annual Report on Form 10-K of the Company for the year
ended December 31, 1996;
(b) All reports filed by the Company pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the
Company's Annual Report on Form 10-K referred to in clause (a) above;
(c) The description of the Common Stock of the Company contained
in the Company's Registration Statement on Form 8-A (Commission File
No. 0-25756) filed with the Commission on March 28, 1995;
(d) All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold.
Any statement contained in this Registration Statement, or 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 which also is or is
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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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable since the Company's Common Stock is registered under
Section 12 of the Exchange Act.
ITEM. 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the Business Corporation law of the State of
Louisiana, Article 8 of the Registrant's Articles of Incorporation provides
as follows:
ARTICLE 8. PERSONAL LIABILITY, INDEMNIFICATION, ADVANCEMENT OF EXPENSES
AND OTHER RIGHTS OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS.
A. PERSONAL LIABILITY OF DIRECTORS AND OFFICERS. A director or
officer of the Corporation shall not be personally liable for monetary
damages for any action taken, or any failure to take any action, as a
director or officer except to the extent that by law a director's or
officer's liability for monetary damages may not be limited.
B. INDEMNIFICATION. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, including actions by or in
the right of the Corporation, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred bysuch person in
connection with such action, suit or proceeding to the full extent permissible
under Louisiana law.
C. ADVANCEMENT OF EXPENSES. Reasonable expenses incurred by an
officer, director, employee or agent of the Corporation in defending an
action, suit or proceeding described in Section B of this Article 8 may be
paid by the Corporation in advance of the final disposition of such action,
suit or proceeding if authorized by the board of directors (without regard
to whether participating members thereof are parties to such action, suit or
proceeding), upon receipt of an undertaking by or on behalf of such person
to repay such
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amount if it shall ultimately be determined that the person is not entitled
to be indemnified by the Corporation.
D. OTHER RIGHTS. The indemnification and advancement of expenses
provided by or pursuant to this Article 8 shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, insurance or other agreement,
vote of stockholders or directors (regardless of whether directors
authorizing such indemnification are beneficiaries thereof) or otherwise,
both as to actions in their official capacity and as to actions in another
capacity while holding an office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such person.
E. INSURANCE. The Corporation shall have the power to purchase and
maintain insurance or other similar arrangement on behalf of any person who
is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture or
other enterprise, against any liability asserted against or incurred by him
in any such capacity, or arising out of his status as such, whether or not
the Corporation would have the power to indemnify him against such
liability under the provisions of this Article 8.
F. SECURITY FUND; INDEMNITY AGREEMENTS. By action of the Board of
Directors (notwithstanding their interest in the transaction), the
Corporation may create and fund a trust fund or other fund or form of
self-insurance arrangement of any nature, and may enter into agreements
with its officers, directors, employees and agents for the purpose of
securing or insuring in any manner its obligation to indemnify or advance
expenses provided for in this Article 8.
G. MODIFICATION. The duties of the Corporation to indemnify and to
advance expenses to any person as provided in this Article 8 shall be in
the nature of a contract between the Corporation and each such person, and
no amendment or repeal of any provision of this Article 8, and no amendment
or termination of any trust or other fund or form of self-insurance
arrangement created pursuant to Section F of this Article 8, shall alter to
the detriment of such person the right of such person to the advance of
expenses or indemnification related to a claim based on an act or failure
to act which took place prior to such amendment, repeal or termination.
H. PROCEEDINGS INITIATED BY INDEMNIFIED PERSONS. Notwithstanding
any other provision of this Article 8, the Corporation shall not indemnify
a director, officer, employee or agent for any liability incurred in an
action, suit or proceeding initiated (which shall not be deemed to include
counter-claims or affirmative defenses) or participated in as an intervenor
or amicus curiae by the person seeking indemnification unless such
initiation of or participation in the action, suit or proceeding is
authorized, either before or after its commencement, by the affirmative
vote of a majority of the directors in office.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference
into this Registration Statement on Form S-8 (numbering corresponds to
Exhibit Table in Item 601 of Regulation S-K):
NO. EXHIBIT PAGE
4.0 Specimen Common Stock Certificate of ISB
Financial Corporation* --
5.0 Opinion of Elias, Matz, Tiernan & Herrick E-1
L.L.P. as to the legality of the securities
10.1 1996 Stock Option Plan E-3
23.1 Consent of Elias, Matz, Tiernan & Herrick--
L.L.P. (contained in the opinion included
as Exhibit 5)
23.2 Consent of Castaing, Hussey & Lolan, LLP E-13
24.0 Power of attorney for any subsequent --
amendments is located in the signature pages
* Incorporated by reference from the Company's Registration Statement on
Form S-8 (Commission File No. 33-93210) filed with the Commission on June
7, 1995, as amended.
ITEM 9. UNDERTAKINGS.
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,
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
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effective amendment thereof) which, individually 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 in such information in the
Registration Statement; PROVIDED, HOWEVER, that clauses (i) and (ii) do not
apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
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.
4. That, for the 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 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.
5. 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 foregoing provisions, 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 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 questions whether such indemnification by it is against
public policy expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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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 New Iberia, State of Louisiana, on
the 23rd day of May 1997.
