<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on April 3,
1998
Registration No.333-______
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________________________
COMMUNITY FINANCIAL CORP.
______________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
Illinois 37-1337630
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
240 E. Chestnut Street
Olney, Illinois 62450-2295
(618) 395-8676
------------------------------------------
(Address of Principal Executive Offices)
Community Financial Corp.
1998 Reload Stock Option Plan
------------------------------------------
(Full Title of the Plan)
J. Mark Poerio, Esquire
Joel E. Rappoport, Esquire
Housley Kantarian & Bronstein, P.C.
1220 19th Street N.W., Suite 700
Washington, D.C. 20036
------------------------------------------
(Name and address of Agent for Service)
(202) 822-9611
-------------------------------------------------------------
(Telephone Number, including Area Code, of Agent For Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================
<S> <C> <C> <C> <C>
Title of Each Proposed Maximum Proposed Maximum Amount of
Class of Securites Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
- ------------------------------------------------------------------------------------
Common Stock,
$.01 par value 23,606 (1) $20.00 (2) $472,120 (2) $139.28
=====================================================================================
<FN>
(1) Maximum number of shares issuable under the Community Financial Corp. 1998 Reload
Stock Option Plan (23,606 shares), as such amounts may be increased in
accordance with said plan in the event of a merger, consolidation,
recapitalization, stock dividend, stock split or similar event involving the
Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia, based upon
the price at which the options may be exercised. 23,606 shares are being
registered hereby, all of which are not presently subject to option. Such shares
are being registered based upon the last sale price of the common stock of the
Registrant as reported on the National Association of Securities Dealers
Automated Quotation, National Market System ("NMS") on April 1, 1998 of $20.00
per share ($472,120 in the aggregate). Therefore, the total amount of the
offering being registered herein is $472,120.
</FN>
</TABLE>
<PAGE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
- ------
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
- ------ INFORMATION*
*Documents containing the information required by Part I of
this Registration Statement will be sent or given to
participants in the Community Financial Corp. 1998 Reload Stock
Option Plan (the "Plan") in accordance with Rule 428(b)(1). In
accordance with the Note to Part I of Form S-8, such documents
are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- ------
Community Financial Corp. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act") and, accordingly, files
periodic reports and other information with the Commission.
Reports, proxy statements and other information concerning the
Company filed with the Commission may be inspected and copies
may be obtained (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a Web
site that contains reports, proxy and information statements and
other information regarding registrants that file electronically
with the Commission, including the Company. The address for the
Commission's Web site is "http://www.sec.gov".
The following documents are incorporated by reference in
this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 (Commission File No. 0-
26292).
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997 (Commission File No. 0-26292).
(c) The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 (Commission File No. 0-26292).
(d) The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997 (Commission File No. 0-26292).
(e) The description of the Company's Securities contained
in the Company's Registration Statement on Form 8-A as filed
with the Commission on June 22, 1995.
(f) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the 1934 Act since December 31, 1996.
ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY PURSUANT TO
SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, PRIOR TO THE FILING OF A POST-EFFECTIVE
AMENDMENT WHICH INDICATES THAT ALL SECURITIES OFFERED HAVE BEEN
SOLD OR WHICH DEREGISTERS ALL SECURITIES THEN REMAINING UNSOLD,
SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS
REGISTRATION STATEMENT AND TO BE A PART HEREOF FROM THE DATE OF
FILING OF SUCH DOCUMENTS.
-1-<PAGE>
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
- ------
Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ------
Section 5/8.75 of the Illinois Business Corporation Act
sets forth circumstances under which directors, officers,
employees and agents may be insured or indemnified against
liability which they may incur in their capacities.
5/8.75 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES
AND AGENTS; INSURANCE. -- (a) A corporation may indemnify a
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, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or who
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 by
such person in connection with such action, suit or proceeding,
if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the corporation or,
with respect to any criminal action or proceeding, that the
person had reasonable cause to believe that his or her conduct
was unlawful.
(b) A corporation may indemnify any person who was or is a
party, or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor 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)
actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, if such
person acted in good faith and in such a manner he or she
reasonably believed to be in, or not opposed to, the best
interests of the corporation, provided that no indemnification
shall be made with respect to any claim, issue, or matter as to
which such person has been adjudged to have been liable to the
corporation, unless, and only to the extent that the court in
which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as the
court shall deem proper.
(c) To the extent that a director, officer, employee or
agent of a corporation has been successful, on the merits or
otherwise, in the defense of any action, suit or proceeding
referred to in subsections (a) and (b), or in defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b)
(unless ordered by a court) shall be made by the corporation
only as authorized in the specific case, upon a determination
that indemnification of the director, officer, employee or agent
is proper in the circumstances because he or she has met the
applicable standard of conduct set
-2-<PAGE>
<PAGE>
forth in subsections (a) or (b). Such determination shall be
made (1) by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, or (3) by the shareholders.
(e) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount if it
shall ultimately be determined that he or she is not entitled to
be indemnified by the corporation as authorized in this Section.
(f) The indemnification and advancement of expenses
provided by or granted under the subsections of this Section
shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be
entitled under any by-law, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his
or her official capacity and as to action in another capacity
while holding such office.
(g) A corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee
or agent of the corporation, or who 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 any liability asserted against such
person and incurred by such person in any such capacity, or
arising out of his or her status as such, whether or not the
corporation would have the power to indemnify such person
against such liability under the provisions of this Section.
(h) If a corporation has paid indemnity or has advanced
expenses to a director, officer, employee or agent, the
corporation shall report the indemnification or advance in
writing to the shareholders with or before the notice of the
next shareholders meeting.
(i) For purposes of this Section, references to "the
corporation" shall include, in addition to the surviving
corporation, any merging corporation (including any corporation
having merged with a merging corporation) absorbed in a merger
which, if its separate existence had continued, would have had
the power and authority to indemnify its directors, officers,
and employees or agents, so that any person who was a director,
officer, employee or agent of such merging corporation, or was
serving at the request of such merging corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Section
with respect to the surviving corporation as such person would
have with respect to such merging corporation if its separate
existence had continued.
(j) For purposes of this Section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving
at the request of the corporation" shall include any service as
a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries. A person who acted in
good faith and in a manner he or she reasonably believed to be
in the best interests of the participants and beneficiaries of
an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" as
referred to in this Section.
(k) The indemnification and advancement of expenses
provided by or granted under this Section shall, unless
otherwise provided when authorized or ratified, 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 that person. (Last amended by P.A. 88-43,
L. '93 eff. 1-1-94.)
Article XVII of the Company's Articles of Incorporation
sets forth circumstances under which directors, officers,
employees and agents may be insured or indemnified against
liability which they may incur in their capacities.
-3-<PAGE>
<PAGE>
ARTICLE XVII
Indemnification
A. Persons. The Corporation shall indemnify, to the extent
provided in paragraphs B, D or F:
(1) any person who is or was a director, officer,
employee, or agent of the Corporation; and
(2) any person who serves or served at the Corporation's
request as a director, officer, employee, agent, partner or
trustee of another corporation, partnership, joint venture,
trust or other enterprise.
B. Extent -- Derivative Suits. In case of a threatened,
pending or completed action or suit by or in the right of the
Corporation against a person named in paragraph A by reason of
his holding a position named in paragraph A, the Corporation
shall indemnify him if he satisfies the standard in paragraph C,
for expenses (including attorneys' fees but excluding amounts
paid in settlement) actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit.
C. Standard -- Derivative Suits. In case of a threatened,
pending or completed action or suit by or in the right of the
Corporation, a person named in paragraph A shall be indemnified
only if:
(1) he is successful on the merits or otherwise; or
(2) he acted in good faith in the transaction which is
the subject of the suit or action, and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Corporation, including, but not limited to,
the taking of any and all actions in connection with the
Corporation's response to any tender offer or any offer or
proposal of another party to engage in a Business Combination
(as defined in Article XV) not approved by the board of
directors. However, he shall not be indemnified in respect
of any claim, issue or matter as to which he has been
adjudged to have been liable to the Corporation unless, and
only to the extent that, the court in which the suit was
brought shall determine, upon application, that despite the
adjudication but in view of all the circumstances, he is
fairly and reasonably entitled to indemnity for such expenses
as the court shall deem proper.
