<PAGE> 1
As filed with the Securities and Exchange Commission on November 5, 1996.
Registration No. 333-
- --------------------------------------------------------------------------------
Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THREE RIVERS FINANCIAL CORPORATION
----------------------------------
(Exact name of registrant as specified in its charter)
Delaware 38-3235452
---------------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
123 Portage Avenue
Three Rivers, Michigan 49093
---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Stock Option and Incentive Plan
Recognition and Retention Plan and Trust
(Full title of plans)
G. Richard Gatton
President and Chief Executive Officer
Three Rivers Financial Corporation
123 Portage Avenue
Three Rivers, Michigan 49093
-----------------------------
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (616) 279-5117
WITH A COPY TO:
Edward L. Lublin, Esq.
Manatt, Phelps & Phillips, LLP
1501 M Street, N.W., Suite 700
Washington, D.C. 20005
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE (1) PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Option and Incentive Plan 85,962 $ 13.00 $ 1,117,506 $ 385.35
Recognition and Retention Plan and Trust 34,385 $ 13.00 $ 447,005 $ 754.14
TOTAL 120,347 $ 13.00 $ 1,564,511 $ 540.00
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein and
such indeterminate number of shares as may become available as a result of the
adjustment provisions thereof.
(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. On October 30, 1996, the latest date a trade was reported,
the average of the high and low prices for the Registrant's shares of Common
Stock as reported on the American Stock Exchange was $13.00.
<PAGE> 2
PART I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information
Not filed with the Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not filed with the Registration Statement.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by Three Rivers Financial Corporation (the
"Registrant") with the Commission are incorporated in this Registration
Statement by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996 filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since June 30, 1996.
(c) The description of the class of securities which is contained in the
Registrant's Registration Statement on Form 8-A, as amended, including any
amendment or report filed for the purpose of updating such information.
All other documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicate 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.
Any statement made 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 is also incorporated or
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.
Item 5. Interests of Named Experts and Counsel
Not applicable.
2
<PAGE> 3
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacities as such.
Section 145. INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE. (a)
A corporation shall have power to 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, 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 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 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 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 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 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 reasonable cause to
believe that his conduct was unlawful.
(b) A corporation shall have the power to
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 he 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 him in connection with the defense
or settlement of such action or suit if he acted
in good faith and in a manner he reasonably
believed to be in or not opposed to the best
interests of the corporation and except that no
indemnification shall be made in respect of any
claim, issue or matter as to which such person
shall have been adjudged to be liable to the
corporation unless and only to the extent that
the Court of Chancery or 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 which the Court of Chancery or such
other 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
defense of any action, suit or proceeding
referred to in subsections (a) and (b), or in
defense of any claim, issue or matter therein,
he shall be indemnified against expenses
(including attorneys' fees) actually and
reasonably incurred by him 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 has met the applicable standard of
conduct set forth in subsections (a) and (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 a quorum of disinterested
directors so directs, by independent legal
counsel in a written opinion, or (3) by the
stockholders.
3
<PAGE> 4
(e) Expenses (including attorneys' fees)
incurred by an officer or director in defending
any civil, criminal, administrative or
investigative 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 such director or officer to repay such amount
if it shall ultimately be determined that he is
not entitled to be indemnified by the
corporation as authorized in this Section. Such
expenses (including attorneys' fees) incurred by
other employees and agents may be so paid upon
such terms and conditions, if any, as the board
of directors deems appropriate.
(f) The indemnification and advancement of
expenses provided by, or granted pursuant to,
the other 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 bylaw,
agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his
official capacity and as to action in another
capacity while holding such office.
(g) A corporation shall have power to
purchase and maintain insurance 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,
trust or other enterprise against any liability
asserted against him and 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 this section.
(h) For purposes of this Section,
references to "the corporation" shall include,
in addition to the resulting corporation, any
constituent corporation (including any
constituent of a constituent) absorbed in a
consolidation or merger, if its separate
existence had continued, would have had power
and authority to indemnify its director,
officers, and employees or agents, so that any
person who is or was a director, officer,
employee or agent of such constituent
corporation, or is or was serving at the request
of such constituent 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 resulting or surviving
corporation as he would have with respect to
such constituent corporation if its separate
existence had continued.
(i) 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 an 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; and a person
who acted in good faith and in a manner he
reasonably believed to be in the interest of the
participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the
corporation" as referred to in this Section.
(j) The indemnification and advancement of
expenses provided by, or granted pursuant to,
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
such a person.
Article XVII of the Company's Certificate 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 as such.
4
<PAGE> 5
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
5.1 Opinion of Manatt, Phelps & Phillips, LLP
23.1 Consent of Manatt, Phelps & Phillips, LLP (included in
Exhibit 5.1)
23.2 Consent of Crowe, Chizek and Company, LLP
25.1 Power of Attorney (included on signature page hereof)
99.1 Stock Option and Incentive Plan
99.2 Recognition and Retention Plan and Trust
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:
(a) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(b) 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;
(c) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement.
Provided, however, that paragraphs 1(a) and 1(b) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13 or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
5
<PAGE> 6
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 such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person 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.
6
<PAGE> 7
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 of filing of 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 Three Rivers, State of Michigan on November 5,
1996.
THREE RIVERS FINANCIAL CORPORATION
By /s/ G. Richard Gatton
-----------------------------
G. Richard Gatton
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints G. Richard Gatton and Martha Romig his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration
Statement, and to file the same with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ G. Richard Gatton President, Chief Executive Officer November 5, 1996
- ----------------------- and Director (Principal Executive Officer)
G. Richard Gatton
/s/ Martha Romig Senior Vice President, Chief Financial Officer November 5, 1996
- ----------------------- Secretary and Treasurer
Martha Romig (Principal Financial and Accounting Officer)
/s/ Stephen R. Olson Chairman of the Board November 5, 1996
- -----------------------
Stephen R. Olson
Director November __, 1996
- -----------------------
Larry A. Clark
/s/ G. Verglea Gotfryd Director November 5, 1996
- -----------------------
G. Verglea Gotfryd
/s/ Philip Halverson Director November 5, 1996
- -----------------------
Philip Halverson
/s/ John A. Mathews Director November 5, 1996
- -----------------------
John A. Mathews
Director November __, 1996
- -----------------------
Thomas O. Monroe, Sr.
</TABLE>
7
<PAGE> 8
EXHIBIT INDEX
5.1 Opinion of Manatt, Phelps & Phillips, LLP
23.1 Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1)
23.2 Consent of Crowe, Chizek and Company, LLP
25.1 Power of Attorney (included on signature page hereof)
99.1 Stock Option and Incentive Plan
99.2 Recognition and Retention Plan and Trust
8
<PAGE> 1
EXHIBIT 5.1
[MANATT, PHELPS & PHILLIPS, LLP LETTERHEAD]
November 5, 1996
Three Rivers Financial Corporation
123 Portage Avenue
Three Rivers, Michigan 49093
RE: THREE RIVERS FINANCIAL CORPORATION
REGISTRATION STATEMENT ON FORM S-8
REGISTERING SHARES ISSUABLE UNDER THE
STOCK OPTION AND INCENTIVE PLAN AND THE
RECOGNITION AND RETENTION PLAN AND TRUST
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") being filed by Three Rivers Financial
Corporation ("Company") with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended,
of up to 120,347 shares of the Common Stock, par value $.01 per share, of the
Company which may be issued pursuant to the exercise of options and grant of
restricted shares under the Company's Stock Option and Incentive Plan and
Recognition and Retention Plan and Trust (the "Plans").