ISB FINANCIAL CORPORATION
By: /s/ Larrey G. Mouton
Larrey G. Mouton, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby makes, constitutes and appoints Larrey G. Mouton his true and
lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of
substitution any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by
said attorney to any and all amendments.
/s/ Larrey G. Mouton May 23, 1997
Larrey G. Mouton
President, Chief Executive
Officer and Director
(principal executive officer)
/s/ William M. Lahasky May 22, 1997
William M. Lahasky
Vice President and Chief
Financial Officer (principal
financial and accounting officer)
/s/ Henry J. Dauterive, Jr. May 22, 1997
Henry J. Dauterive, Jr.
Chairman of the Board
/s/ Emile J. Plaisance, Jr. May 22, 1997
Emile J. Plaisance, Jr.
Vice Chairman of the Board
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/s/ Elaine D. Abell May 23, 1997
Elaine D. Abell
Director
/s/ Harry V. Barton, Jr. May 23, 1997
Harry V. Barton, Jr.
Director
/s/ William R. Bigler May 23, 1997
William R. Bigler
Director
/s/ Cecil C. Broussard May 23, 1997
Cecil C. Broussard
Director
- ----------------------- May __, 1997
William H. Fenstermaker
Director
- ----------------------- May __, 1997
Ray Himel
Director
/s/ Karen L. Knight May 23, 1997
Karen L. Knight
Director
/s/ E. Stewart Shea, III May 23, 1997
E. Stewart Shea, III
Director
/s/ Loius J. Tamporello, Sr. May 23, 1997
Louis J. Tamporello, Sr.
Director
/s/ Guyton H. Watkins May 23, 1997
Guyton H. Watkins
Director
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EXHIBIT 5.0
OPINION OF ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
<PAGE>
[ELIAS, MATZ, TIERNAN & HERRICK L.L.P. LETTERHEAD]
June 9, 1997
Board of Directors
ISB Financial Corporation
1101 East Admiral Doyle Drive
New Iberia, Louisiana 70560-6301
Re: Registration Statement on Form S-8
738,067 Shares of Common Stock
Gentlemen:
We are special counsel to ISB Financial Corporation, a Louisiana
corporation (the "Corporation"), in connection with the preparation and
filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, of a Registration Statement on Form S-8
(the "Registration Statement"), relating to the registration of up to
738,067 shares of common stock, par value $1.00 per share ("Common Stock"),
to be issued pursuant to the Corporation's 1996 Stock Option Plan (the
"Plan") upon the exercise of stock options and/or appreciation rights
(referred to as "Option Rights"). The Registration Statement also
registers an indeterminate number of additional shares which may be
necessary under the Plan to adjust the number of shares reserved thereby
for issuance as the result of a stock split, stock dividend or similar
adjustment of the outstanding Common Stock of the Corporation. We have
been requested by the Corporation to furnish an opinion to be included as
an exhibit to the Registration Statement.
For this purpose, we have reviewed the Registration Statement and related
Prospectus, the Articles of Incorporation and Bylaws of the Corporation, the
Plan, a specimen stock certificate evidencing the Common Stock of the
Corporation and such other corporate records and documents as we have deemed
appropriate. We are relying upon the originals, or copies certified or
otherwise identified to our satisfaction, of the corporate records of the
Corporation and such other instruments, certificates and representations of
public officials, officers and representatives of the Corporation as we have
deemed relevant as a basis for this opinion. In addition, we have assumed,
without independent verification, the genuineness of all signatures and the
authenticity of all documents furnished to us and the
<PAGE>
Board of Directors
June 9, 1997
Page 2
conformance in all respects of copies to originals. Furthermore, we have made
such factual inquiries and reviewed such laws as we determined to be relevant
for this opinion.
For purposes of this opinion, we have also assumed that (i) the shares of
Common Stock issuable pursuant to Option Rights granted under the terms of the
Plan will continue to be validly authorized on the dates the Common Stock is
issued pursuant to the Option Rights; (ii) on the dates the Option Rights are
exercised, the Option Rights granted under the terms of the Plan will
constitute valid, legal and binding obligations of the Corporation and will
(subject to applicable bankruptcy, moratorium, insolvency, reorganization and
other laws and legal principles affecting the enforceability of creditors'
rights generally) be enforceable as to the Corporation in accordance with
their terms; (iii) no change occurs in applicable law or the pertinent facts;
and (iv) the provisions of "blue sky" and other securities laws as may be
applicable will have been complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth herein,
we are of the opinion as of the date hereof that the shares of Common Stock to
be issued pursuant to the Plan, when issued and sold pursuant to the
Prospectus and the Plan and upon receipt of the consideration required
thereby, will be legally issued, fully paid and non-assessable shares of
Common Stock of the Corporation.
We hereby consent to the reference to this firm under the caption "Legal
Opinion" in the Prospectus of the Plan and to the filing of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Hugh T. Wilkinson
Hugh T. Wilkinson, a Partner
EXHIBIT 10.1
1996 STOCK OPTION PLAN
<PAGE>
ISB FINANCIAL CORPORATION
1996 STOCK OPTION PLAN
ARTICLE I
ESTABLISHMENT OF THE PLAN
ISB Financial Corporation (the "Corporation") hereby establishes this
1996 Stock Option Plan (the "Plan") upon the terms and conditions hereinafter
stated.