D. Extent -- Nonderivative Suits. In case of a threatened,
pending or completed suit, action or proceeding (whether civil,
criminal, administrative or investigative), other than a suit by
or in the right of the Corporation, together hereafter referred
to as a nonderivative suit, against a person named in paragraph
A by reason of his holding a position named in paragraph A, the
Corporation shall indemnify him if he satisfies the standard in
paragraph E, for amounts actually and reasonably incurred by him
in connection with the nonderivative suit, including, but not
limited to (i) expenses (including attorneys' fees), (ii)
amounts paid in settlement, (iii) judgments, and (iv) fines.
E. Standard -- Nonderivative Suits. In case of a
nonderivative suit, a person named in paragraph A shall be
indemnified only if:
(1) he is successful on the merits or otherwise; or
(2) he acted in good faith in the transaction which is
the subject of the nonderivative suit and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Corporation, including, but not limited to,
the taking of any and all actions in connection with the
Corporation's response to any tender offer or any offer or
proposal of another party to engage in a Business Combination
(as defined in Article XV) not approved by the board of
directors and, with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct
was unlawful. The termination of a nonderivative suit by
judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent shall not, in itself,
create a presumption that the person failed to satisfy the
standard of this subparagraph E(2).
-4-<PAGE>
<PAGE>
F. Determination That Standard Has Been Met. A
determination that the standard of paragraph C or E has been
satisfied may be made by a court, or, except as stated in
subparagraph C(2) (second sentence), the determination may be
made by:
(1) the board of directors by a majority vote of a quorum
consisting of directors of the Corporation who were not
parties to the action, suit or proceeding; or
(2) independent legal counsel (appointed by a quorum of
the disinterested directors of the Corporation) in a written
opinion; or
(3) the stockholders of the Corporation.
G. Proration. Anyone making a determination under paragraph
F may determine that a person has met the standard as to some
matters but not as to others, and may reasonably prorate amounts
to be indemnified.
H. Advance Payment. The Corporation shall pay in advance
any expenses (including attorneys' fees) which may become
subject to indemnification under paragraphs A through G if:
(1) the board of directors authorizes the specific
payment; and
(2) the person receiving the payment undertakes in
writing to repay the same if it is ultimately determined that
he is not entitled to indemnification by the Corporation
under paragraphs A through G.
I. Nonexclusive. The indemnification and advance payment of
expenses provided by paragraphs A through H shall not be
exclusive of any other rights to which a person may be entitled
by law, bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.
J. Continuation. The indemnification and advancement of
expenses provided by this Article XVII shall be deemed to be a
contract between the Corporation and the persons entitled to
indemnification thereunder, and any repeal or modification of
this Article XVII shall not affect any rights or obligations
then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding
theretofore or thereafter brought based in whole or in part upon
any such state of facts. The indemnification and advance
payment provided by paragraphs A through H shall continue as to
a person who has ceased to hold a position named in paragraph A
and shall inure to his heirs, executors and administrators.
K. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who holds or who has held any
position named in paragraph A, against any liability incurred by
him in any such position, or arising out of his status as such,
whether or not the Corporation would have power to indemnify him
against such liability under paragraphs A through H.
L. Intention and Savings Clause. It is the intention of
this Article XVII to provide for indemnification to the fullest
extent permitted by the Business Corporation Act of the State of
Illinois, and this Article XVII shall be interpreted
accordingly. If this Article XVII or any portion hereof shall
be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify
each director, officer, employee, and agent of the Corporation
as to costs, charges, and expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement with respect to
any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, including an action by or in
the right of the Corporation, to the full extent permitted by
any applicable portion of this Article XVII that shall not have
been invalidated and to the full extent permitted by applicable
law. If the Business Corporation Act of the State of Illinois
is amended, or other Illinois law is enacted, to permit further
or additional indemnification of the persons defined in this
Article XVII.A, then the indemnification of such persons shall
be to the fullest extent permitted by the Business Corporation
Act of the State of Illinois, as so amended, or such other
Illinois law.
-5-<PAGE>
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------
Not Applicable.
ITEM 8. EXHIBITS
- ------
For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of
this Registration Statement.
ITEM 9. UNDERTAKINGS
- ------
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement --
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1934, 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.
(c) 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.
2. 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 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.
-6-<PAGE>
<PAGE>
3. The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report
to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
4. 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 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
-7-<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Olney, State of
Illinois, on March 31, 1998.
COMMUNITY FINANCIAL CORP.
By:/s/ Shirley B. Kessler
---------------------------
Shirley B. Kessler
President
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned Directors of Community Financial Corp.,
hereby severally constitute and appoint Shirley B. Kessler, with
full power of substitution, our true and lawful attorney and
agent, to do any and all things in our names in the capacities
indicated below which said Shirley B. Kessler may deem necessary
or advisable to enable Community Financial Corp. to comply with
the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission, in connection with the registration of Community
Financial Corp. common stock, including specifically, but not
limited to, power and authority to sign for us in our names in
the capacities indicated below, the Registration Statement and
any and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that said Shirley
B. Kessler shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- -----
<S> <C> <C>
/s/ Shirley B. Kessler
- ------------------------ President and Director March 31, 1998
Shirley B. Kessler (Principal Executive Officer)
/s/ Douglas W. Tompson
- ------------------------ Chief Financial Officer March 31, 1998
Douglas W. Tompson (Principal Financial and Accounting
Officer)
/s/ Charles M. DiCiro
- ------------------------ Chairman and Director March 31, 1998
Charles M. DiCiro
/s/ Michael F. Bauman
- ------------------------ Director March 31, 1998
Michael F. Bauman
/s/ William O. Cantwell
- ------------------------ Director March 31, 1998
William O. Cantwell
/s/ Roger A. Charleston
- ------------------------ Director March 31, 1998
Roger A. Charleston
/s/ Brad A. Jones
- ------------------------ Director March 31, 1998
Brad A. Jones
<PAGE>
/s/ Clyde R. King
- ------------------------ Director March 31, 1998
Clyde R. King
/s/ Allen D. Welker
- ------------------------ Director March 31, 1998
Allen D. Welker
</TABLE>
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
5 Opinion of Housley Kantarian & Bronstein, P.C. as
to the validity of the Common Stock being
registered
23.1 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5)
23.2 Consent of Larsson, Woodyard & Henson, LLP
24 Power of Attorney (contained in the signature
page to this registration statement)
99.1 Community Financial Corp. 1998 Reload Stock
Option Plan
99.2 First Amendment to the Community Financial Corp.
1998 Reload Stock Option Plan
99.3 Community Financial Corp. 1998 Reload Stock
Option Plan Trust Agreement Form
99.4 Form of Stock Option Agreement to be entered
into with Optionees with respect to Non-Incentive
Stock Options granted under the Community
Financial Corp. Reload 1998 Stock Option Plan
April 3, 1998
Board of Directors
Community Financial Corp.
240 E. Chestnut Street
Olney, Illinois 62450-2295
Re: Community Financial Corp. 1998 Reload Stock Option Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Community Financial
Corp., an Illinois Corporation (the "Company"), in connection
with the preparation of the Registration Statement on Form S-8
filed with the Securities and Exchange Commission (the
"Registration Statement") under the Securities Act of 1933, as
amended, relating to 23,606 shares of common stock, par value
$.01 per share (the "Common Stock") of the Company which may be
issued pursuant to the Community Financial Corp. 1998 Reload
Stock Option Plan (the "Plan"), all as more fully described in
the Registration Statement. You have requested the opinion of
this firm with respect to certain legal aspects of the proposed
offering.