We have examined such instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity
to the originals of all documents submitted to us as copies.
Based on such examination, we are of the opinion that the 120,347 shares
of Common Stock which may be issued upon exercise of options and grant of
restricted shares under the Plans are duly authorized shares of the Company's
Common Stock, and, when issued against payment of the purchase price therefor
in accordance with the provisions of the Plans, will be validly issued, fully
paid and non-assessable.
This opinion is issued to you solely for use in connection with the
Registration Statement on Form S-8 and is not to be quoted or otherwise
referred to in any financial statements of the Company or related document, nor
is it to be filed with or furnished to any government agency or other person,
without the prior written consent of this Firm.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 which is being filed on behalf of the
Company in connection with the registration of the aforementioned shares of
Common Stock under the Securities Act of 1933, as amended.
Very truly yours,
MANATT, PHELPS & PHILLIPS, LLP
<PAGE> 1
EXHIBIT 23.2
We consent to the incorporation by reference in the registration statement of
Three Rivers Financial Corporation on Form S-8 (re: Stock Option and Incentive
Plan and Recognition and Retention Plan and Trust) of our report dated August
9, 1996, on our audit of the consolidated financial statements of Three Rivers
Financial Corporation as of June 30, 1996 and for the year ended June 30, 1996,
which report is incorporated by reference in Three Rivers Financial
Corporation's 1996 Annual Report on Form 10-K.
Crowe, Chizek and Company, LLP
South Bend, Indiana
November 5, 1996
<PAGE> 1
EXHIBIT 99.1
THREE RIVERS FINANCIAL CORPORATION
STOCK OPTION AND INCENTIVE PLAN
1. PURPOSE OF THE PLAN.
The purpose of this Three Rivers Financial Corporation Stock Option and
Incentive Plan (the "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 Shares. By encouraging such
stock ownership, the Company seeks to attract, retain and motivate the best
available personnel for positions of substantial responsibility and to provide
additional incentive to Directors and key Employees of the Company or any
Affiliate to promote the success of the business. In accordance with
regulations of the Office of Thrift Supervision ("OTS"), no individual employee
of the Company or the Bank may receive more than 25% of the available Awards
under this Plan. In addition, directors who are not employees may not receive
more than 5% individually or 30% in the aggregate of the available Awards under
this Plan.
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, and any other subsidiary corporations of a
parent corporation of the Company.
(b) "Agreement" shall mean a written agreement entered into in accordance
with Paragraph 5(c).
(c) "Awards" shall mean, collectively, Options and SARs, unless the
context clearly indicates a different meaning.
(d) "Bank" shall mean First Savings Bank, A Federal Savings Bank.
(e) "Board" shall mean the Board of Directors of the Company.
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(g) "Committee" shall mean the Stock Option Committee appointed by the
Board in accordance with Paragraph 5(a) hereof.
(h) "Common Stock" shall mean the common stock, par value $.01 per share,
of the Company.
(i) "Company" shall mean Three Rivers Financial Corporation.
(j) "Continuous Service" shall mean the absence of any interruption or
termination of service as an Employee or 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 or in the case of transfers between payroll locations of the Company or
between the Company, an Affiliate or a successor.
(k) "Control" shall have the meaning ascribed to such term in 12 C.F.R.,
Part 574.
(l) "Director" shall mean any member of the Board, 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.
(m) "Disinterested Person" shall mean any member of the Board who, at the
time discretion under the Plan is exercised, is a "disinterested person" within
the meaning of Rule 16b-3.
<PAGE> 2
(n) "Effective Date" shall mean the date specified in Paragraph 15 hereof.
(o) "Employee" shall mean any person employed by the Company, the Bank or
an Affiliate who is an employee for federal tax purposes.
(p) "Exercise Price" shall mean the price per Optioned Share at which an
Option may be exercised.
(q) "ISO" means 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.
(r) "Market Value" shall mean the fair market value of the Common Stock,
as determined under Paragraph 7(b) hereof.
(s) "Measurement Price" shall mean the price of the Common Stock to be
utilized to determine the extent of stock appreciation. The Measurement Price
as to any particular SAR shall not be less than the market value of the
Optioned Shares on the date of grant.
(t) "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.
(u) "Option" means an ISO and/or a Non-ISO.
(v) "Optioned Shares" shall mean Shares subject to an Award granted
pursuant to this Plan.
(w) "Participant" shall mean any key Employee or other person who receives
an Award pursuant to the Plan.
(x) "Plan" shall mean this Three Rivers Financial Corporation Stock Option
and Incentive Plan.
(y) "Rule 16b-3" shall mean Rule 16b-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended.
(z) "Share" shall mean one share of Common Stock.
(aa) "SAR" (or "Stock Appreciation Right") means a right to receive the
appreciation in value, or a portion of the appreciation in value, of a
specified number of shares of Common Stock.
3. TERM OF THE PLAN AND AWARDS.
(a) Term of the Plan. The Plan shall continue in effect for a term of 10
years from the Effective Date or the date the Plan is adopted by the Board
(whichever period ends earlier), unless sooner terminated pursuant to Paragraph
17 hereof. No Award shall be granted under the Plan after such ten year term.
(b) Term of Awards. The term of each Award granted under the Plan shall
be established by the Committee, but shall not exceed 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, subject to the provisions of Section 8(e)
hereof.
4. SHARES SUBJECT TO THE PLAN.
(a) General Rule. Except as otherwise required by the provisions of
Paragraph 12 hereof, the aggregate number of Shares deliverable pursuant to
Awards shall not exceed 85,962 Shares, which equals 10% of the Shares issued in
the Bank's conversion from mutual-to-stock form. Such Shares may either be
authorized but unissued Shares or Shares held in treasury. If any Awards
should expire, become unexercisable, or be forfeited for any reason without
having been exercised
2
<PAGE> 3
or become vested in full, the Optioned Shares shall, unless the Plan shall have
been terminated, be available for the grant of additional Awards under the
Plan.
(b) Special Rule for SARs. The number of Shares with respect to which a
SAR is granted, but not the number of Shares which the Company delivers or
could deliver to an Employee or individual upon exercise of a SAR, shall be
charged against the aggregate number of Shares remaining available under the
Plan; provided, however, that in the case of a SAR granted in conjunction with
an option, under circumstances in which the exercise of the SAR results in
termination of the Option and vice versa, only the number of Shares subject to
the Option shall be charged against the aggregate number of Shares remaining
available under the Plan. The Shares involved in an Option as to which option
rights have terminated by reason of the exercise of a related SAR, as provided
in Paragraph 10 hereof, shall not be available for the grant of further Options
under the Plan.
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 three (3) members of the Board
who are Disinterested Persons. 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 those members of the Board who are
Disinterested Persons.