ARTICLE II
PURPOSE OF THE PLAN
The purpose of this Plan is to improve the growth and profitability of
the Corporation and its Subsidiary Companies by providing Employees and Non-
Employee Directors with a proprietary interest in the Corporation as an
incentive to contribute to the success of the Corporation and its Subsidiary
Companies, and rewarding those employees for outstanding performance and the
attainment of targeted goals. All Incentive Stock Options issued under this
Plan are intended to comply with the requirements of Section 422 of the Code,
and the regulations thereunder, and all provisions hereunder shall be read,
interpreted and applied with that purpose in mind.
ARTICLE III
DEFINITIONS
3.01 "Award" means an Option or Stock Appreciation Right granted pursuant
to the terms of this Plan.
3.02 "Bank" means Iberia Savings Bank, the wholly-owned subsidiary of the
Corporation.
3.03 "Board" means the Board of Directors of the Corporation.
3.04 "Code" means the Internal Revenue Code of 1986, as amended.
3.05 "Committee" means a committee of two or more directors appointed by
the Board pursuant to Article IV hereof, none of whom shall be an Officer or
Employee of the Corporation, and each of whom shall be a "disinterested person"
within the meaning of Rule 16b-3 under the Exchange Act, or any successor
thereto.
3.06 "Common Stock" means shares of the common stock, $1.00 par value per
share, of the Corporation.
3.07 "Disability" means any physical or mental impairment which qualifies
an Employee for disability benefits under the applicable long-term disability
plan maintained by the Corporation or a Subsidiary Company, or, if no such plan
applies, which would qualify such Employee for disability benefits under the
Federal Social Security System.
3.08 "Effective Date" means the day upon which the Board approves this
Plan.
3.09 "Employee" means any person who is employed by the Corporation or a
Subsidiary Company, or is an Officer of the Corporation or a Subsidiary
Company, but not including directors who are not also Officers of or otherwise
employed by the Corporation or a Subsidiary Company.
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3.10 "Exchange Act" means the Securities Exchange Act of 1934, as amended.
3.11 "Fair Market Value" shall be equal to the fair market value per share
of the Corporation's Common Stock on the date an Award is granted. For
purposes hereof, the Fair Market Value of a share of Common Stock shall be the
closing sale price of a share of Common Stock on the date in question (or, if
such day is not a trading day in the U.S. markets, on the nearest preceding
trading day), as reported with respect to the principal market (or the
composite of the markets, if more than one) or national quotation system in
which such shares are then traded, or if no such closing prices are reported,
the mean between the high bid and low asked prices that day on the principal
market or national quotation system then in use, or if no such quotations are
available, the price furnished by a professional securities dealer making a
market in such shares selected by the Committee.
3.12 "Incentive Stock Option" means any Option granted under this Plan
which the Board intends (at the time it is granted) to be an incentive stock
option within the meaning of Section 422 of the Code or any successor thereto.
3.13 "Non-Employee Director" means a member of the Board who is not an
Officer or Employee of the Corporation or any Subsidiary Company, and shall
include any individual who, at any time after adoption of this Plan, serves the
Board in an advisory or emeritus capacity.
3.14 "Non-Qualified Option" means any Option granted under this Plan which
is not an Incentive Stock Option.
3.15 "Offering" means the offering of Common Stock to the public pursuant
to the Plan of Conversion of Iberia Savings Bank.
3.16 "Officer" means an Employee whose position in the Corporation or
Subsidiary Company is that of a corporate officer, as determined by the Board.
3.17 "Option" means a right granted under this Plan to purchase Common
Stock.
3.18 "Optionee" means an Employee or Non-Employee Director or former
Employee or Non-Employee Director to whom an Option is granted under the Plan.
3.19 "Retirement" means a termination of employment upon or after
attainment of age sixty-five (65) or such earlier age as may be specified in
any applicable qualified pension benefit plan maintained by the Corporation or
a Subsidiary Company. "Retirement" shall also mean any termination of service
to the Board pursuant to the Corporation's then existing plans or policies with
respect to retirement of non-employee directors.
3.20 "Stock Appreciation Right" means a right to surrender an Option in
consideration for a payment by the Corporation in cash and/or Common Stock, as
provided in the discretion of the Committee in accordance with Section 8.10.
3.21 "Subsidiary Companies" means those subsidiaries of the Corporation,
including Iberia Savings Bank, which meet the definition of "subsidiary
corporations" set forth in Section 425(f) of the Code, at the time of granting
of the Option in question.