We have examined such documents, records and matters of
law as we have deemed necessary for purposes of this opinion and
based thereon, we are of the opinion that the Common Stock when
issued pursuant to and in accordance with the terms of the Plan
will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement on Form S-8 and to
references to our firm included under the caption "Legal
Opinion" in the Prospectus which is part of the Registration
Statement.
Very truly yours,
Housley Kantarian & Bronstein, P.C.
By:/s/ J. Mark Poerio
------------------------------
J. Mark Poerio, Esquire
[LETTERHEAD OF LARSSON, WOODYARD & HENSON, LLP]
April 1, 1998
The Board of Directors
Community Financial Corp.
240 E. Chestnut Street
Olney, Illinois 62450-2295
Re: Registration Statement on Form S-8
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Community Financial Corp. 1998 Reload Stock Option
Plan
Ladies and Gentlemen:
We consent to incorporation by reference in this
Registration Statement on Form S-8 of Community Financial Corp.
of our report dated January 30, 1997, relating to the
consolidated statements of financial condition of Community
Financial Corp. and Subsidiary as of December 31, 1996 and 1995
and the related consolidated statements of income, stockholders'
equity and cash flows for each of the years in the three-year
period ended December 31, 1996, which report appears in the
December 31, 1996 annual report on Form 10-K of Community
Financial Corp. We also consent to the reference to our firm
under the caption "Experts" in the prospectus which is part of
the Registration Statement.
/s/ Larsson, Woodyard & Henson, LLP
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Larsson, Woodyard & Henson, LLP
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COMMUNITY FINANCIAL CORP.
1998 RELOAD STOCK OPTION PLAN
1. PURPOSE OF THE PLAN.
The purpose of this Plan is to advance the interests of the
Company through providing select key Employees and Directors of
the Bank, the Company, and their Affiliates with the opportunity
to acquire additional Shares through exercising existing stock
options granted under the Company's 1996 Stock Option and
Incentive Plan. By encouraging the immediate exercise of such
stock options, the Company seeks to encourage stock ownership by
Participants and to provide them with additional stock-based
incentives.
2. DEFINITIONS.
As used herein, the following definitions shall apply.
(a) "Affiliate" shall mean any "parent corporation" or
"subsidiary corporation" of the Company, as such terms are
defined in Section 424(e) and (f), respectively, of the Code.
(b) "Agreement" shall mean a written agreement entered
into in accordance with Paragraph 5(c).
(c) "Bank" shall mean Community Bank & Trust, N.A.
(d) "Board" shall mean the Board of Directors of the
Company.
(e) "Change in Control" shall mean any one of the
following events: (1) the acquisition of ownership, holding, or
power to vote more than 25% of the Bank's or the Company's
voting stock, (2) the acquisition of the ability to control the
election of a majority of the Bank's or the Company's directors,
(3) the acquisition of a controlling influence over the
management or policies of the Bank or the Company by any person
or by persons acting as a "group" (within the meaning of Section
13(d) of the Securities Exchange Act of 1934), or (4) during any
period of two consecutive years, individuals (the "Continuing
Directors") who at the beginning of such period constitute the
Board of Directors of the Company or the Bank (the "Existing
Board") cease for any reason to constitute at least two-thirds
thereof, provided that any individual whose election or
nomination for election as a member of the Existing Board was
approved by a vote of at least two-thirds of the Continuing
Directors then in office shall be considered a Continuing
Director. For purposes of this subparagraph only, the term
"person" refers to an individual or a corporation, partnership,
trust, association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or any other form of
entity not specifically listed herein. The decision of the
Committee as to whether a Change in Control has occurred shall
be conclusive and binding.
(f) "Code" shall mean the Internal Revenue Code of 1986,
as amended.
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(g) "Committee" shall mean the Stock Option Committee
under the Company's 1996 Stock Option and Incentive Plan,
provided that the Board may at any time act as the Committee
with respect to any action the Committee may to be pursuant to
the Plan.
(h) "Common Stock" shall mean the common stock, par value
$. 01 per share, of the Company.
(i) "Company" shall mean Community Financial Corp.
(j) "Continuous Service" shall mean the absence of any
interruption or termination of service as an Employee or a
Director of the Company or an Affiliate. Continuous Service
shall not be considered interrupted in the case of sick leave,
military leave or any other leave of absence approved by the
Company, in the case of transfers between payroll locations of
the Company or between the Company, an Affiliate or a successor,
or in the case of a Director's performance of services in an
emeritus or advisory capacity.
(k) "Director" shall mean any member of the Board
(excluding Directors Emeritus), and any member of the board of
directors of any Affiliate that the Board has by resolution
designated as being eligible for participation in this Plan.
(l) "Disability" means a physical or mental condition of a
Participant resulting from bodily injury, disease, or mental
disorder which renders him incapable of continuing any gainful
occupation and which condition constitutes total disability
under the Federal Social Security Acts.
(m) "Effective Date" shall mean January 1, 1998.
(n) "Employee" shall mean any person employed by the
Company, the Bank, or an Affiliate.
(o) "Exercise Price" shall mean the price per Optioned
Share at which a Reload Option may be exercised.
(p) "ISO" shall mean an option to purchase Common Stock
which meets the requirements set forth in the Plan, and which is
intended to be and is identified as an "incentive stock option"
within the meaning of Section 422 of the Code.
(q) "Market Value" shall mean the fair market value of the
Common Stock, as determined under Paragraph 7(b) hereof.
(r) "Non-Employee Director" shall have the meaning
provided in Rule 16b-3.
(s) "Non-ISO" means an option to purchase Common Stock
which meets the requirements set forth in the Plan but which is
not intended to be and is not identified as an ISO.
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(t) "Optioned Shares" shall mean Shares purchased pursuant
to the exercise of a Reload Option.
(u) "Participant" shall mean anyone to whom a Reload
Option is granted pursuant to the Plan.
(v) "Plan" shall mean this Community Financial Corp. 1998
Reload Stock Option Plan.
(w) "Reload Option" means an ISO or Non-ISO granted
pursuant to the Plan.
(x) "Rule 16b-3" shall mean Rule 16b-3 of the General
Rules and Regulations under the Securities Exchange Act of 1934,
as amended.
(y) "Share" shall mean one share of Common Stock.
(z) "Triggering Option" shall mean a stock option granted
under the Company's 1996 Stock Option and Incentive Plan
(whether such stock option is an ISO or a Non-ISO).
(aa) "Window Period" shall mean the 90-day period beginning
with the Effective Date.
3. TERM OF THE PLAN AND RELOAD OPTIONS.
(a) Term of the Plan. The Plan shall continue in effect
for a term of ten years from the Effective Date, unless sooner
terminated pursuant to Paragraph 14 hereof. No Reload Option
shall be granted under the Plan after ten years from the
Effective Date.
(b) Term of Reload Options. The term of each Reload
Option granted under the Plan shall be 10 years; provided,
however, that in the case of an Employee who owns Shares
representing more than 10% of the outstanding Common Stock at
the time an ISO is granted, the term of such ISO shall not
exceed five years.
4. SHARES SUBJECT TO THE PLAN.
Subject to the adjustments required under Paragraph 10, the
aggregate number of Shares deliverable pursuant to Reload
Options shall not exceed 23,606 Shares. Such Shares may either
be authorized but unissued Shares, Shares held in treasury, or
Shares held in a grantor trust created by the Company. If any
Reload Options should expire, become unexercisable, or be
forfeited for any reason without having been exercised, the
Optioned Shares shall, unless the Plan shall have been
terminated, be available for the grant of additional Reload
Options under the Plan.
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5. ADMINISTRATION OF THE PLAN.