(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, subject to compliance with
applicable OTS regulations (i) to select Participants and grant Awards, (ii) to
determine the form and content of Awards 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 Award 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, subject to compliance with applicable OTS
regulations, 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 an Option or SAR, (ii)
the number of Shares subject to, and the expiration date of, the Award, (iii)
the manner, time and rate (cumulative or otherwise) of exercise or vesting of
such Award, (iv) the restrictions, if any, to be placed upon such Award, or
upon Shares which may be issued upon exercise of such Award, and (v) whether
the Option is intended to be an ISO or a Non-ISO.
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 Awards.
(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
Award, 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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<PAGE> 4
6. GRANT OF OPTIONS.
(a) General Rule. Only key Employees shall be eligible to receive
discretionary grants of Options pursuant to the Plan. Non-Employee Directors
shall be ineligible to receive discretionary grants of Options (or other
Awards), but shall receive formula grants pursuant to Paragraph 9 hereof.
(b) Automatic Grants to Certain Key Employees. On the Effective Date,
each of the following key Employees shall receive an Option (in the form of an
ISO, to the extent permissible) to purchase the number of Shares listed below,
at an Exercise Price per Share equal to the Market Value of a Share on the
Effective Date; provided that such grant shall not be made to an Employee whose
Continuous Service terminates on or before the Effective Date:
Percentage of Shares
Optionee Reserved under Paragraph 4(a)
-------- -----------------------------
G. Richard Gatton 23.1%
Martha Romig 15.4%
R. Orville Poling 10.5%
William Cody 8.5%
Susan Hotovy 1.5%
With respect to each of the above-named Optionees, the Option granted to
the optionee hereunder (i) shall become vested and exercisable, on a cumulative
basis, with respect to 20% of the Optioned Shares upon each of the first five
anniversary dates of the date of grant, provided that vesting shall not occur
on a particular date if the Optionee's Continuous Service has terminated on or
before such date, (ii) shall have a term of 10 years from the date of the
Award, and (iii) shall be subject to the general rule set forth in Paragraph
8(c) with respect to the effect of an optionee's termination of Continuous
Service on the Optionee's right to exercise his Options.
(c) Special Rules for ISOs. The aggregate Market Value, as of the date
the option is granted, of the Shares with respect to which ISOs are exercisable
for the first time by an Employee during any calendar year (under all incentive
stock option plans, as defined in Section 422 of the Code, of the Company or
any present or future Parent or Subsidiary of the Company) shall not exceed
$100,000. Notwithstanding the foregoing, the Committee may grant Options in
excess of the foregoing limitations, in which case such Options granted in
excess of such limitation shall be Options which are Non-ISOs.
7. EXERCISE PRICE FOR OPTIONS AND MEASUREMENT PRICE FOR SARS.
(a) Limits on Committee Discretion. The Exercise Price as to any
particular Option and the Measurement Price for any particular SAR shall not be
less than 100% of the Market Value of the Optioned Shares on the date of grant
without taking into account any restrictions on the Optioned Shares. 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 or Measurement Price. If the
Common Stock is listed on a national securities exchange (including the NASDAQ
National Market or Small Cap 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
Exercise Price or Measurement Price 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.
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<PAGE> 5
8. EXERCISE OF OPTIONS.
(a) Generally. Subject to (e) below, any Option granted hereunder shall
be exercisable at such times and under such conditions as shall be permissible
under the terms of the Plan and of the Agreement granted to a Participant. An
Option may not be exercised for a fractional Share.
(b) Procedure for Exercise. A Participant may exercise Options, subject to
provisions relative to its termination and limitations on its exercise, only by
(1) written notice of intent to exercise the 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 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 the Company's
executive offices. Common Stock utilized in full or partial payment of the
Exercise Price for options shall be valued at its Market Value at the date of
exercise.
(c) Period of Exercisability. Except to the extent otherwise provided in
more restrictive terms of an Agreement, an Option may be exercised by a
Participant only with respect to the vested portion of such Option and only
while he is an Employee or Director and has maintained Continuous Service from
the date of the grant of the Option, or within three months after termination
of such Continuous Service (but not later than the date on which the Option
would otherwise expire), except if the Employee's or 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 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
Employee's or Director'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 Option shall expire on the
date of such termination;
(2) death, then all Options of the deceased Participant shall
become immediately exercisable and may be exercised within two
years from the date of his death (but not later than the date on
which the Option would otherwise expire) by the personal
representatives of his estate or person or persons to whom his
rights under such Option shall have passed by will or by laws of
descent and distribution;
(3) Permanent and Total Disability (as such term is defined in
Section 22(e)(3) of the Code), then all Options of the disabled
Participant shall become immediately exercisable and may be
exercised within one year from the date of such Permanent and Total
Disability, but not later than the date on which the Option would
otherwise expire.
(d) Effect of the Committee's Decisions. The Committee's determination
whether a Participant's Continuous Service has ceased, and the effective date
thereof, shall be final and conclusive on all persons affected thereby.
(e) No Option may be exercised prior to the first anniversary date of the
grant of such Option, at which time it may become exercisable with respect to
no more than 20% of the Optioned Shares. On each anniversary date of the
Option grant thereafter, the Option may become exercisable with respect to no
more than an additional 20% of the Optioned Shares. Vesting shall cease
immediately upon the termination of employment or directorship of an optionee.
The foregoing vesting schedule is the most rapid vesting permitted under the
Plan, except in the case of death or disability (which shall be governed by
Paragraphs 8(c)(2) and (3) above).
9. GRANTS OF OPTIONS TO NON-EMPLOYEE DIRECTORS
(a) Automatic Grants. Notwithstanding any other provisions of this Plan,
each Director who is not an Employee but is a Director on the Effective Date
shall receive, on said date, Non-ISOs to purchase 5% of the number of Shares
reserved for issuance under Paragraph 4(a) of the Plan.
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<PAGE> 6
Such Non-ISOs shall have an Exercise Price per Share equal to the Market
Value of a Share on the date of grant. Each Director who joins the Board after
the Effective Date and who is not then an Employee shall receive, on the date
of joining the Board, Non-ISOs to purchase 5% of the Shares reserved under
Paragraph 4(a) of the Plan, at an Exercise Price per Share equal to its Market
Value on the date of grant.
(b) Terms of Exercise. Options received under the provisions of this
Paragraph may be exercised in accordance with Paragraph 8 above.
10. SARS (STOCK APPRECIATION RIGHTS)
(a) Granting of SARs. In its sole discretion, subject to compliance with
applicable OTS regulations, the Committee may from time to time grant SARs to
Employees either in conjunction with, or independently of, any Options granted
under the Plan. A SAR granted in conjunction with an Option may be an
alternative right wherein the exercise of the Option terminates the SAR to the
extent of the number of shares purchased upon exercise of the Option and,
correspondingly, the exercise of the SAR terminates the Option to the extent of
the number of Shares with respect to which the SAR is exercised.