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ARTICLE IV
ADMINISTRATION OF THE PLAN
4.01 DUTIES OF THE COMMITTEE. The Plan shall be administered and
interpreted by the Committee, as appointed from time to time by the Board
pursuant to Section 4.02. The Committee shall have the authority in its
absolute discretion to adopt, amend and rescind such rules, regulations and
procedures as, in its opinion, may be advisable in the administration of the
Plan, including, without limitation, rules, regulations and procedures which
(i) deal with satisfaction of an Optionee's tax withholding obligation pursuant
to Section 12.02 hereof, (ii) include arrangements to facilitate the Optionee's
ability to borrow funds for payment of the exercise or purchase price of an
Award, if applicable, from securities brokers and dealers, and (iii) include
arrangements which provide for the payment of some or all of such exercise or
purchase price by delivery of previously-owned shares of Common Stock or other
property and/or by withholding some of the shares of Common Stock which are
being acquired. The interpretation and construction by the Committee of any
provisions of the Plan, any rule, regulation or procedure adopted by it
pursuant thereto or of any Award shall be final and binding.
4.02 APPOINTMENT AND OPERATION OF THE COMMITTEE. The members of the
Committee shall be appointed by, and will serve at the pleasure of, the Board.
The Board from time to time may remove members from, or add members to, the
Committee, provided the Committee shall continue to consist of two or more
members of the Board, none of whom shall be an officer or employee of the
Corporation, and each of whom shall be a "disinterested person" within the
meaning of Rule 16b-3 under the Exchange Act. The Committee shall act by vote
or written consent of a majority of its members. Subject to the express
provisions and limitations of the Plan, the Committee may adopt such rules,
regulations and procedures as it deems appropriate for the conduct of its
affairs. It may appoint one of its members to be chairman and any person,
whether or not a member, to be its secretary or agent. The Committee shall
report its actions and decisions to the Board at appropriate times but in no
event less than one time per calendar year.
4.03 REVOCATION FOR MISCONDUCT. The Committee may by resolution
immediately revoke, rescind and terminate any Option, or portion thereof, to
the extent not yet vested, or any Stock Appreciation Right, to the extent not
yet exercised, previously granted or awarded under this Plan to an Employee who
is discharged from the employ of the Corporation or a Subsidiary Company for
cause, which, for purposes hereof, shall mean termination because of the
Employee's personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule, or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order. Options
granted to a Non-Employee Director who is removed for cause pursuant to the
Corporation's Articles of Incorporation shall terminate as of the effective
date of such removal.
4.04 LIMITATION ON LIABILITY. No member of the Committee shall be liable
for any action or determination made in good faith with respect to the Plan,
any rule, regulation or procedure adopted by it pursuant thereto or any Awards
granted under it. If a member of the Committee is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of anything done or not done by him in such capacity under or with respect to
the Plan, the Corporation shall, subject to the requirements of applicable laws
and regulations indemnify such member against all liabilities and expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in the best interests of the Corporation and its Subsidiary Companies and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
4.05 COMPLIANCE WITH LAW AND REGULATIONS. The Corporation shall not be
required to issue or deliver any certificates for shares of Common Stock prior
to the completion of any registration or qualification of or obtaining of
consents or approvals with respect to such shares under any Federal or state
law or any rule or regulation of any government body, which the Corporation
shall, in its sole discretion, determine to be necessary
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or advisable. Moreover, no Option or Stock Appreciation Right may be
exercised if such exercise would be contrary to applicable laws and
regulations.
4.06 RESTRICTIONS ON TRANSFER. The Corporation may place a legend upon
any certificate representing shares acquired pursuant to an Award granted
hereunder noting that the transfer of such shares may be restricted by
applicable laws and regulations.
ARTICLE V
ELIGIBILITY
Awards may be granted to such Employees or Non-Employee Directors of the
Corporation and its Subsidiary Companies as may be designated from time to time
by the Committee. Awards may not be granted to individuals who are not
Employees or Non-Employee Directors of either the Corporation or its Subsidiary
Companies. Non-Employee Directors shall be eligible to receive only Non-
Qualified Options pursuant to Section 8.02 of the Plan.
ARTICLE VI
COMMON STOCK COVERED BY THE PLAN
6.01 OPTION SHARES. The aggregate number of shares of Common Stock which
may be issued pursuant to this Plan, subject to adjustment as provided in
Article IX, shall be 738,067 shares, which is equal to 10.0% of the shares of
Common Stock issued in the Offering. None of such shares shall be the subject
of more than one Award at any time, but if an Option as to any shares is
surrendered before exercise, or expires or terminates for any reason without
having been exercised in full, or for any other reason ceases to be
exercisable, the number of shares covered thereby shall again become available
for grant under the Plan as if no Awards had been previously granted with
respect to such shares. Notwithstanding the foregoing, if an Option is
surrendered in connection with the exercise of a Stock Appreciation Right, the
number of shares covered thereby shall not be available for grant under the
Plan. No Employee shall receive more than 25% of the shares of Common Stock
available under the Plan.
6.02 SOURCE OF SHARES. The shares of Common Stock issued under the Plan
may be authorized but unissued shares, treasury shares or shares purchased by
the Corporation on the open market or from private sources for use under the
Plan.
ARTICLE VII
DETERMINATION OF
AWARDS, NUMBER OF SHARES, ETC.