(a) Composition of the Committee. The Plan shall be
administered by the Committee, which shall consist of not less
than two (2) members of the Board who are Non-Employee
Directors. Members of the Committee shall serve at the pleasure
of the Board. In the absence at any time of a duly appointed
Committee, the Plan shall be administered by the Board.
(b) Powers of the Committee. Except as limited by the
express provisions of the Plan or by resolutions adopted by the
Board, the Committee shall have sole and complete authority and
discretion (i) to select Participants, (ii) to determine the
form and content of Reload Options to be issued in the form of
Agreements under the Plan, (iii) to interpret the Plan, (iv) to
prescribe, amend and rescind rules and regulations relating to
the Plan, and (v) to make other determinations necessary or
advisable for the administration of the Plan. The Committee
shall have and may exercise such other power and authority as
may be delegated to it by the Board from time to time. A
majority of the entire Committee shall constitute a quorum and
the action of a majority of the members present at any meeting
at which a quorum is present, or acts approved in writing by a
majority of the Committee without a meeting, shall be deemed the
action of the Committee.
(c) Agreement. Each Reload Option shall be evidenced by a
written agreement containing such provisions as may be approved
by the Committee. Each such Agreement shall constitute a
binding contract between the Company and the Participant, and
every Participant, upon acceptance of such Agreement, shall be
bound by the terms and restrictions of the Plan and of such
Agreement. The terms of each such Agreement shall be in
accordance with the Plan, but each Agreement may include such
additional provisions and restrictions determined by the
Committee, in its discretion, provided that such additional
provisions and restrictions are not inconsistent with the terms
of the Plan. In particular, the Committee shall set forth in
each Agreement (i) the Exercise Price of a Reload Option, (ii)
the number of Shares subject to the Reload Option, (iii) the
manner, time, and rate (cumulative or otherwise) of exercise or
vesting of such Reload Option, (iv) the restrictions, if any, to
be placed upon such Reload Option, or upon Shares which may be
issued upon exercise of such Reload Option, and (v) its
expiration date. The Chairman of the Committee and such other
Directors and officers as shall be designated by the Committee
are hereby authorized to execute Agreements on behalf of the
Company and to cause them to be delivered to the recipients of
Reload Options.
(d) Effect of the Committee's Decisions. All decisions,
determinations and interpretations of the Committee shall be
final and conclusive on all persons affected thereby.
(e) Indemnification. In addition to such other rights of
indemnification as they may have, the members of the Committee
shall be indemnified by the Company in connection with any
claim, action, suit or proceeding relating to any action taken
or failure to act under or in connection with the Plan or any
Reload Option, granted hereunder to the full extent provided for
under the Company's governing instruments with respect to the
indemnification of Directors.
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6. GRANT OF RELOAD OPTIONS.
(a) Initial Grants. For each Share purchased upon the
exercise of a Triggering Option within the Window Period, the
Participant shall receive a Reload Option to purchase another
Share at an Exercise Price equal to the Market Value of the
underlying Shares on that date; provided that if the number of
Triggering Options exercised on any particular day during the
Window Period exceeds the number of Shares reserved for the
Participant under the Plan (as listed in Exhibit "A" hereof), no
further grants of Reload Options will be made to the Participant
during the Window Period.
(b) Grants of Reload Options after Window Period. To the
extent Shares authorized under Paragraph 4 remain or become
available for grants after expiration of the Window Period,
future grants of Reload Options shall be made only to
Participants who exercise all of their Triggering Options which
are exercisable during the Window Period. Any Shares that are
or become available for grants after the Window Period shall be
apportioned between those Participants based on the relative
number of Shares purchased during the Window Period.
(c) Pro Rata Adjustment on Depletion. Notwithstanding any
other Plan provision to the contrary, on the day on which the
Shares authorized under the Plan in Paragraph 4 are fully
depleted, any Participants exercising Reload Options and
determined to be entitled to a grant of Reload Options will have
their Reload Options reduced pro rata based on the number of
Optioned Shares purchased on that day.
(d) Terms of Grants. With respect to each of the
above-named Participants, the Reload Option granted to the
Participant hereunder (i) have an Exercise Price determined
pursuant to Paragraph 7 of the Plan, (ii) shall be ISOs to the
extent permitted where the Participant is an Employee, (iii)
shall be exercisable, in accordance with Paragraph 8(a), (iv)
shall have a term of ten years from the Effective Date, and (v)
shall be subject to the general rule set forth in Paragraph 8(c)
with respect to the effect of termination of a Participant's
Continuous Service on the Participant's right to exercise his or
her Reload Options. In addition, the exercise of a Reload
Option will not trigger another Reload Option grant.
7. EXERCISE PRICE FOR RELOAD OPTIONS.
(a) Limits on Committee Discretion. The Exercise Price as
to any particular Reload Option shall equal 100% of the Market
Value of the Optioned Shares on the date of grant. In the case
of an Employee who owns Shares representing more than 10% of the
Company's outstanding Shares of Common Stock at the time an ISO
is granted, the Exercise Price shall not be less than 110% of
the Market Value of the Optioned Shares at the time the ISO is
granted.
(b) Standards for Determining Exercise Price. If the Common
Stock is listed on a national securities exchange (including the
NASDAQ National Market System) on the date in question, then the
Market Value per Share shall be the average of the highest and
lowest selling price on such exchange on such date, or if there
were no sales on such date, then the Market Value
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shall be the mean between the bid and asked price on such date.
If the Common Stock is traded otherwise than on a national
securities exchange on the date in question, then the Market
Value per Share shall be the mean between the bid and asked
price on such date, or, if there is no bid and asked price on
such date, then on the next prior business day on which there
was a bid and asked price. If no such bid and asked price is
available, then the Market Value per Share shall be its fair
market value as determined by the Committee, in its sole and
absolute discretion.
8. EXERCISE OF RELOAD OPTIONS.
(a) Generally. Each Reload Option shall become fully
(100%) exercisable upon the first annual anniversary of its
grant date; provided that a Participant shall forfeit a Reload
Option if (1) the Participant's Continuous Service terminates
before the date on which the Reload Option first becomes fully
exercisable, or (2) the Participant sells any Shares within one
year of the date of grant of the Reload Option (unless said
Shares are sold to satisfy distribution requirements applicable
to individual retirement accounts pursuant to the Code and
treasury regulations thereunder). Notwithstanding the
foregoing, vesting shall automatically accelerate to 100% upon a
Participant's death, termination of Continuous Service at or
after age 65, or Disability.
(b) Procedure for Exercise. A Participant may exercise
Reload Options, subject to provisions relative to its
termination and limitations on its exercise, only by (1) written
notice of intent to exercise the Reload Option with respect to a
specified number of Shares, and (2) payment to the Company
(contemporaneously with delivery of such notice) in cash, in
Common Stock, or a combination of cash and Common Stock, of the
amount of the Exercise Price for the number of Shares with
respect to which the Reload Option is then being exercised.
Each such notice (and payment where required) shall be
delivered, or mailed by prepaid registered or certified mail,
addressed to the Treasurer of the Company at its executive
offices. Common Stock utilized in full or partial payment of
the Exercise Price for Reload Options shall be valued at its
Market Value at the date of exercise, and may consist of Shares
subject to the Reload Option being exercised.
(c) Period of Exercisability. Except to the extent
otherwise provided in the terms of an Agreement, a Reload Option
may be exercised only during a Participant's Continuous Service,
or within one year after termination of such Continuous Service
(but not later than the date on which the Reload Option would
otherwise expire), except if the Employee's or the Director's
Continuous Service terminates by reason of --
(1) "Just Cause" which for purposes hereof shall have
the meaning set forth in any unexpired employment or severance
agreement between the Participant and the Bank and/or the
Company (and, in the absence of any such agreement, shall mean
termination because of the Participant'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), then the Participant's rights to exercise such
Reload Option shall expire on the date of such termination; or
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(2) death, then to the extent that the Participant
would have been entitled to exercise the Reload Option
immediately prior to his death, such Reload Option of the
deceased Participant may be exercised within two years from the
date of his death (but not later than the date on which the
Reload Option would otherwise expire) by the personal
representatives of his estate or person or persons to whom his
rights under such Reload Option shall have passed by will or by
laws of descent and distribution.