Alternatively, a SAR granted in conjunction with an Option may be an additional
right wherein both the SAR and the Option may be exercised. A SAR may not be
granted in conjunction with an ISO under circumstances in which the exercise of
the SAR affects the right to exercise the ISO or vice versa, unless the SAR, by
its terms, meets all of the following requirements:
(1) The SAR will expire no later than the ISO;
(2) The SAR may be for no more than the difference between the
Exercise Price of the ISO and the Market Value of the Shares
subject to the ISO at the time the SAR is exercised;
(3) The SAR is transferable only when the ISO is transferable,
and under the same conditions;
(4) The SAR may be exercised only when the ISO may be
exercised; and
(5) The SAR may be exercised only when the Market Value of the
Shares subject to the ISO exceeds the Exercise Price of the ISO.
(b) Timing of Exercise. Any election by a Participant to exercise SARs
shall be made during the period beginning on the 3rd business day following the
release for publication of quarterly or annual financial information and ending
on the 12th business day following such date. This condition shall be deemed
to be satisfied when the specified financial data is first made publicly
available. In no event, however, may a SAR be exercised within the six-month
period following the date of its grant.
The provisions of Paragraphs 8(c) and 8(e) regarding the period of
exercisability and vesting of Options is incorporated by reference herein, and
shall determine the period of exercisability and vesting of SARs.
(c) Exercise of SARs. A SAR granted hereunder shall be exercisable at
such times and under such conditions as shall be permissible under the terms of
the Plan and of the Agreement granted to a Participant, provided that a SAR may
not be exercised for a fractional Share. Upon exercise of a SAR, the
Participant shall be entitled to receive, without payment to the Company except
for applicable withholding taxes, an amount equal to the excess of (or, in the
discretion of the Committee if provided in the Agreement, a portion of) the
excess of the then aggregate Market Value of the number of Optioned Shares with
respect to which the Participant exercises the SAR, over the aggregate
Measurement Price of such number of Optioned Shares. This amount shall be
payable by the Company, in the discretion of the Committee, in cash or in
Shares valued at the then Market Value thereof, or any combination thereof.
(d) Procedure for Exercising SARs. To the extent not inconsistent
herewith, the provisions of Paragraph 8(b) as to the procedure for exercising
Options are incorporated by reference, and shall determine the procedure for
exercising SARs.
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<PAGE> 7
11. CHANGE IN CONTROL.
The individual agreements concerning Awards under this Plan or other
agreements between Participants and the Company and/or the Bank may provide
restrictions on Awards in the case of a change in Control in order to avoid
adverse tax results under Section 280G and/or Section 4999 of the Code.
12. 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 Awards (and the Exercise Price thereof in the case of Options
and the Measurement Price in the case of SARs), 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.
Subject to Paragraph 11 hereof, 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 Awards shall be surrendered.
With respect to each Award so surrendered as to which the holder has become
vested, the Committee shall in its sole and absolute discretion, subject to
compliance with applicable OTS regulations, determine whether the holder of the
vested surrendered Award shall receive:
(1) for each Share then subject to an outstanding Award the
number and kind of shares into which each outstanding Share (other
than Shares held by dissenting stockholders) is changed or
exchanged, together with an appropriate adjustment to the Exercise
Price in the case of Options and the Measurement Price in the case
of SARs; or
(2) a cash payment (from the Company or the successor
corporation), in an amount equal to the Market Value of the Shares
subject to the Award on the date of the Transaction, less the
Exercise Price of the Award in the case of Options and the
Measurement Price in the case of SARs.
(c) Special Rule for ISOs. Any adjustment made pursuant to subparagraphs
(a) or (b)(1) 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.
(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 Award 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, Exercise Price or
Measurement Price of Shares then subject to Awards or reserved for issuance
under the Plan.
13. NON-TRANSFERABILITY OF AWARDS.
Awards 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, or pursuant to the terms of a "qualified domestic relations
order" (within the meaning of Section 414(p) of the Code and the regulations
and rulings thereunder). An Award may be exercised only by a Participant, the
Participant's personal representative or a permitted transferee.
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<PAGE> 8
14. TIME OF GRANTING AWARDS.
The date of grant of an Award shall, for all purposes, be the later of the
date on which the Committee makes the determination of granting such Award, and
the Effective Date. Notice of the determination shall be given to each
Participant to whom an Award is so granted within a reasonable time after the
date of such grant.
15. EFFECTIVE DATE.
The Plan shall become effective immediately upon its approval by a
favorable vote of stockholders owning at least a majority of the Shares
eligible to be cast at a meeting duly held in accordance with applicable laws,
provided that the Plan shall not be submitted for such approval until at least
six months after the effective date of the Bank's conversion from mutual to
stock form. No Awards may be made prior to approval of the Plan by the
stockholders of the Company.
16. MODIFICATION OF AWARDS.
At any time, and from time to time, the Board may authorize the Committee
to direct execution of an instrument providing for the modification of any
outstanding Award, provided no such modification shall confer on the holder of
said Award any right or benefit which could not be conferred on him by the
grant of a new Award at such time, or impair the Award without the consent of
the holder of the Award.
17. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may from time to time amend the terms of the Plan, subject to
compliance with OTS regulations, and, with respect to any Shares at the time
not subject to Awards, suspend or terminate the Plan; provided that the
provisions of Paragraph 9 may 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 thereunder).
Shareholder approval must be obtained for any amendment of the Plan that
would change the number of Shares subject to the Plan (except in accordance
with Section 13 above), change the category of persons eligible to be
Participants, or materially increase the benefits under the Plan.
No amendment, suspension or termination of the Plan shall, without the
consent of any affected holders of an Award, alter or impair any rights or
obligations under any Award theretofore granted.
18. CONDITIONS UPON ISSUANCE OF SHARES.
(a) Compliance with Securities Laws. Shares of Common Stock shall not be
issued with respect to any Award 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.
The Plan is intended to comply with Rule 16b-3, and any provision of the Plan
which the Committee determines in its sole and absolute discretion to be
inconsistent with said Rule shall, to the extent of such inconsistency, be
inoperative and null and void, and shall not affect the validity of the
remaining provisions of the Plan.
(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 an option or SAR, the Company
may require the person exercising the Option or SAR 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.
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<PAGE> 9
(c) Committee Discretion. The Committee shall have the discretionary
authority, subject to compliance with applicable OTS regulations, 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.
19. 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.
20. WITHHOLDING TAX.
The Company's obligation to deliver Shares upon exercise of Options and/or
SARs 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
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 sell without
notice, a number of such Shares sufficient to cover the amount required to be
withheld.
21. 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.
Except to the extent provided in Paragraphs 6(b) and 9(a), no Employee or
Director shall have a right to be granted an Award or, having received an
Award, the right to again be granted an Award. However, an Employee or
Director who has been granted an Award may, if otherwise eligible, be granted
an additional Award or Awards.
22. GOVERNING LAW.
The Plan shall be governed by and construed in accordance with the laws of
the State of Michigan, except to the extent that federal law shall be deemed to
apply.
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<PAGE> 1
EXHIBIT 99.2
THREE RIVERS FINANCIAL CORPORATION
RECOGNITION AND RETENTION PLAN AND TRUST
ARTICLE I
ESTABLISHMENT OF THE PLAN AND TRUST
1.01 Three Rivers Financial Corporation hereby establishes the Recognition
and Retention Plan (the "Plan") and Trust (the "Trust") upon the terms and
conditions hereinafter stated in this Recognition and Retention Plan and Trust
Agreement (the "Agreement").