The Committee shall, in its discretion, determine from time to time which
Employees will be granted Awards under the Plan, the number of shares of Common
Stock subject to each Award, whether each Option will be an Incentive Stock
Option or a Non-Qualified Stock Option and, subject to Sections 8.02 and 8.03
hereof, the exercise price of an Option. In making all such determinations
there shall be taken into account the duties, responsibilities and performance
of each respective Employee, his present and potential contributions to the
growth and success of the Corporation, his salary and such other factors as the
Committee shall deem relevant to accomplishing the purposes of the Plan. Non-
Employee Directors shall be eligible to receive only Non-Qualified Options
pursuant to Section 8.02 of the Plan.
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ARTICLE VIII
OPTIONS AND STOCK APPRECIATION RIGHTS
Each Option granted hereunder shall be on the following terms and
conditions:
8.01 STOCK OPTION AGREEMENT. The proper Officers on behalf of the
Corporation and each Optionee shall execute a Stock Option Agreement which
shall set forth the total number of shares of Common Stock to which it
pertains, the exercise price, whether it is a Non-Qualified Option or an
Incentive Stock Option, and such other terms, conditions, restrictions and
privileges as the Committee in each instance shall deem appropriate, provided
they are not inconsistent with the terms, conditions and provisions of this
Plan. Each Optionee shall receive a copy of his executed Stock Option
Agreement.
8.02 GRANTS TO NON-EMPLOYEE DIRECTORS. Each Non-Employee Director of the
Corporation as of the day that the Plan is approved by stockholders of the
Corporation shall be granted an Option to purchase 20,129 shares of Common
Stock effective at such time and with a per share exercise price equal to the
Fair Market Value of a share of Common Stock on such date.
(A) VESTING AND EXERCISE OF OPTIONS. Options granted to Non-
Employee Directors shall be vested and exercisable 14.286% per year over a
seven-year period commencing on the first anniversary of the date of grant. If
the service of a Non-Employee Director is terminated prior to the seventh (7th)
annual anniversary of the date of grant of an Option for any reason (except (i)
where such director's service as a director is terminated as a result of his or
her retirement pursuant to the Corporation's then-existing plans or policies
with respect to retirement of non-employee directors and (ii) as specifically
provided in subsections (d) and (e) below), the Non-Employee Director shall
forfeit the right to any shares of Common Stock which have not theretofore been
purchased. In the event of a forfeiture of the right to any shares of Common
Stock, such forfeited shares of Common Stock shall become available for grant
pursuant to Article VII hereof as if no Option had been previously granted with
respect to such shares of Common Stock.
(B) ACCELERATED VESTING UPON DEATH, DISABILITY OR RETIREMENT.
Notwithstanding the general rule stated in Section 8.02(c), all Options granted
to Non-Employee Directors under this Plan shall become vested and exercisable
in full on the date an Optionee terminates his service as a director of the
Corporation because of his death, Disability or Retirement.
(C) ACCELERATED VESTING FOR CHANGES IN CONTROL. Notwithstanding the
general rule described in Section 8.02(c), all outstanding Options to Non-
Employee Directors shall become immediately vested and exercisable in the event
there is a change in control of the Corporation. A "change in control of the
Corporation" for this purpose shall mean a change in control of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Exchange Act, or any successor thereto,
whether or not any security of the Corporation is registered under the Exchange
Act; provided that, without limitation, such a change in control shall be
deemed to have occurred if (i) any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Corporation representing 25% or more of the combined voting
power of the Corporation's then outstanding securities; or (ii) during any
period of two consecutive years, individuals who at the beginning of such
period constitute the Board of Directors of the Corporation cease for any
reason to constitute at least a majority thereof unless the election, or the
nomination for election by stockholders, of each new director was approved by a
vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period.
8.03 OPTION EXERCISE PRICE.
(A) INCENTIVE STOCK OPTIONS. The per share price at which the
subject Common Stock may be purchased upon exercise of an Incentive Stock
Option shall be no less than one hundred percent (100%) of
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the Fair Market Value of a share of Common Stock at the time such Incentive
Stock Option is granted, except as provided in Section 8.10(b).
(B) NON-QUALIFIED OPTIONS. The per share price at which the subject
Common Stock may be purchased upon exercise of a Non-Qualified Option shall be
established by the Committee at the time of grant, but in no event shall be
less than the greater of (i) the par value or (ii) one hundred percent (100%)
of the Fair Market Value of a share of Common Stock at the time such
Non-Qualified Option is granted.
8.04 VESTING AND EXERCISE OF OPTIONS.
(A) GENERAL RULES. Unless the Committee shall specifically state to
the contrary at the time an Option is granted to an Employee, and subject to
the terms hereof, Incentive Stock Options and Non-Qualified Options granted to
Employees shall become vested and exercisable twenty percent (20%) per year
over a five-year period commencing on the first anniversary of the date of
grant. If the employment of an Employee is terminated prior to the fifth (5th)
annual anniversary of the date of grant of an Option for any reason (except (i)
such Employee's Retirement and (ii) as specifically provided in subsections (b)
and (c) below), the Employee shall forfeit the right to any shares of Common
Stock which have not theretofore been purchased. In the event of a forfeiture
of the right to any shares of Common Stock, such forfeited shares of Common
Stock shall become available for grant pursuant to Article VII hereof as if no
Option had been previously granted with respect to such shares of Common Stock.
