-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, n6kuIORHNxmVXQ608ZQtBupiPUBEOQbMb9W4mKDnktVOMneU0G1EEMDt7J9Y98yT VppvdBYyHiasxsvPNpjN6g== 0000950114-95-000099.txt : 19950605 0000950114-95-000099.hdr.sgml : 19950605 ACCESSION NUMBER: 0000950114-95-000099 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950517 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCANTILE BANCORPORATION INC CENTRAL INDEX KEY: 0000064907 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 430951744 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-55439 FILM NUMBER: 95540500 BUSINESS ADDRESS: STREET 1: ONE MECANTILE CENTER STREET 2: P O BOX 524 CITY: ST LOUIS STATE: MO ZIP: 63166-0524 BUSINESS PHONE: 3144252525 MAIL ADDRESS: STREET 1: P O BOX 524 CITY: ST LOUIS STATE: MO ZIP: 63166-0524 FORMER COMPANY: FORMER CONFORMED NAME: MERCANTILE TRUST CO DATE OF NAME CHANGE: 19720229 POS AM 1 AMENDMENT NO. 1 ON FORM S-8 TO FORM S-4 1 As Filed With the Securities and Exchange Commission on May 17, 1995 Registration No. 33-55439 - - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 --------------------- AMENDMENT NO. 1 (Post Effective Amendment No. 1) ON FORM S-8 TO FORM S-4 Registration Statement Under The Securities Act of 1933 --------------------- MERCANTILE BANCORPORATION INC. (Exact name of registrant as specified in its charter) MISSOURI 43-0951744 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P.O. Box 524 St. Louis, Missouri 63166-0524 (Address of Principal Executive Offices) UNSL FINANCIAL CORP. 1984 STOCK OPTION PLAN, AS AMENDED and UNSL FINANCIAL CORP. 1992 STOCK OPTION AND INCENTIVE PLAN (Full title of the plans) --------------------- W. RANDOLPH ADAMS Senior Executive Vice President and Chief Financial Officer Mercantile Bancorporation Inc. P.O. Box 524 St. Louis, Missouri 63166-0524 (Name and address of agent for service) Telephone: (314) 425-2525 --------------------- Copy to: JON W. BILSTROM, ESQ. ROBERT M. LAROSE, ESQ. General Counsel and Secretary Thompson & Mitchell Mercantile Bancorporation Inc. One Mercantile Center P.O. Box 524 St. Louis, Missouri 63101 St. Louis, Missouri 63166-0524 (314) 231-7676 (314) 425-2525 ---------------------
CALCULATION OF REGISTRATION FEE =============================================================================================================== Title of each class of Amount to be Proposed Proposed maximum Amount of securities to be registered registered maximum offering aggregate offering registration fee price per unit price - - --------------------------------------------------------------------------------------------------------------- Common Stock, $5.00 par 152,686 N/A N/A value shares =============================================================================================================== Includes one attached Preferred Share Purchase Right per share. The registrant previously paid $21,110.54 with the original filing on September 12, 1994 to register 1,731,142 shares of Mercantile Bancorporation Inc. Common Stock, including the 152,686 shares which may be issued pursuant to the UNSL Financial Corp. 1984 Stock Option Plan, as amended, and the UNSL Financial Corp. 1992 Stock Option and Incentive Plan.