1.02 The Trustees, which initially shall be Larry A. Clark, G. Verglea
Gotfryd and Stephen R. Olson (collectively, the "Trustee"), hereby accept this
Trust and agree to hold the Trust assets existing on the date of this Agreement
and all additions and accretions thereto upon the terms and conditions
hereinafter stated.
1.03 In accordance with regulations of the Office of Thrift Supervision
("OTS"), no individual employee of the Holding Company or the Bank may receive
more than 25% of the available Awards under this Plan. In addition, directors
who are not employees may not receive more than 5% individually or 30% in the
aggregate of the available Awards under this Plan.
ARTICLE II
PURPOSE OF THE PLAN
2.01 The purpose of the Plan is to retain directors and executive officers
in key positions by providing such persons with a proprietary interest in the
Holding Company (as hereinafter defined) as compensation for their
contributions to the Holding Company and to the Bank and their Affiliates (as
hereinafter defined) and as an incentive to make such contributions and to
promote the Holding Company's and the Bank's growth and profitability in the
future.
ARTICLE III
DEFINITIONS
The following words and phrases when used in this Agreement with an
initial capital letter, unless the context clearly indicates otherwise, shall
have the meanings set forth below. Wherever appropriate, the masculine pronoun
shall include the feminine pronoun and the singular shall include the plural.
3.01 "AFFILIATE" means the Holding Company and those subsidiaries of the
Holding Company or the Bank which, with the consent of the Board, agree to
participate in this Plan.
3.02 "BANK" means First Savings Bank, A Federal Savings Bank, and its
successors.
3.03 "BENEFICIARY" means the person or persons designated by a Recipient
to receive any benefits payable under the Plan and Trust in the event of such
Recipient's death. Such person or persons shall be designated in writing on
forms provided for this purpose by the Committee and may be changed from time
to time by similar written notice to the Committee. In the absence of a
written designation, the Beneficiary shall be the Recipient's surviving spouse,
if any, or, if none, his estate.
3.04 "BOARD" means the Board of Directors of the Bank or of the Holding
Company, as the context requires.
3.05 "CODE" means the Internal Revenue Code of 1986, as amended from time
to time.
3.06 "COMMITTEE" means the Personnel and Compensation Committee of the
Board of Directors of the Holding Company. At all times during its
administration of this Plan, the Committee shall consist of three or more
directors of the Holding Company, each of whom shall be a "disinterested
person" within the meaning of the definition of that term contained in
Regulation 16b-3 ("Rule 16b-3") promulgated under the Securities Exchange Act
of 1934, as amended (the 1934 Act").
<PAGE> 2
3.07 "COMMON STOCK" means shares of the common stock, $.O1 par value per
share, of the Holding Company.
3.08 "CONVERSION" shall mean the conversion of the Bank from the mutual
to stock form of organization and the simultaneous acquisition of the Bank by
the Holding Company.
3.09 "DIRECTOR" means a member of the Board of Directors of the Bank or
of the Holding Company, as the context requires.
3.10 "DISABILITY" means any physical or mental impairment which qualifies
an Employee for disability benefits under the applicable long-term disability
plan maintained by the Bank or an Affiliate, or, if no such plan applies, which
would constitute disability under Section 22(e)(3) of the Code.
3.11 "EMPLOYEE" means any person who is currently employed by the Bank or
an Affiliate, including officers, and is an employee for federal tax purposes.
3.12 "HOLDING COMPANY" shall mean Three Rivers Financial Corporation.
3.13 "OUTSIDE DIRECTOR" means a member of the Board of Directors of the
Bank or of the Holding Company (as the context requires), who is not also an
Employee.
3.14 "PLAN SHARES" means shares of Common Stock held in the Trust and
issued or issuable to a Recipient pursuant to the Plan.
3.15 "PLAN SHARE AWARD" or "Award" means a right granted under
this Plan to earn Plan Shares.
3.16 "PLAN SHARE RESERVE" means the shares of Common Stock held
by the Trustee pursuant to Sections 5.03 and 5.04.
3.17 "RECIPIENT" means an Employee or Outside Director who receives a
Plan Share Award under the Plan.
3.18 "TRUSTEE" means that person(s) or entity nominated by the Committee
and approved by the Board pursuant to Sections 4.01 and 4.02 to hold legal
title to the Plan assets for the purposes set forth herein.
ARTICLE IV
ADMINISTRATION OF THE PLAN
4.01 ROLE OF THE COMMITTEE. The Plan shall be administered and
interpreted by the Committee, which shall have all of the powers allocated to
it in this and other Sections of the Plan. The interpretation and construction
by the Committee of any provisions of the Plan or of any Plan Share Award
granted hereunder shall be final and binding. 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. The Committee shall recommend to the Holding Company Board one or
more persons or entities to act as Trustee in accordance with the provisions of
this Plan and Trust and the terms of Article VIII hereof.
4.02 ROLE OF THE HOLDING COMPANY BOARD. The members of the Committee and
the Trustee shall be appointed or approved by, and will serve at the pleasure
of, the Board of Directors of the Holding Company. The Board of Directors of
the Holding Company may in its discretion from time to time remove members
from, or add members to, the Committee, and may remove, replace or add
Trustees.
4.03 LIMITATION ON LIABILITY. Neither a Director (of the Holding Company
or the Bank or their Affiliates) nor the Committee nor the Trustee shall be
liable for any determination made in good faith with respect to the Plan or any
Plan Shares or Plan Share Awards granted under it. If such a Director or the
Committee or any Trustee 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
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<PAGE> 3
Holding Company and the Bank (jointly and severally), subject to compliance
with OTS regulations, shall indemnify such person against 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 Holding Company, the Bank and their Affiliates and, with
respect to any criminal action or proceeding, if he had no reasonable cause to
believe his conduct was unlawful.
ARTICLE V
CONTRIBUTION; PLAN SHARE RESERVE
5.01 AMOUNT AND TIMING OF CONTRIBUTIONS. The Bank shall contribute to
the Trust an amount sufficient to purchase 4% of the shares of Common Stock
issued by the Holding Company in connection with the Conversion; provided,
however, that if the Trustee is required to purchase such shares on the open
market or from the Holding Company for an amount per share greater than the
price per share at which shares are sold in the Conversion, the Bank shall have
the discretion to reduce the number of shares to be purchased with the initial
contribution to the Trust. Such amounts shall be paid to the Trustee no later
than the date required to purchase shares of Common Stock. No contributions by
Employees or Outside Directors shall be permitted.
5.02 INITIAL INVESTMENT. Any amounts held by the Trust, until such
amounts are invested in accordance with Section 5.03, shall be invested by the
Trustee in such interest bearing account or accounts at the Bank as the Trustee
shall determine to be appropriate.