(d) Mandatory Six-Month Holding Period. Notwithstanding
any other provision of this Plan to the contrary, Optioned
Shares may not be sold within the six-month period following the
grant of that Reload Option, provided that such six-month
holding period shall not apply in the event of a transaction
described in Paragraph 10(b) hereof.
9. CHANGE IN CONTROL.
Notwithstanding the provisions of any Reload Option which
provides for its exercise or vesting in installments, upon a
Change in Control or the execution of an agreement that would
effect a Change in Control, all Reload Options shall be
immediately exercisable and fully vested. With respect to
Reload Options, at the time of a Change in Control, the
Participant shall, at the discretion of the Committee, be
entitled to receive cash in an amount equal to the excess of the
Market Value of the Common Stock subject to such Reload Option
over the Exercise Price of such Shares, in exchange for the
cancellation of such Reload Options by the Participant.
10. EFFECT OF CHANGES IN COMMON STOCK SUBJECT
TO THE PLAN.
(a) Recapitalizations; Stock Splits, Etc. The number and
kind of shares reserved for issuance under the Plan, and the
number and kind of shares subject to outstanding Reload Options,
and the Exercise Price thereof, shall be proportionately
adjusted for any increase, decrease, change or exchange of
Shares for a different number or kind of shares or other
securities of the Company which results from a merger,
consolidation, recapitalization, reorganization,
reclassification, stock dividend, split-up, combination of
shares, or similar event in which the number or kind of shares
is changed without the receipt or payment of consideration by
the Company.
(b) Transactions in which the Company is Not the Surviving
Entity. In the event of (i) the liquidation or dissolution of
the Company, (ii) a merger or consolidation in which the Company
is not the surviving entity, or (iii) the sale or disposition of
all or substantially all of the Company's assets (any of the
foregoing to be referred to herein as a "Transaction"), all
outstanding Reload Options, together with the Exercise Price
thereof, shall be equitably adjusted for any change or exchange
of Shares for a different number or kind of shares or other
securities which results from the Transaction.
(c) Special Rule for ISOs. Any adjustment made pursuant
to subparagraphs (a) or (b) hereof shall be made in such a
manner as not to constitute a modification, within the meaning
of Section 424(h) of the Code, of outstanding ISOs.
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(d) Conditions and Restrictions on New, Additional, or
Different Shares or Securities. If, by reason of any adjustment
made pursuant to this Paragraph, a Participant becomes entitled
to new, additional, or different shares of stock or securities,
such new, additional, or different shares of stock or securities
shall thereupon be subject to all of the conditions and
restrictions which were applicable to the Shares pursuant to the
Reload Option before the adjustment was made.
(e) Other Issuances. Except as expressly provided in this
Paragraph, the issuance by the Company or an Affiliate of shares
of stock of any class, or of securities convertible into Shares
or stock of another class, for cash or property or for labor or
services either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, shall not affect, and no
adjustment shall be made with respect to, the number, class, or
Exercise Price of Shares then subject to Reload Options or
reserved for issuance under the Plan.
11. NON-TRANSFERABILITY OF RELOAD OPTIONS.
Reload Options may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other
than by will or by the laws of descent and distribution.
Notwithstanding the foregoing, or any other provision of this
Plan, a Participant who holds Non-ISOs may transfer such Non-
ISOs to his or her spouse, lineal ascendants, lineal
descendants, or to a duly established trust for the benefit of
one or more of these individuals. Non-ISOs so transferred may
thereafter be transferred only to the Participant who originally
received the grant or to an individual or trust to whom the
Participant could have initially transferred the Non-ISOs
pursuant to this Paragraph 11. Non-ISOs which are transferred
pursuant to this Paragraph 11 shall be exercisable by the
transferee according to the same terms and conditions as applied
to the Participant.
12. TIME OF GRANTING RELOAD OPTIONS.
The date of grant of a Reload Option shall, for all
purposes, be the date on which the Committee makes the
determination of granting such Reload Option. Notice of the
determination shall be given to each Participant to whom a
Reload Option is so granted within a reasonable time after the
date of such grant.
13. MODIFICATION OF RELOAD OPTIONS.
At any time, and from time to time, the Committee may
direct execution of an instrument providing for the modification
of any outstanding Reload Option, provided no such modification
shall confer on the holder of said Reload Option any right or
benefit which could not be conferred on him by the grant of a
new Reload Option at such time, or impair the Reload Option
without the consent of the holder of the Reload Option.
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14. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may from time to time amend the terms of the Plan
and, with respect to any Shares at the time not subject to
Reload Options, suspend or terminate the Plan. No amendment,
suspension or termination of the Plan shall, without the consent
of any affected holders of a Reload Option, alter or
impair any rights or obligations under any Reload Option
theretofore granted.
15. CONDITIONS UPON ISSUANCE OF SHARES.
(a) Compliance with Securities Laws. Shares of Common
Stock shall not be issued with respect to any Reload Option
unless the issuance and delivery of such Shares shall comply
with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the rules
and regulations promulgated thereunder, any applicable state
securities law, and the requirements of any stock exchange upon
which the Shares may then be listed.
(b) Special Circumstances. The inability of the Company
to obtain approval from any regulatory body or authority deemed
by the Company's counsel to be necessary to the lawful issuance
and sale of any Shares hereunder shall relieve the Company of
any liability in respect of the non-issuance or sale of such
Shares. As a condition to the exercise of a Reload Option, the
Company may require the person exercising the Reload Option to
make such representations and warranties as may be necessary to
assure the availability of an exemption from the registration
requirements of federal or state securities law.
(c) Committee Discretion. The Committee shall have the
discretionary authority to impose in Agreements such
restrictions on Shares as it may deem appropriate or desirable,
including but not limited to the authority to impose a right of
first refusal or to establish repurchase rights or both of these
restrictions.
16. RESERVATION OF SHARES.
The Company, during the term of the Plan, will reserve and
keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
17. WITHHOLDING TAX.
The Company's obligation to deliver Shares upon exercise of
Reload Options shall be subject to the Participant's
satisfaction of all applicable federal, state and local income
and employment tax withholding obligations. The Committee, in
its discretion, may permit the Participant to satisfy the
obligation, in whole or in part, by irrevocably electing to have
the Company withhold Shares, or to deliver to the Company Shares
that he already owns, having a value equal to the amount
required to be withheld. The value of the Shares to be
withheld, or delivered to the Company, shall be based on the
Market Value of the Shares on the date the amount of tax to be
withheld is to be determined. As an alternative, the Company
may retain, or
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sell without notice, a number of such Shares sufficient to cover
the amount required to be withheld.
18. NO EMPLOYMENT OR OTHER RIGHTS.
In no event shall an Employee's or Director's eligibility
to participate or participation in the Plan create or be deemed
to create any legal or equitable right of the Employee,
Director, or any other party to continue service with the
Company, the Bank, or any Affiliate of such corporations. No
Employee or Director shall have a right to be granted a Reload
Option or, having received a Reload Option, the right to again
be granted a Reload Option. However, an Employee or Director
who has been granted a Reload Option may, if otherwise eligible,
be granted additional Reload Options.
19. GOVERNING LAW.
The Plan shall be governed by and construed in accordance
with the laws of the State of Illinois, except to the extent
that federal law shall be deemed to apply.
10
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Exhibit "A"
COMMUNITY FINANCIAL CORP.