Notwithstanding the foregoing, no vesting shall occur on or after an Employee's
employment with the Corporation and all Subsidiary Companies is terminated for
any reason other than his death, Disability or Retirement. In determining the
number of shares of Common Stock with respect to which Options are vested
and/or exercisable, fractional shares will be rounded up to the nearest whole
number if the fraction is 0.5 or higher, and down if it is less.
(B) ACCELERATED VESTING UPON DEATH, DISABILITY OR RETIREMENT.
Notwithstanding the general rule stated in Section 8.04(a), unless the
Committee shall specifically state otherwise at the time an Option is granted,
all Options granted to Employees under this Plan shall become vested and
exercisable in full on the date an Optionee terminates his employment with the
Corporation or a Subsidiary Company because of his death, Disability or
Retirement.
(C) ACCELERATED VESTING FOR CHANGES IN CONTROL. Notwithstanding the
general rule described in Section 8.04(a), all outstanding Options shall become
immediately vested and exercisable in the event there is a change in control of
the Corporation. A "change in control of the Corporation" for this purpose
shall mean a change in control of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under the Exchange Act, or any successor thereto, whether or not any security
of the Corporation is registered under the Exchange Act; provided that, without
limitation, such a change in control shall be deemed to have occurred if (i)
any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Corporation
representing 25% or more of the combined voting power of the Corporation's then
outstanding securities; or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of the Corporation cease for any reason to constitute at least a
majority thereof unless the election, or the nomination for election by
stockholders, of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period.
8.05 DURATION OF OPTIONS.
(A) GENERAL RULE. Except as provided in Sections 8.05(b) and 8.10,
each Option or portion thereof granted to Employees shall be exercisable at any
time on or after it vests and becomes exercisable until the earlier of (i) ten
(10) years after its date of grant or (ii) three (3) months after the date on
which the Optionee ceases to be employed by the Corporation and all Subsidiary
Companies, unless the Committee in its
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discretion decides at the time of grantor thereafter to extend such period of
exercise upon termination of employment from three (3) months to a period not
exceeding five (5) years. Each Option or portion thereof granted to
Non-Employee Directors shall be exercisable at any time on or after it vests
until ten (10) years after the date of grant.
(B) EXCEPTION FOR TERMINATION DUE TO DEATH, DISABILITY OR
RETIREMENT. If an Employee dies while in the employ of the Corporation or a
Subsidiary Company or terminates employment with the Corporation or a
Subsidiary Company as a result of Disability or Retirement without having fully
exercised his Options, the Optionee or the executors, administrators, legatees
or distributees of his estate shall have the right, during the twelve-month
period following the earlier of his death, Disability or Retirement, to
exercise such Options to the extent vested on the date of such death,
Disability or Retirement. If a Non-Employee Director dies while serving as a
Non-Employee Director or within three (3) years following the termination of
service as a Non-Employee Director as a result of disability or retirement
without having fully exercised his Options, the Non-Employee Director's
executors, administrators, legatees or distributees of his estate shall have
the right, during the twelve-month period following such death, to exercise
such Options. In no event, however, shall any Option be exercisable within six
(6) months after the date of grant or more than ten (10) years from the date it
was granted.
8.06 NONASSIGNABILITY. Options shall not be transferable by an Optionee
except by will or the laws of descent or distribution, and during an Optionee's
lifetime shall be exercisable only by such Optionee or the Optionee's guardian
or legal representative.
8.07 MANNER OF EXERCISE. Options may be exercised in part or in whole and
at one time or from time to time. The procedures for exercise shall be set
forth in the written Stock Option Agreement provided for in Section 8.01 above.
8.08 PAYMENT FOR SHARES. Payment in full of the purchase price for shares
of Common Stock purchased pursuant to the exercise of any Option shall be made
to the Corporation upon exercise of the Option. All shares sold under the Plan
shall be fully paid and nonassessable. Payment for shares may be made by the
Optionee in cash or, at the discretion of the Committee in the case of Awards
to Employees, by delivering shares of Common Stock (including shares acquired
pursuant to the exercise of an Option) or other property equal in Fair Market
Value to the purchase price of the shares to be acquired pursuant to the
Option, by withholding some of the shares of Common Stock which are being
purchased upon exercise of an Option, or any combination of the foregoing.
8.09 VOTING AND DIVIDEND RIGHTS. No Optionee shall have any voting or
dividend rights or other rights of a stockholder in respect of any shares of
Common Stock covered by an Option prior to the time that his name is recorded
on the Corporation's stockholder ledger as the holder of record of such shares
acquired pursuant to an exercise of an Option.
8.10 ADDITIONAL TERMS APPLICABLE TO INCENTIVE STOCK OPTIONS. All Options
issued under the Plan as Incentive Stock Options will be subject, in addition
to the terms detailed in Sections 8.01 to 8.09 above, to those contained in
this Section 8.10.
(A) Notwithstanding any contrary provisions contained elsewhere in
this Plan and as long as required by Section 422 of the Code, the aggregate
Fair Market Value, determined as of the time an Incentive Stock Option is
granted, of the Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year, under
this Plan and stock options that satisfy the requirements of Section 422 of the
Code under any other stock option plan or plans maintained by the Corporation
(or any parent or Subsidiary Company), shall not exceed $100,000.