5.03 INVESTMENT OF TRUST ASSETS UPON THE CONVERSION; CREATION OF PLAN
SHARE RESERVE. As soon as practicable following the first shareholder meeting
of the Holding Company following the Conversion ("First Shareholder Meeting
Date"), the Trustee shall invest all of the contributions to the Trust
exclusively in Common Stock, which may be purchased directly from the Holding
Company, on the open market, or from any other source; provided, however, that
the Trust shall not invest in an amount of Common Stock greater than 4.0% of
the shares of the Common Stock sold in the Conversion, which shall constitute
the "Plan Share Reserve." The Trust may hold cash in interest-bearing accounts
pending investment in Common Stock for periods of not more than one year after
deposit. The Trustee, in accordance with applicable rules and regulations and
Section 5.01 hereof, shall purchase shares of Common Stock in the open market
and/or shall purchase authorized but unissued shares of the Common Stock from
the Holding Company sufficient to acquire the requisite percentage of shares.
Any earnings received with respect to Common Stock held in the Plan Share
Reserve shall be held in an interest-bearing account. Any earnings received
with respect to Common Stock subject to a Plan Share Award shall be held in an
interest-bearing account on behalf of the individual Recipient.
5.04 EFFECT OF ALLOCATIONS, RETURNS AND FORFEITURES UPON PLAN SHARE
RESERVES. Upon the allocation of Plan Share Awards under Sections 6.02 and
6.03, or the decision of the Committee to return Plan Shares to the Holding
Company, the Plan Share Reserve shall be reduced by the number of Plan Shares
so allocated or returned. Any shares subject to an Award which may not be
earned because of a forfeiture by the Recipient pursuant to Section 7.01 shall
be returned (added) to the Plan Share Reserve.
ARTICLE VI
ELIGIBILITY, ALLOCATIONS
6.01 ELIGIBILITY. Employees of the Bank and its Affiliates are eligible
to receive Plan Share Awards provided in Section 6.02. Outside Directors of the
Bank or the Holding Company are eligible to receive Plan Share Awards provided
for in Section 6.03.
6.02 ALLOCATIONS - EMPLOYEES. The Committee may determine which of the
Employees referenced in Section 6.01 above will be granted Plan Share Awards
and the number of Plan Shares covered by each Award, including grants effective
upon the First Shareholder Meeting Date, provided, however, that the number of
Plan Shares covered by such Awards may not exceed the number of Plan Shares in
the Plan Share Reserve immediately prior to the grant of such Awards; and
provided further, that in no event shall any Awards be made which will violate
the Certificate of Incorporation, Charter, Bylaws or Plan of Conversion of the
Holding Company or the Bank or any applicable federal or state law or
regulation; and provided further that Awards may not be granted at any time in
which the Bank fails to meet its applicable minimum capital
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requirements. In the event Plan Shares are forfeited for any reason and
unless the Committee decides to return the Plan Shares to the Holding Company,
the Committee may, from time to time, determine which of the Employees
referenced in Section 6.01 above will be granted additional Plan Share Awards
to be awarded from forfeited Plan Shares. In selecting those Employees to whom
Plan Share Awards will be granted and the number of Plan Shares covered by such
Awards, the Committee shall consider the position and responsibilities of the
eligible Employees, the length and value of their services to the Bank and its
Affiliates, the compensation paid to such Employees, and any other factors the
Committee may deem relevant.
6.03 ALLOCATIONS - OUTSIDE DIRECTORS. Each Outside Director of the
Holding Company or the Bank serving in such capacity as of the effective date
of the Conversion shall be awarded a Plan Share Award on the First Shareholder
Meeting Date, assuming he is still serving as an Outside Director on such date,
equal to the number of whole shares rounded as provided by the Committee
constituting .15% of the number of shares of Common Stock issued in the
Conversion (the "Fixed Award"); provided, however, that the Bank shall have the
discretion to reduce such percentage if the Trustee is required to purchase
shares on the open market or from the Holding Company for an amount per share
greater than the price per share at which shares are sold in the Conversion.
6.04 FORM OF ALLOCATION. As promptly as practicable after a
determination is made pursuant to Section 6.02 or 6.03 that a Plan Share Award
is to be made, the Committee shall notify the Recipient in writing of the grant
of the Award, the number of Plan Shares covered by the Award, and the terms
upon which the Plan Shares subject to the Award may be earned. Until earned,
the Trustee shall retain custody of the stock certificates. The stock
certificates for Plan Share Awards shall be registered in the name of the
Recipient until forfeited or transferred by the Recipient after such Award has
been earned. The Committee shall maintain records as to all grants of Plan
Share Awards under the Plan. The Recipient and the Committee shall, as a
condition to the effectiveness of the Award, enter into a written agreement
incorporating the terms of this Agreement and containing such other terms as
the Committee shall determine to be appropriate to govern the Award.
6.05 ALLOCATIONS NOT REQUIRED. Notwithstanding anything to the contrary
Sections 6.01 and 6.02, no Employee shall have any right or entitlement to
receive a Plan Share Award hereunder, such Awards being at the total discretion
of the Committee, subject to compliance with applicable OTS regulations, nor
shall the Employees as a group have such a right. No Outside Director shall
have any right or entitlement to reserve a Plan Share Award hereunder, except
as provided for in Section 6.03 hereof. The Committee may, with the approval
of the Board (or, if so directed by the Board, shall) return to the Holding
Company at any time all Common Stock in the Plan Share Reserve not yet
allocated and cease issuing Plan Share Awards.
ARTICLE VII
EARNING AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS
7.01 EARNING PLAN SHARES; FORFEITURES.
(a) GENERAL RULES. Plan Shares subject to an Award
shall be earned by a Recipient at the rate of twenty percent
(20%) of the aggregate number of Shares covered by the Award
at the end of each full twelve months of consecutive service
with the Bank or an Affiliate after the date of grant of the
Award. If the term of service of a Recipient terminates as an
Employee and as a Director prior to the fifth anniversary (or
such later date as the Committee shall determine) of the date
of grant of an Award for any reason (except as specifically
provided in Subsection (b) below), the Recipient shall forfeit
the right to earn any Shares subject to the Award which have
not theretofore been earned. See Section 9.01 hereof for
special adjustment rules in the event of certain capital
changes.
In determining the number of Plan Shares which are earned, fractional
shares shall be rounded down to the nearest whole number, provided
that such fractional shares shall be aggregated and earned on the
fifth anniversary of the date of grant.
(b) EXCEPTION FOR TERMINATIONS DUE TO DEATH OR DISABILITY.
Notwithstanding the general rule contained in Section 7.01 (a)
above, all Plan Shares subject to a Plan Share Award held by a
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Recipient whose term of service as an Employee and as a
Director with the Holding Company, Bank or an Affiliate
terminates due to death or Disability shall be deemed earned as
of the Recipient's last day of service with the Holding
Company, Bank or an Affiliate as a result of such death or
Disability. If the Recipient's service as an Employee and as a
Director terminates due to Disability within one year of
the effective date of the Conversion, the Shares earned by the
Recipient may not be disposed of by the Recipient during the
one-year period following the Conversion, and stock certificate
legends to that effect may be placed on the stock certificates
for any such shares.