1998 RELOAD STOCK OPTION PLAN
_____________________________
First Amendment
_____________________________
WHEREAS, Community Financial Corp. (the "Company")
maintains the Community Financial Corp. 1998 Reload Stock Option
Plan (the "Plan"), and Paragraph 14 of the Plan authorizes the
Company's Board of Directors (the "Board") to amend the Plan
(subject to the consent of any adversely affected holder of a
stock option granted under the Plan); and
WHEREAS, the Board has determined that it is in the best
interests of the Company and its stockholders to amend the Plan
in order to redefine the window period within which reload
grants shall be made under the Plan; and
WHEREAS, the absence of any outstanding grants under the
Plan permits the Board to adopt this amendment unilaterally.
NOW, THEREFORE, the Plan shall be amended as follows,
effective immediately.
1. Paragraph 2(aa) of the Plan shall be revised in its
entirety to read and provide as follows:
(aa) "Window Period" shall mean the 90-day period
beginning April 1, 1998.
2. Nothing contained herein shall be held to alter, vary
or affect any of the terms, provisions, or conditions of the
Plan or any option agreement entered into thereunder, other than
as stated above.
WHEREFORE, on this 23rd day of March, 1998, the Company
hereby executes this First Amendment to the Plan.
COMMUNITY FINANCIAL CORP
By /s/ Shirley B. Kessler
----------------------
Its President
-------------
3/23/98
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Date Attest: Deborah L. Keller (Seal)
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COMMUNITY FINANCIAL CORP.
1998 RELOAD STOCK OPTION PLAN
_________________
TRUST AGREEMENT
_________________
This Agreement made this _____ day of ____________, 199__,
by and between Community Financial Corp. (the "Company") and
directors __________, _________, and __________ (acting by
majority, the "Trustee").
WHEREAS, the Company maintains the Community Financial
Corp. 1998 Reload Stock Option Plan (the "Plan") and has
incurred or expects to incur liability under the terms of the
Plan with respect to the individuals participating in the Plan
("Participants"); and
WHEREAS, the Company wishes to establish a trust (the
"Trust") and to contribute assets to the Trust that shall be
held therein, subject to the claims of the Company's general
creditors in the event of Insolvency, as defined in Section 3(a)
hereof, until paid to Participants and their beneficiaries in
such manner and at such times as specified in the Plan; and
WHEREAS, it is the intention of the Parties hereto that
this Trust shall constitute an unfunded arrangement and shall
not affect the status of the Plan as an unfunded plan maintained
for the purpose of providing compensation to a select group of
management or other highly compensated individuals for purposes
of Title I of the Employee Retirement Income Security Act of
1974; and
WHEREAS, it is the intention of the Company to make
contributions to the Trust to enable the Trust to fully fund its
liabilities under the Plan; and
WHEREAS, the Trust is intended to hold a number of shares
of the Company's common stock ("Common Stock") sufficient for
transfer to Participants as they exercise stock options granted
under the Plan; and
WHEREAS, the Company desires to establish a fund,
consisting of the cash dividends that have accumulated from the
shares held in the Trust, for the payment of discretionary cash
bonuses to employees of the Company and its subsidiaries.
NOW, THEREFORE, the Parties do hereby establish this Trust
and agree that the Trust shall be established and administered
as set forth herein:
Section 1. Establishment of Trust
----------------------------------
(a) The Company hereby deposits, or will shortly hereafter
deposit, with the Trustee in trust an amount expected to be
sufficient to permit the Trust to purchase up to 23,606 shares
of the Company's common stock ("Common Stock") either directly
from the Company or through open market purchases. Said amount
shall become the initial principal of the Trust to be held,
administered and dispersed by the Trustee as provided for in
this Trust Agreement.
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(b) The Trust shall be irrevocable.
(c) The Trust is intended to be a grantor trust, of which
the Company is the grantor, within the meaning of subpart E,
part I, subchapter J, chapter 1, subtitle A of the Internal
Revenue Code of 1986, as amended (the "Code"), and shall be
construed accordingly.
(d) The principal of the Trust, and any earnings thereon,
shall be held separate and apart from other funds of the Company
and shall be used exclusively for the uses and purposes of
Participants and general creditors as herein set forth.
Participants and their beneficiaries shall have no preferred
claim on, or any beneficial ownership interest in, any assets of
the Trust. Any rights created under the Plan and this Trust
Agreement shall be unsecured contractual rights of Participants
and their beneficiaries against the Company. Any assets held by
the Trust will be subject to the claims of the Company's general
creditors under federal and state law in the event of
Insolvency, as defined in Section 3(a) herein.
(e) The Company, in its sole discretion, may at any time,
or from time to time, make additional contributions of cash or
other assets to with the Trustee to augment the principal of the
Trust to be held, administered and dispersed by the Trustee as
provided for in this Trust Agreement. Neither the Trustee nor
any Participant or beneficiary shall have any right to compel
such additional contributions.
(f) Upon a Change in Control within the meaning of Section
13(f) hereof, the Company shall, as soon as possible but in no
event longer than ten business days after the Change in Control,
make an irrevocable contribution to this Trust in an amount that
is projected to be sufficient to pay each Participant the
benefits to which he or she is entitled pursuant to the Plan as
of the date of the Change in Control.
Section 2. Payments to Plan Participants and Their
Beneficiaries.
---------------------------------------------------
(a) The Company shall deliver to the Trustee a schedule
(the "Payment Schedule") that indicates the amounts payable in
respect of each Participant (and his or her beneficiaries), that
provides a formula or other instructions acceptable to the
Trustee for determining the amounts so payable, the form in
which such amount is to be paid (as provided for or available
under the Plan, and including transfers of Common Stock from the
Trust to Participants), and the date of commencement for payment
of such amounts. Except as otherwise provided herein, the
Trustee shall make payments to Participants and their
beneficiaries in accordance with such Payment Schedule. The
Trustee shall make provisions for the reporting and withholding
of any federal, state or local taxes that may be required to be
withheld with respect to the payment of benefits pursuant to the
terms of the Plan and shall pay amounts withheld to the
appropriate taxing authorities or determine that such amounts
have been reported, withheld and paid by the Company.
2<PAGE>
<PAGE>
(b) The entitlement of a Participant or his or her
beneficiaries to benefits under the Plan shall be determined by
the Company or such party as it may be designated under the
Plan, and any claim for such benefits shall be considered and
reviewed under the procedures set forth in the Plan.
(c) The Company may make payment of benefits directly to
Participants or their beneficiaries as they become due under the
terms of the Plan. The Company shall notify the Trustee of its
decision to make such payment of benefits prior to the time
amounts are payable to Participants or their beneficiaries. In
addition, if the principal of the Trust, and any earnings
thereon, are not sufficient to make payments of benefits in
accordance with the terms of the Plan, the Company shall make
the balance of each such payment as due. The Trustee shall
notify the Company when principal and earnings are insufficient
under the Payment Schedule.
Section 3. Trustee Responsibility Regarding Payments to
Trust Beneficiary When Company Is Insolvent.
--------------------------------------------------------
(a) The Trustee shall cease payment of benefits to
Participants and their beneficiaries if the Company is
Insolvent. The Company shall be considered "Insolvent" for
purposes of this Trust Agreement if (i) the Company is unable to
pay its debts as they become due, and (ii) the Company becomes
subject to a pending proceeding as a debtor under the United
States Bankruptcy Code.
(b) At all times during the existence of this Trust, as
provided in Section 1(d) hereof, the principal and income of the
Trust shall be subject to claims of general creditors of the
Company under federal and state law as set forth below.
(c) The Board of Directors and the Chief Executive Officer
of the Company shall have the duty to inform the Trustee in
writing of the Company's Insolvency. If a person claiming to be
a creditor of the Company alleges in writing to the Trustee that
the Company has become Insolvent, the Trustee shall determine
whether the Company is Insolvent and, pending such
determination, the Trustee shall discontinue payment of benefits
to Participants or their beneficiaries.