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(B) LIMITATION ON TEN PERCENT STOCKHOLDERS. The price at which
shares of Common Stock may be purchased upon exercise of an Incentive Stock
Option granted to an individual who, at the time such Incentive Stock Option is
granted, owns, directly or indirectly, more than ten percent (10%) of the total
combined voting power of all classes of stock issued to stockholders of the
Corporation or any Subsidiary Company, shall be no less than one hundred and
ten percent (110%) of the Fair Market Value of a share of the Common Stock of
the Corporation at the time of grant, and such Incentive Stock Option shall by
its terms not be exercisable after the earlier of the date determined under
Section 8.04 or the expiration of five (5) years from the date such Incentive
Stock Option is granted.
(C) NOTICE OF DISPOSITION; WITHHOLDING; ESCROW. An Optionee shall
immediately notify the Corporation in writing of any sale, transfer, assignment
or other disposition (or action constituting a disqualifying disposition within
the meaning of Section 421 of the Code) of any shares of Common Stock acquired
through exercise of an Incentive Stock Option, within two (2) years after the
grant of such Incentive Stock Option or within one (1) year after the
acquisition of such shares, setting forth the date and manner of disposition,
the number of shares disposed of and the price at which such shares were
disposed of. The Corporation shall be entitled to withhold from any
compensation or other payments then or thereafter due to the Optionee such
amounts as may be necessary to satisfy any withholding requirements of Federal
or state law or regulation and, further, to collect from the Optionee any
additional amounts which may be required for such purpose. The Committee may,
in its discretion, require shares of Common Stock acquired by an Optionee upon
exercise of an Incentive Stock Option to be held in an escrow arrangement for
the purpose of enabling compliance with the provisions of this Section 8.10(c).
8.11 STOCK APPRECIATION RIGHTS.
(A) GENERAL TERMS AND CONDITIONS. The Committee may, but shall not
be obligated to, authorize the Corporation, on such terms and conditions as it
deems appropriate in each case, to grant rights to Optionees to surrender an
exercisable Option, or any portion thereof, in consideration for the payment by
the Corporation of an amount equal to the excess of the Fair Market Value of
the shares of Common Stock subject to the Option, or portion thereof,
surrendered over the exercise price of the Option with respect to such shares
(any such authorized surrender and payment being hereinafter referred to as a
"Stock Appreciation Right"). Such payment, at the discretion of the Committee,
may be made in shares of Common Stock valued at the then Fair Market Value
thereof, or in cash, or partly in cash and partly in shares of Common Stock.
The terms and conditions set with respect to a Stock Appreciation Right
may include (without limitation), subject to other provisions of this Section
8.11 and the Plan, the period during which, date by which or event upon which
the Stock Appreciation Right may be exercised; the method for valuing shares of
Common Stock for purposes of this Section 8.11; a ceiling on the amount of
consideration which the Corporation may pay in connection with exercise and
cancellation of the Stock Appreciation Right; and arrangements for income tax
withholding. The Committee shall have complete discretion to determine
whether, when and to whom Stock Appreciation Rights may be granted.
Notwithstanding the foregoing, the Corporation may not permit the exercise of a
Stock Appreciation Right issued pursuant to this Plan until the Corporation has
been subject to th reporting requirements of Section 13 of the Exchange Act
for a period of at least one year prior to the exercise of any such Stock
Appreciation Right and until a Stock Appreciation Right issued pursuant to this
Plan has been outstanding for at least six months from the date of grant.
(B) TIME LIMITATIONS. If a holder of a Stock Appreciation Right
terminates service with the Corporation as an Officer or Employee, the Stock
Appreciation Right may be exercised only within the period, if any, within
which the Option to which it relates may be exercised. Notwithstanding the
foregoing, any election by an Optionee to exercise the Stock Appreciation
Rights provided in this Plan shall be made during the period beginning on the
third business day following the release for publication of quarterly or annual
financial information required to be prepared and disseminated by the
Corporation pursuant to the requirements of the Exchange Act and ending on the
twelfth business day following such date. The required release of information
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shall be deemed to have been satisfied when the specified financial data
appears on or in a wire service, financial news service or newspaper of general
circulation or is otherwise first made publicly available.
(C) EFFECTS OF EXERCISE OF STOCK APPRECIATION RIGHTS OR OPTIONS.
Upon the exercise of a Stock Appreciation Right, the number of shares of Common
Stock available under the Option to which it relates shall decrease by a number
equal to the number of shares for which the Stock Appreciation Right was
exercised. Upon the exercise of an Option, any related Stock Appreciation Right
shall terminate as to any number of shares of Common Stock subject to the Stock
Appreciation Right that exceeds the total number of shares for which the Option
remains unexercised.
(D) TIME OF GRANT. A Stock Appreciation Right may be granted
concurrently with the Option to which it relates or at any time thereafter
prior to the exercise or expiration of such Option.
(E) NON-TRANSFERABLE. The holder of a Stock Appreciation Right may
not transfer or assign the Stock Appreciation Right otherwise than by will or
in accordance with the laws of descent and distribution, and during a holder's
lifetime a Stock Appreciation Right may be exercisable only by the holder.