(c) REVOCATION FOR MISCONDUCT. Notwithstanding
anything hereinafter to the contrary, the Board may by
resolution immediately revoke, rescind and terminate any Plan
Share Award, or portion thereof, previously awarded under this
Plan, to the extent Plan Shares have not been delivered
thereunder to the Recipient, whether or not yet earned, in the
case of an Employee who is discharged from the employ of the
Holding Company, Bank or an Affiliate for cause (as
hereinafter defined), or who is discovered after termination
of employment to have engaged in conduct that would have
justified termination for cause or, in the case of an Outside
Director, who is removed from the Board of Directors of the
Bank or the Holding Company or an Affiliate for cause (as
hereinafter defined), or who is discovered after termination
of service as an Outside Director to have engaged in conduct
which would have justified removal for cause. "Cause" is
defined as personal dishonesty, willful misconduct, any breach
of fiduciary duty involving personal profit, intentional
failure to perform stated duties, or the willful violation of
any law, rule, regulation (other than traffic violations or
similar offenses) or order which results in a loss to the
Holding Company, Bank or any Affiliate or in a final cease and
desist order.
7.02 ACCRUAL OF DIVIDENDS. Whenever Plan Shares are paid to a Recipient
or Beneficiary under Section 7.03, such Recipient or Beneficiary shall also be
entitled to receive, with respect to each Plan Share paid, an amount equal to
any cash dividends and a number of shares of Common Stock equal to any stock
dividends declared and paid with respect to a share of Common Stock between the
date the Plan Shares are being distributed and the date the Plan Shares were
granted. There shall also be distributed an appropriate amount of net
earnings, if any, of the Trust with respect to any cash dividends so paid out.
7.03 DISTRIBUTION OF PLAN SHARES.
(a) TIMING OF DISTRIBUTIONS: GENERAL RULE. Except as provided in
Subsection (b) below, Plan Shares shall be distributed to the
Recipient or his Beneficiary, as the case may be, as soon
as practicable after they have been earned.
(b) TIMING: EXCEPTION FOR 10% STOCKHOLDERS. Notwithstanding
Subsection (a) above, no Plan Shares may be distributed prior
to the date which is five (5) years from the effective date of
this Plan to the extent the Recipient or Beneficiary, as
the case may be, would after receipt of such shares own in
excess of ten (10) percent of the issued and outstanding shares
of Common Stock. Any Plan Shares remaining unpaid solely by
reason of the operation of this Subsection (b) shall be paid to
the Recipient or his Beneficiary on the date which is five (5)
years from the effective date of this Plan, subject to the
provisions of Section 7.01(a) hereof.
(c) FORM OF DISTRIBUTION. All Plan Shares, together
with any shares representing stock dividends, shall be
distributed in the form of Common Stock. One share of Common
Stock shall be given for each Plan Share earned and payable.
Payments representing accumulated cash dividends (and earnings
thereon) shall be made in cash.
(d) WITHHOLDING. The Trustee may withhold from any
payment or distributions made under this Plan sufficient
amounts of cash or shares of Common Stock to cover any
applicable withholding and employment taxes, and if the amount
of such payment is insufficient, the Trustee may require the
Recipient or Beneficiary to pay to the Trustee the amount
required to be withheld
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as a condition of delivering the Plan Shares. Alternatively,
a Recipient may pay to the Trustee that amount of cash
necessary to be withheld in taxes in lieu of any withholding of
payments or distributions under the Plan. The Trustee shall
pay over to the Holding Company, the Bank or Affiliate which
employs or employed such Recipient any such amount withheld
from or paid by the Recipient or Beneficiary. If a Recipient
elects to have such taxes withheld, the election must be made
in compliance with Rule 16b-3, to the extent applicable.
7.04 VOTING OF PLAN SHARES. All shares of Common Stock held by the Trust
which have been earned but not distributed to Recipients shall be voted by the
Trustee.
7.05 CODE SECTION 83(B) ELECTION. In the event a Recipient notifies the
Committee or the Trustee that such Recipient has made an election under Section
83(b) of the Code with respect to a Plan Share Award, any required withholding
and/or employment tax payments shall thereupon be made. Such withholding may
be from the Recipient's compensation from the Holding Company, the Bank or an
Affiliate, from cash supplied by the Recipient, or (to the extent permitted by
law) Plan Shares otherwise allocable to the Recipient.
ARTICLE VIII
TRUST
8.01 TRUST. The Trustee shall receive, hold, administer, invest and make
distributions and disbursements from the Trust in accordance with the
provisions of the Plan and Trust and the applicable directions, rules,
regulations, procedures and policies established by the Committee pursuant to
the Plan.
8.02 MANAGEMENT OF TRUST. It is the intent of this Plan and Trust that,
subject to the provisions of this Plan, the Trustee shall have complete
authority and discretion, subject to compliance with applicable OTS
regulations, with respect to the management, control and investment of the
Trust, and that the Trustee shall invest all assets of the Trust, except those
attributable to cash dividends paid with respect to Plan Shares, in Common
Stock to the fullest extent practicable, and except to the extent that the
Trustee determines that the holding of monies in cash or cash equivalents is
necessary to meet the obligations of the Trust. Neither the Holding Company,
the Bank nor any Affiliate shall exercise any direct or indirect control or
influence over the time when, or the prices at which, the Trustee may purchase
such shares, the number of shares to be purchased, the manner in which the
shares are to be purchased, or the broker (if any) through whom the purchases
may be executed. In performing its duties, the Trustee shall have the power to
do all things and execute such instruments as may be deemed necessary or
proper, including the following powers:
(a) To invest up to one hundred percent (100%) of all Trust
assets in Common Stock without regard to any law now or
hereafter in force limiting investments for Trustees or
other fiduciaries. The investment authorized herein and in
paragraph (b) constitutes the only investment of the Trust, and
in making such investment, the Trustee is authorized to
purchase Common Stock from the Holding Company or an Affiliate
or from any other source (after the Conversion), and such
Common Stock so purchased may be outstanding, newly issued or
treasury shares.
(b) To invest any Trust assets not otherwise invested in
accordance with (a) above in such deposit accounts and
certificates of deposit (including those issued by the Bank),
securities of any open-end or closed-end management investment
company or investment trust registered under the Investment
Company Act of 1940, whether or not the Trustee or any
affiliate of the Trustee is being compensated for providing
services to the investment company or trust as investment
advisor or otherwise, obligations of the United States
government or its agencies or such other investments as shall
be considered the equivalent of cash.
(c) To sell, exchange or otherwise dispose of any property at any
time held or acquired by the Trust.
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(d) To cause stocks, bonds or other securities to be
registered in the name of a nominee, without the addition of
words indicating that such security is an asset of the Trust
(but accurate records shall be maintained showing that such
security is an asset of the Trust).
(e) To hold cash without interest in such amounts as may be in
the opinion of the Trustee reasonable for the proper
operation of the Plan and Trust and to hold cash pending
investment.
(f) To employ brokers, agents, custodians, consultants and
accountants.
(g) To hire counsel to render advice with respect to their rights,
duties and obligations hereunder, and such other legal services
or representation as they may deem desirable.
(h) To hold funds and securities representing the amounts to be
distributed to a Recipient or his or her Beneficiary as a
consequence of a dispute as to the disposition thereof, whether
in a segregated account or held in common with other assets of
the Trust.
Notwithstanding anything herein contained to the contrary, the Trustee
shall not be required to make any inventory, appraisal or settlement or report
to any court, or to secure any order of court for the exercise of any power
herein contained, or give bond.