(1) Unless the Trustee has actual knowledge of the
Company's Insolvency, or has received notice from the Company or
a person claiming to be a creditor alleging that the Company is
Insolvent, the Trustee shall have no duty to inquire whether the
Company is Insolvent. The Trustee may in all events rely on
such evidence concerning the Company's solvency as may be
furnished to the Trustee and that provides the Trustee with a
reasonable basis for making a determination concerning the
Company's solvency.
3<PAGE>
<PAGE>
(2) If at any time the Trustee has determined that
the Company is Insolvent, the Trustee shall discontinue payments
to Plan participants or their beneficiaries, shall liquidate the
Trust's investment in Common Stock, and shall hold the assets of
the Trust for the benefit of the Company's general creditors.
Nothing in this Trust Agreement shall in any way diminish any
rights of Participants or their beneficiaries as general
creditors of the Company with respect to benefits due under the
Plan or otherwise.
(3) The Trustee shall resume the payment of benefits
to Participants or their beneficiaries in accordance with
Section 2 of this Trust Agreement only after the Trustee has
determined that the Company is not Insolvent (or is no longer
Insolvent).
(d) Provided that there are sufficient assets, if the
Trustee discontinues the payment of benefits from the Trust
pursuant to Section 3(b) hereof and subsequently resumes such
payments, the first payment following such discontinuance shall
include the aggregate amount of all payments due to Participants
or their beneficiaries under the terms of the Plan for the
period of such discontinuance, less the aggregate amount of any
payments made to Participants or their beneficiaries by the
Company in lieu of the payments provided for hereunder during
any such period of discontinuance.
Section 4. Payments to the Company.
------------------------------------
Except as provided in Section 3 hereof, the Company shall
have no right or power to direct the Trustee to return to the
Company or to divert to others any of the Trust assets before
all payment of benefits have been made to Plan Participants and
their beneficiaries pursuant to the terms of the Plan.
Section 5. Investment Authority.
---------------------------------
(a) The Trustee shall have the sole discretion as to the
investment of Trust assets, except that to the extent reasonably
practicable, the Trustee shall invest all assets of the Trust in
Common Stock; provided that the Trust shall not purchase, in the
aggregate, more than 23,606 shares of Common Stock.
(b) All rights associated with assets of the Trust shall
be exercised by the Trustee or the person designated by the
Trustee, and shall in no event be exercisable by or rest with
Participants, except that voting rights with respect to any
Common Stock held by the Trust will be exercised in accordance
with the terms and conditions for the exercise of voting rights
of unallocated shares under the Company's Employee Stock
Ownership Plan, as in effect on the date hereof.
(c) Subject to applicable federal and state securities
laws, if for any reason the Trustee determines that it is
appropriate to sell shares of Common Stock, the Trustee shall
sell such shares by (i) giving each Participant 20 business days
within which to purchase, at fair market value, all or part of
any shares of Common Stock that the Trustee holds for the
benefit of the Participant, and (ii) to the extent purchases by
Participants are insufficient to eliminate the Trust's excess
4<PAGE>
<PAGE>
holdings of Common Stock, to offer to sell, and to sell, all or
any part of the excess shares held by the Trust to the following
purchasers, in order of priority: first, the Company; second,
any benefit plan maintained by the Company or Community Bank &
Trust, N.A. (the "Bank"); third, current directors of the
Company or the Bank; fourth, current officers of the Company or
the Bank; and fifth, members of the general public (through
sales on the open market).
Section 6. Disposition of Income.
----------------------------------
During the term of this Trust, all income received by the
Trust, net of expenses and taxes, shall be accumulated and
reinvested.
Section 7. Accounting by Trustee.
----------------------------------
The Trustee shall keep accurate and detailed records of all
investments, receipts, disbursements, of all transactions,
including such specific records as shall be agreed upon in
writing between the Company and the Trustee. Within 60 days
following the close of each December 31 and within 20 days after
the removal or resignation of the Trustee, the Trustee shall
deliver to the Company a written account of its administration
of the Trust during such year or during the period from the
close of the last preceding year to the date of such removal or
resignation, reflecting all investments, receipts, disbursements
and other transactions effected by it, including a description
of all securities and investments purchased and sold with the
cost or net proceeds of such purchases or sales (accrued
interest paid or receivable recorded separately), and reflecting
all cash, securities and other property held in the Trust at the
end of such year or as of the date of such removal or
resignation, as applicable.
Section 8. Responsibility of Trustee.
--------------------------------------
(a) The Trustee shall act with the care, skill, prudence
and diligence under the circumstances then prevailing that a
prudent person acting in like capacity and familiar with such
matters would use in the conduct of an enterprise of a like
character and with like objectives, provided, however, that the
Trustee shall incur no liability to any person for any action
taken pursuant to a direction, request or approval given by the
Company which is contemplated by, and in conformity with, the
terms of the Plan or this Trust Agreement and is given in
writing by the Company. In the event of a dispute between the
Company and a party, the Trustee may apply to a court of
competent jurisdiction to resolve the dispute.
(b) If the Trustee undertakes or defends any litigation
arising in connection with this Trust, the Company agrees to
indemnify the Trustee against Trustee's costs, expenses and
liabilities (including, without limitation, attorneys' fees and
expenses) relating thereto and to be primarily liable for such
payments, except in those cases where the Trustee shall have
been found by a court of competent jurisdiction to have acted
with gross negligence or willful misconduct. If the Company
does not pay such costs, expenses and liabilities in a
reasonably timely manner, the Trustee may obtain payment from
the Trust.
5<PAGE>
<PAGE>
(c) The Trustee may consult with legal counsel with
respect to any of its duties or obligations hereunder.
(d) The Trustee may hire agents, accountants, actuaries,
investment advisors, financial consultants or other
professionals to assist it in performing any of its duties or
obligations hereunder.
(e) The Trustee shall have, without exclusion, all powers
conferred on trustees by applicable law, unless expressly
provided otherwise herein, provided, however, that if an
insurance policy is held as an asset of the Trust, the Trustee
shall have no power to name a beneficiary of the policy other
than the Trust, to assign the policy (as distinct from
conversion of the policy to a different form) other than to a
successor Trustee, or to loan to any person the proceeds of any
borrowing against such policy.
(f) Notwithstanding any powers granted to the Trustee
pursuant to this Trust Agreement or to applicable law, the
Trustee shall not have any power that may accord the Trust the
authority to engage in a business and to receive the gains
therefrom, within the meaning of Section 301.7701-2 of the
Procedure and Administrative Regulations promulgated pursuant to
the Code.
Section 9. Compensation and Expenses of Trustee.
-------------------------------------------------
The Company shall pay all administrative expenses and the
Trustee's fees and expenses relating to the Plan and this Trust.
If not so paid, the fees and expenses shall be paid from the
Trust.
Section 10. Resignation and Removal of Trustee.
------------------------------------------------
The Trustee may resign at any time by written notice to the
Company, which resignation shall be effective 30 days after the
Company receives such notice (unless the Company and the Trustee
agree otherwise). The Trustee may be removed by the Company on
30 days notice or upon shorter notice accepted by the Trustee,
but only if each Participant (and each beneficiary in pay
status) consents in writing to such removal.
If the Trustee resigns or is removed, a successor shall be
appointed, in accordance with Section 11 hereof, by the
effective date or resignation or removal under this section. If
no such appointment has been made, the Trustee may apply to a
court of competent jurisdiction for appointment of a successor
or for instructions. All expenses of the Trustee in connection
with the proceeding shall be allowed as administrative expenses
of the Trust. Upon resignation or removal of the Trustee and
appointment of a Successor Trustee, all assets shall
subsequently be transferred to the Successor Trustee. The
transfer shall be completed within 60 days after receipt of
notice of resignation, removal or transfer, unless the Company
extends the time for such transfer.
6<PAGE>
<PAGE>
Section 11. Appointment of Successor.
--------------------------------------
If the Trustee resigns or is removed in accordance with
Section 10 hereof, the Company may appoint any other party as a
successor to replace the Trustee upon resignation or removal.