ARTICLE IX
ADJUSTMENTS FOR CAPITAL CHANGES
The aggregate number of shares of Common Stock available for issuance
under this Plan, the number of shares to which any Award relates and the
exercise price per share of Common Stock under any Option shall be
proportionately adjusted for any increase or decrease in the total number of
outstanding shares of Common Stock issued subsequent to the effective date of
this Plan resulting from a split, subdivision or consolidation of shares or any
other capital adjustment, the payment of a stock dividend, or other increase or
decrease in such shares effected without receipt or payment of consideration by
the Corporation. If, upon a merger, consolidation, reorganization,
liquidation, recapitalization or the like of the Corporation, the shares of the
Corporation's Common Stock shall be exchanged for other securities of the
Corporation or of another corporation, each recipient of an Award shall be
entitled, subject to the conditions herein stated, to purchase or acquire such
number of shares of Common Stock or amount of other securities of the
Corporation or such other corporation as were exchangeable for the number of
shares of Common Stock of the Corporation which such optionees would have been
entitled to purchase or acquire except for such action, and appropriate
adjustments shall be made to the per share exercise price of outstanding
Options.
ARTICLE X
AMENDMENT AND TERMINATION OF THE PLAN
The Board may, by resolution, at any time terminate or amend the Plan with
respect to any shares of Common Stock as to which Awards have not been granted,
subject to any required stockholder approval or any stockholder approval which
the Board may deem to be advisable for any reason, such as for the purpose of
obtaining or retaining any statutory or regulatory benefits under tax,
securities or other laws or satisfying any applicable stock exchange listing
requirements. The Board may not, without the consent of the holder of an
Award, alter or impair any Award previously granted or awarded under this Plan
as specifically authorized herein. Notwithstanding anything contained in this
Plan to the contrary, the provisions of Articles V, VII and VIII of this Plan
relating to Awards granted to Non-Employee Directors shall not be amended more
than once every six months, other than to comport with changes in the Code, the
Employee Retirement Income Security Act of 1974, as amended, or the rules and
regulations promulgated under such statutes.
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ARTICLE XI
EMPLOYMENT RIGHTS
Neither the Plan nor the grant of any Awards hereunder nor any action
taken by the Committee or the Board in connection with the Plan shall create
any right on the part of any Employee or Non-Employee Director of the
Corporation or a Subsidiary Company to continue in such capacity.
ARTICLE XII
WITHHOLDING
12.01 TAX WITHHOLDING. The Corporation may withhold from any cash payment
made under this Plan sufficient amounts to cover any applicable withholding and
employment taxes, and if the amount of such cash payment is insufficient, the
Corporation may require the Optionee to pay to the Corporation the amount
required to be withheld as a condition to delivering the shares acquired
pursuant to an Award. The Corporation also may withhold or collect amounts
with respect to a disqualifying disposition of shares of Common Stock acquired
pursuant to exercise of an Incentive Stock Option, as provided in Section
8.10(c).
12.02 METHODS OF TAX WITHHOLDING. The Committee is authorized to adopt
rules, regulations or procedures which provide for the satisfaction of an
Optionee's tax withholding obligation by the retention of shares of Common
Stock to which the Employee would otherwize be entitled pursuant to an Award
and/or by the Optionee's delivery of previously-owned shares of Common Stock or
other property.
ARTICLE XIII
EFFECTIVE DATE OF THE PLAN; TERM
13.01EFFECTIVE DATE OF THE PLAN. This Plan shall become effective on the
Effective Date, and Awards may be granted hereunder as of or after the
Effective Date and prior to the termination of the Plan, provided that no
Incentive Stock Option issued pursuant to this Plan shall qualify as such
unless this Plan is approved by the requisite vote of the holders of the
outstanding voting shares of the Corporation at a meeting of stockholders of
the Corporation held within twelve (12) months of the Effective Date.
13.02TERM OF PLAN. Unless sooner terminated, this Plan shall remain in
effect for a period of ten (10) years ending on the tenth anniversary of the
Effective Date. Termination of the Plan shall not affect any Awards previously
granted and such Awards shall remain valid and in effect until they have been
fully exercised or earned, are surrendered or by their terms expire or are
forfeited.
ARTICLE XIV
MISCELLANEOUS
14.01GOVERNING LAW. To the extent not governed by Federal law, this Plan
shall be construed under the laws of the State of Louisiana.
14.02PRONOUNS. Wherever appropriate, the masculine pronoun shall include
the feminine pronoun, and the singular shall include the plural.
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EXHIBIT 23.2
CONSENT OF CASTAING, HUSSEY & LOLAN, LLP
[LETTERHEAD OF CASTAING, HUSSEY & LOLAN, LLP]
<PAGE>
[CASTAING, HUSSEY & LOLAN, LLP LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in the Registration Statement on Form S-8 of our Report dated
February 7,1997 included in ISB Financial Corporation's Form 10-K for the
year ended December 31, 1996.
/s/ Castaing, Hussey & Lolan, LLP
New Iberia, Louisiana
May 22, 1997