8.03 RECORDS AND ACCOUNTS. The Trustee shall maintain accurate and
detailed records and accounts of all transactions of the Trust, which shall be
available at all reasonable times for inspection by any legally entitled person
or entity to the extent required by applicable law, or any other person
determined by the Committee.
8.04 EARNINGS. All earnings, gains and losses with respect to Trust
assets shall be allocated, in accordance with a reasonable procedure adopted by
the Committee, to bookkeeping accounts for Recipients or to the general account
of the Trust, depending on the nature and allocation of the assets generating
such earnings, gains and losses. In particular, any earnings on cash dividends
received with respect to shares of Common Stock shall be allocated to accounts
for Recipients, if such shares are the subject of outstanding Plan Share
Awards, or otherwise to the Plan Share Reserve.
8.05 EXPENSES. All costs and expenses incurred in the operation and
administration of this Plan, including those incurred by the Trustee, shall be
borne by the Holding Company.
8.06 INDEMNIFICATION. The Holding Company and the Bank (jointly and
severally), subject to compliance with OTS regulations, shall indemnify, defend
and hold the Trustee harmless against all claims, expenses and liabilities
arising out of or related to the exercise of the Trustee's powers and the
discharge of its duties hereunder, unless the same shall be due to its
negligence or willful misconduct.
ARTICLE IX
MISCELLANEOUS
9.01 ADJUSTMENTS FOR CAPITAL CHANGES. The aggregate number of Plan
Shares available for issuance pursuant to the Plan Share Awards (which, as of
the effective date of this Plan, shall be, together with all shares granted
pursuant to other recognition and retention plans and trusts of the Bank, 4% of
the shares of the Holding Company's Common Stock issued in the Conversion), and
the number of shares to which any Plan Share Award relates 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
the Plan resulting from any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares, or
other similar capital adjustment, or other increase or decrease in such shares
effected without receipt or payment of consideration, by the Committee.
9.02 AMENDMENT AND TERMINATION OF PLAN. The Holding Company Board may,
by resolution, at any time amend or terminate the Plan provided that amendments
required to be submitted for approval of the Holding Company's shareholders
under Rule 16b-3 in order for Awards to Recipients subject to Section 16 to
continue to qualify for exemption,
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shall be so submitted. The power to amend or terminate shall include the power
to direct the Trustee to return to the Holding Company all or any part of the
assets of the Trust, including shares of Common Stock held in the Plan Share
Reserve, as well as shares of Common Stock and other assets subject to Plan
Share Awards but not yet earned by the Employees to whom they are allocated.
However, the termination of the Trust shall not affect a Recipient's right to
the distribution of Common Stock relating to Plan Share Awards already earned,
including earnings thereon, in accordance with the terms of this Plan and the
grant by the Committee.
9.03 NONTRANSFERABILITY. Plan Share Awards and rights to Plan Shares
shall not be transferable by a Recipient other than by will or the laws of
descent and distribution, or pursuant to a "qualified domestic relations order"
within the meaning of the Code, and during the lifetime of the Recipient, Plan
Shares may only be earned by and paid to the Recipient who was notified in
writing of the Award by the Committee pursuant to Section 6.03. No
non-permitted transferee of a Recipient or Beneficiary shall have any right in
or claim to any assets of the Plan or Trust, nor shall the Holding Company, the
Bank or any Affiliate be subject to any claim for benefits hereunder.
9.04 EMPLOYMENT RIGHTS. Neither the Plan nor any grant of a Plan Share
Award or Plan Shares hereunder nor any action taken by the Trustee, the
Committee or the Board in connection with the Plan shall create any right on
the part of any Employee to continue in the employ of, or of any Outside
Director to continue in the service of, the Bank, the Holding Company or any
Affiliate thereof.
9.05 VOTING AND DIVIDEND RIGHTS. No Recipient shall have any voting or
dividend rights or other rights of a stockholder in respect of any Plan Shares
covered by a Plan Share Award, except as expressly provided in Section 7.02
above, prior to the time said Plan Shares are actually distributed to him.
9.06 GOVERNING LAWS. The Plan and Trust shall be governed by the laws of
the State of Michigan, except to the extent that federal law shall be deemed to
apply.
9.07 EFFECTIVE DATE. This Plan shall become effective upon its approval
by a favorable vote of stockholders owning at least a majority of the Common
Stock eligible to be cast at a meeting duly held in accordance with applicable
laws, provided that the Plan shall not be submitted for such approval until at
least six months after the effective date of the Conversion. No Awards may be
made prior to approval of the Plan by the stockholders of the Company.
9.08 TERM OF PLAN. This Plan shall remain in effect until the earlier of
(1) 10 years from the Effective Date, (2) termination by the Holding Company
Board, or (3) the distribution of all assets of the Trust. Termination of the
Plan shall not affect any Plan Share Awards previously granted, and such Awards
shall remain valid and in effect until they have been earned and paid, or by
their terms expire or are forfeited.
9.09 TAX STATUS OF TRUST. It is intended that the trust established
hereby be treated as a grantor trust under the provisions of Section 671 et
seq. of the Code, as amended.
9.10 COMPENSATION. The Trustee shall be entitled to receive fair and
reasonable compensation for its services hereunder, as agreed to by the Trustee
and the Bank, and shall also be entitled to be reimbursed for all reasonable
out-of-pocket expenses, including, but not by way of limitation, legal,
actuarial and accounting expenses and all costs and expenses incurred in
prosecuting or defending any action concerning the Plan or the Trust or the
rights or responsibilities of any person hereunder, brought by or against the
Trustee, subject to compliance with OTS regulations regarding indemnification.
Such reasonable compensation and expenses shall be paid by the Company.
9.11 RESIGNATION OF TRUSTEE. The Trustee may resign at any time by
giving sixty (60) calendar days' prior written notice to the Committee, and the
Trustee may be removed, with or without cause, by the Committee on sixty (60)
calendar days' prior written notice to the Trustee. Such prior written notice
may be waived by the party entitled to receive it. Upon any such resignation
or removal becoming effective, the Trustee shall render to the Committee a
written account of its administration of the Plan and the Trust for the period
since the last written accounting and shall do all necessary acts to transfer
the assets of the Trust to the successor Trustee or Trustees.
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IN WITNESS WHEREOF, the Holding Company and the Bank have caused this Plan
and Trust Agreement to be executed by their duly authorized officers as of the
17th day of April, 1996.
Three Rivers Financial Corporation
By: /s/ G. Richard Gatton
-------------------------------
Its: President
Attest:
/s/ Martha Romig
- ---------------------------
Secretary
First Savings Bank, A Federal Savings Bank
By: /s/ G. Richard Gatton
-------------------------------
Its: President
Attest:
/s/ Martha Romig
- ---------------------------
Secretary
IN WITNESS WHEREOF, we, Larry A. Clark, G. Verglea Gotfryd and Stephen R.
Olson, execute this agreement as Trustees and agree to undertake and perform
the obligations and duties of the Trustee hereunder and consent to the
foregoing Plan and Trust Agreement.
/s/ Larry A. Clark
-------------------------------
Larry A. Clark
/s/ G. Verglea Gotfryd
-------------------------------
G. Verglea Gotfryd
/s/ Stephen R. Olson
-------------------------------
Stephen R. Olson
9