--------------------- This amendment shall become effective in accordance with the provisions of Rule 464 promulgated under the Securities Act of 1933. 2 The undersigned registrant hereby files this post-effective amendment (the "Registration Statement") to register on Form S-8 152,686 shares of Mercantile Bancorporation Inc. (hereinafter the "Company" or the "Registrant") Common Stock, $5.00 par value, and attached Preferred Share Purchase Rights of the Company, previously registered on Form S-4 (File No. 33-55439) for issuance pursuant to options granted under the UNSL Financial Corp. 1984 Stock Option Plan, as amended (the "1984 Plan"), and the UNSL Financial Corp. 1992 Stock Option and Incentive Plan (the "1992 Plan") (the 1984 Plan and the 1992 Plan are collectively referred to herein as the "Plans"), pursuant to the terms and conditions of the Agreement and Plan of Merger dated July 12, 1994 by and among the Company, Ameribanc, Inc. and UNSL Financial Corp. (such merger was consummated on January 3, 1995). Of the 152,686 shares registered by this Registration Statement, 32,868 and 119,818 shares are hereby registered for issuance pursuant to options granted under the 1984 Plan and the 1992 Plan, respectively. Item 3. Incorporation of Documents by Reference. --------------------------------------- The following documents filed by the Company with the Securities and Exchange Commission under the Securities Exchange Act of 1934 are incorporated herein by reference: (a) The Company's Report on Form 10-K for the year ended December 31, 1994. (b) MBI's Report on Form 10-Q for the quarter ended March 31, 1995. (c) MBI's Current Report on Form 8-K dated May 12, 1995. (d) The description of the Company's Common Stock set forth in Item 1 of the Company's Registration Statement on Form 8-A, dated March 5, 1993, and any amendment or report filed for the purpose of updating such description. (e) The description of the Company's Preferred Share Purchase Rights set forth in Item 1 of the Company's Registration Statement on Form 8-A, dated March 5, 1993, and any amendment or report filed for the purpose of updating such description. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from the date any such document is filed. The information relating to the Company contained in this Registration Statement does not purport to be complete and should be read together with the information in the documents incorporated by reference herein. Any statement contained herein or in a document incorporated herein by reference shall be deemed to be modified or superseded for purposes hereof to the extent that a subsequent statement contained herein or in any other subsequently filed document 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 hereof. Where any documents or part thereof is incorporated by reference in the Registration Statement, the Company will provide without charge to each person to whom a Prospectus with respect to either of the Plans is delivered, upon written or oral request of such person, a copy of any and all of the information incorporated by reference in the Registration Statement, excluding exhibits unless such exhibits are specifically incorporated by reference. -2- 3 Item 6. Indemnification of Directors and Officers. ----------------------------------------- Sections 351.355(1) and (2) of The General and Business Corporation Law of the State of Missouri provide that 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, suit or proceeding 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, 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, except that, in the case of an action or suit by or in the right of the corporation, the corporation may not indemnify such persons against judgments and fines and no person shall be indemnified as to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that such person is fairly and reasonably entitled to indemnity for proper expenses. Section 351.355(3) provides that, to the extent that a director, officer, employee or agent of the corporation has been successful in the defense of any such action, suit or proceeding or any claim, issue or matter therein, he shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection with such action, suit or proceeding. Section 351.355(7) provides that a corporation may provide additional indemnification to any person indemnifiable under subsection (1) or (2), provided such additional indemnification is authorized by the corporation's articles of incorporation or an amendment thereto or by a shareholder-approved bylaw or agreement, and provided further that no person shall thereby be indemnified against conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct or which involved an accounting for profits pursuant to Section 16(b) of the Securities Exchange Act of 1934. Article 12 of the Restated Articles of Incorporation of the Registrant provides that the Registrant shall extend to its directors and executive officers the indemnification specified in subsections (1) and (2) and the additional indemnification authorized in subsection (7) and that it may extend to other officers, employees and agents such indemnification and additional indemnification. Pursuant to directors' and officers' liability insurance policies, with total annual limits of $30,000,000, the Registrant's directors and officers are insured, subject to the limits, retention, exceptions and other terms and conditions of such policy, against liability for any actual or alleged error, misstatement, misleading statement, act or omission, or neglect or breach of duty by the directors or officers of the Registrant, individually or collectively, or any matter claimed against them solely by reason of their being directors or officers of the Registrant. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to such provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is therefore unenforceable. Item 8. Exhibits. -------- See Exhibit Index located at page 8 hereof. -3- 4 Item 9. Undertakings. ------------ 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- 5 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on the 15th day of May, 1995. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. MERCANTILE BANCORPORATION INC. By/s/ Thomas H. Jacobsen -------------------------------------------- Thomas H. Jacobsen Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ Thomas H. Jacobsen Chairman of the Board, May 15, 1995 - - --------------------------------------- President, Chief Executive Thomas H. Jacobsen Officer and Director Principal Executive Officer /s/ W. Randolph Adams Senior Executive Vice President May 15, 1995 - - --------------------------------------- and Chief Financial Officer W. Randolph Adams Principal Financial Officer /s/ Michael T. Normile Senior Vice President - Finance May 15, 1995 - - --------------------------------------- and Control Michael T. Normile Principal Accounting Officer Director May 15, 1995 - - --------------------------------------- Richard P. Conerly Director May 15, 1995 - - --------------------------------------- Harry M. Cornell, Jr. -5- 6 Signature Title Date --------- ----- ---- Director May 15, 1995 - - --------------------------------------- Earl K. Dille Director May 15, 1995 - - --------------------------------------- J. Cliff Eason Director May 15, 1995 - - --------------------------------------- Bernard A. Edison Director May 15, 1995 - - --------------------------------------- William A. Hall Director May 15, 1995 - - --------------------------------------- Thomas A. Hays Director May 15, 1995 - - --------------------------------------- William G. Heckman Director May ___, 1995 - - --------------------------------------- Frank Lyon, Jr. Director May 15, 1995 - - --------------------------------------- Charles H. Price II Director May 15, 1995 - - --------------------------------------- Harvey Saligman Director May 15, 1995 - - --------------------------------------- Craig D. Schnuck Director May 15, 1995 - - --------------------------------------- Robert L. Stark Director May 15, 1995 - - --------------------------------------- Patrick T. Stokes Director May 15, 1995 - - --------------------------------------- Francis A. Stroble -6- 7 Signature Title Date --------- ----- ---- Director May 15, 1995 - - --------------------------------------- John A. Wright By /s/ Thomas H. Jacobsen -------------------------------- Thomas H. Jacobsen
Thomas H. Jacobsen, by signing his name hereto, does sign this document on behalf of the persons named above, pursuant to a power of attorney duly executed by such persons and previously filed. -7- 8 EXHIBIT INDEX ------------- Exhibit No. Page - - ----------- ---- 4.1 Form of Indenture Regarding Subordinated Securities between the Company and The First National Bank of Chicago, Trustee, filed as Exhibit 4.1 to the Company's Report on Form 8-K dated September 24, 1992, is incorporated herein by reference. 4.2 Rights Agreement dated as of May 23, 1988 between the Company and Mercantile Bank, as Rights Agent (including as exhibits thereto the form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock and the form of Right Certificate), filed as Exhibits 1 and 2 to the Company's Registration Statement No. 0-6045 on Form 8-A, dated May 24, 1988, is incorporated herein by reference. 4.3 Certificate of Designation, Preferences, and Relative Rights, Qualifications, Limitations and Restrictions of the Series B-1 Preferred Stock of the Company, filed as Exhibit 4-1 to the Company's Report on Form 10-Q for the quarter ended March 31, 1995 (File No. 1-11792), is incorporated herein by reference. 4.4 Certificate of Designation, Preferences, and Relative Rights, Qualifications, Limitations and Restrictions of the Series B-2 Preferred Stock of the Company, filed as Exhibit 4-2 to the Company's Report on Form 10-Q for the quarter ended March 31, 1995 (File No. 1-11792), is incorporated herein by reference. 5.1 Opinion of Thompson & Mitchell as to the legality of the securities being registered. 23.1 Consent of KPMG Peat Marwick LLP with regard to use of its report on the Company's financial statements. 23.2 Consent of Thompson & Mitchell (included in Exhibit 5.1). 24.1 Power of Attorney. 