The appointment shall be effective when accepted in writing by
the new trustee, who shall have all of the rights and powers of
the former trustee, including ownership rights in the Trust
assets. The former trustee shall execute any instrument
necessary or reasonably requested by the Company or the
Successor Trustee to evidence the transfer.
Notwithstanding the foregoing, if the Trustee resigns or is
removed following a Change in Control, the Trustee that has
resigned or is being removed shall appoint as its successor a
third party financial institution that has trust powers and is
independent of and unrelated to the entity that has acquired or
otherwise obtained control of the Company.
A Successor Trustee need not examine the records and acts
of any prior trustee and may retain or dispose of existing Trust
assets, subject to Sections 7 and 8 hereof. The Successor
Trustee shall not be responsible for, and the Company shall
indemnify and defend the Successor Trustee from, any claim or
liability resulting from any action or inaction of any prior
trustee or from any other past event, or any condition existing
at the time it becomes Successor Trustee.
Section 12. Amendment or Termination.
--------------------------------------
(a) This Trust Agreement may be amended by a written
instrument executed by the Trustee and the Company, provided
that no such amendment shall either conflict with the terms of
the Plan, or make the Trust revocable.
(b) The Trust shall not terminate until the date on which
no Participant or his or her beneficiaries is entitled to
benefits pursuant to the terms hereof or of the Plan. Upon
termination of the Trust, the Trustee shall return any assets
remaining in the Trust to the Company.
(c) Upon written approval of all Participants (or their
beneficiaries if they are then entitled to payment of benefits),
the Company may terminate this Trust prior to the time all
benefit payments under the Plan have been made. All assets in
the Trust at termination shall be returned to the Company.
Section 13. Miscellaneous.
---------------------------
(a) Any provision of this Trust Agreement prohibited by
law shall be ineffective to the extent of any such prohibition,
without invalidating the remaining provisions hereof.
(b) Benefits payable to Participants and their
beneficiaries under this Trust Agreement may not be anticipated,
assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to attachment, garnishment, levy,
execution or other legal or equitable process, except pursuant
to the terms of the Plan and this Trust Agreement.
7<PAGE>
<PAGE>
(c) This Trust Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois,
to the extent not preempted by federal law.
(d) The Trustee agrees to be bound by the terms of the
Plan, as in effect from time to time.
(e) The Trustee shall act by vote or written consent of a
majority of its then duly-appointed members.
(f) "Change in Control" is defined in Paragraph 2(e) of
the Plan, and shall be defined in the same manner for purposes
of this Trust. Any amendment to said Plan that modifies said
definition shall be deemed to apply with equal force, effect,
and timing to the definition of Change in Control for purposes
of this Trust, except that a modification that may adversely
affect a Participant shall be ineffectual as to the Participant
unless he or she consents in writing to be bound by the
modification.
Section 14. Effective Date.
----------------------------
The effective date of this Trust shall be the date of
execution designated below.
8<PAGE>
<PAGE>
IN WITNESS WHEREOF, the Company, by its duly authorized
officer, has caused this Agreement to be executed, and its
corporate seal affixed, and the undersigned Trustees have
executed this Trust Agreement, this _____ day of __________,
199__.
ATTEST: COMMUNITY FINANCIAL CORP.
____________________ By ______________________
Its President
ATTEST:
____________________ _________________________
Trustee
____________________ _________________________
Trustee
____________________ _________________________
Trustee
9
<PAGE>
STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
COMMUNITY FINANCIAL CORP.
1998 RELOAD STOCK OPTION PLAN
STOCK OPTION for a total of _____ shares of Common Stock,
par value $.01 per share, of Community Financial Corp. (the
"Company") is hereby granted to _______________ (the "Optionee")
at the price set forth herein, and in all respects subject to
the terms, definitions and provisions of the Community Financial
Corp. 1998 Reload Stock Option Plan (the "Plan") which has been
adopted by the Company and which is incorporated by reference
herein, receipt of which is hereby acknowledged. Such Stock
Options do not comply with Options granted under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
1. Option Price. The option price is $_____ for each
share, being 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this
Option.
2. Exercise of Option. This Option shall be exercisable
in accordance with provisions of the Plan as follows:
(i) Schedule of rights to exercise. This Option will
become fully (100%) exercisable upon the first annual
anniversary of the grant date; provided that the Optionee shall
forfeit this Option if (1) the Optionee's continuous service as
an employee or a director terminates before the date this Option
first becomes fully exercisable, or (2) the Optionee sells any
shares of Common Stock within one year of the date of grant of
this Option (unless said shares are sold to satisfy distribution
requirements to individual retirement accounts applicable to the
Code and treasury regulations thereunder).
(ii) Method of Exercise. This Option shall be exercisable
by a written notice which shall:
(a) state the election to exercise the Option, the number
of shares with respect to which it is being exercised, the
person in whose name the stock certificate or certificates
for such shares of Common Stock is to be registered, his
address and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of such
persons);
(b) contain such representations and agreements as to the
holders' investment intent with respect to such shares of
Common Stock as may be satisfactory to the Company's
counsel;
(c) be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised
by any person or persons other than the Optionee, be
accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to
exercise the Option; and
(d) be in writing and delivered in person or by certified
mail to the Treasurer of the Company.
<PAGE>
<PAGE>
Non-ISO Agreement
Page 2
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by cash, Common
Stock, or such combination of cash and Common Stock as the
Optionee elects. In addition, the Optionee may elect to pay for
all or part of the exercise price of the shares by having the
Company withhold a number of shares having a fair market value
equal to the exercise price. The certificate or certificates
for shares of Common Stock as to which the Option shall be
exercised shall be registered in the name of the person or
persons exercising the Option.
(iii) Restrictions on exercise. The Option may not be
exercised if the issuance of the shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to
his exercise of this Option, the Company may require the person
exercising this Option to make any representation and warranty
to the Company as may be required by any applicable law or
regulation.
3. Withholding. The Optionee hereby agrees that the
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution, or pursuant to a "qualified domestic
relations order" (within the meaning of Section 414(p) of the
Code and the regulations and rulings thereunder). The terms of
this Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee. Notwithstanding
any other terms of this agreement, to the extent permissible
under Rule 16b-3 of the Securities Exchange Act of 1934, as
amended, this Option may be transferred to the Optionee's
spouse, lineal ascendants, lineal descendants, or to a duly
established trust, provided that such transferee shall be
permitted to exercise this Option subject to the same terms and
conditions applicable to the Optionee.
5. Term of Option. This Option may not be exercisable
for more than ten years from the date of grant of this Option,
as set forth below, and may be exercised during such term only
in accordance with the Plan and the terms of this Option.
COMMUNITY FINANCIAL CORP.
1998 RELOAD STOCK OPTION
PLAN COMMITTEE
___________________ By ________________________
Date of Grant
Attest ________________(Seal)
<PAGE>
<PAGE>
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
COMMUNITY FINANCIAL CORP.
1998 RELOAD STOCK OPTION PLAN
______________________
Date
Treasurer
Community Financial Corp.
240 E. Chestnut Street
Olney, Illinois 62450-2295
Re: Community Financial Corp. 1998 Reload Stock Option
Plan
Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock
Option to purchase ________ shares, par value $.01, of Common
Stock of Community Financial Corp. under and pursuant to a Stock
Option Agreement dated _________________, 199__.
Delivered herewith is a certified or bank cashier's or
tellers check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$_____ of cash or check
$_____ in the form of _______ shares of Common
Stock, valued at $_____ per share
$_____ in the form of the Company's withholding of
_______ shares of Common Stock, valued at
$_____ per share, that are subject to this
Option
$ Total
=====
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person is as follows:
Name __________________________________________________________
Address _______________________________________________________
Social Security Number ________________________________________
Very truly yours,
___________________________