99.1 UNSL Financial Corp. 1984 Stock Option Plan, as amended. 99.2 UNSL Financial Corp. 1992 Stock Option and Incentive Plan. - - -------------- Previously filed Filed herewith -8- EX-5.1 2 OPINION RE LEGALITY 1 EXHIBIT 5.1 [Thompson & Mitchell Letterhead] May 17, 1995 Mercantile Bancorporation Inc. P.O. Box 524 St. Louis, Missouri 63166-0524 Re: Amendment No. 1 on Form S-8 to Form S-4 -- 152,686 Shares of Mercantile Bancorporation Inc. Common Stock, $5.00 Par Value ------------------------------------------------------------ Gentlemen: We refer you to the post-effective amendment on Form S-8 to Form S-4 (File No. 33-55439) filed by Mercantile Bancorporation Inc. (the "Company") on May 17, 1995 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, pertaining to the proposed issuance by the Company of up to 152,686 shares of the Company's common stock, $5.00 par value (the "Shares"), pursuant to the UNSL Financial Corp. 1984 Stock Option Plan, as amended, and the UNSL Financial Corp. 1992 Stock Option and Incentive Plan (collectively, the "Plans"), all as provided in the Registration Statement. In rendering the opinions set forth herein, we have examined such corporate records of the Company, such laws and such other information as we have deemed relevant, including the Company's Restated Articles of Incorporation and Bylaws, as amended and currently in effect, the resolutions adopted by the Executive Committee of the Company's Board of Directors relating to the Plans, certificates received from state officials and statements we have received from officers and representatives of the Company. In delivering this opinion, the undersigned assumed the genuineness of all signatures; the authenticity of all documents submitted to us as originals; the conformity to the originals of all documents submitted to us as certified, photostatic or conformed copies; the authenticity of the originals of all such latter documents; and the correctness of statements submitted to us by officers and representatives of the Company. Based only on the foregoing, the undersigned is of the opinion that: 1. The Company has been duly incorporated and is validly existing under the laws of the State of Missouri; and 2. The Shares to be issued by the Company pursuant to the Registration Statement have been duly authorized by the Company and, when issued by the Company in accordance with the Plans, will be duly and validly issued and will be fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /S/ THOMPSON & MITCHELL EX-23.1 3 CONSENT OF EXPERT 1 EXHIBIT 23.1 Independent Auditor's Consent ----------------------------- The Board of Directors and Stockholders Mercantile Bancorporation Inc.: We consent to the use of our report incorporated herein by reference in the Form S-8 registration statement No. 33-55439. /S/ KPMG PEAT MARWICK LLP St. Louis, Missouri May 17, 1995 EX-99.1 4 UNSL FINANCIAL CORP. 1984 STOCK OPTION PLAN, AS AMENDED 1 EXHIBIT 99.1 UNSL FINANCIAL CORP. 1984 STOCK OPTION PLAN, AS AMENDED 1. PURPOSE OF THE PLAN. The Plan shall be known as the UNSL Financial Corp. 1984 Stock Option Plan, as amended (the "Plan"). The purpose of the Plan is to attract and retain the best available personnel as officers and employees and to provide additional incentive to employees of UNSL Financial Corp. (the "Company") or any present or future parent or subsidiary of the Company to promote the success of the business. The Plan is intended to provide for the grant of "Incentive Stock Options", within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), and Non-Incentive Stock Options. Each and every one of the provisions of the Plan relating to Incentive Stock options shall be interpreted to conform to the requirements of Section 422A of the Code. 2. DEFINITIONS. As used herein, the following definitions shall apply. (a) "Association" shall mean United Savings and Loan and Association. (b) "Award" means the grant by the Committee of an Incentive Stock option, a Non-Incentive Stock Option, or any combination thereof, as provided in the Plan. (c) "Board" shall mean the Board of Directors of the Company. (d) "Code" shall mean the Internal Revenue Code of 1986, as amended. (e) "Common Stock" shall mean common stock, par value $1.00 per share, of the Company. (f) "Committee" shall mean the Stock Option Committee appointed by the Board in accordance with paragraph 4(a) of the Plan. (g) "Company" shall mean UNSL Financial Corp. (h) "Continuous Employment" or "Continuous Status as an Employee" shall mean the absence of any interruption or termination of employment by the Company or any present or future Parent or Subsidiary of the Company. Employment 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, its Parent, its Subsidiaries or a successor. (i) "Effective Date" shall mean the date specified in Section 14 hereof. (j) "Employee" shall mean any person employed on a full- time basis by the Company or any present or future Parent or Subsidiary of the Company. (k) "Incentive Stock Option" means an option to purchase Shares granted by the Committee pursuant to Section 7 hereof which is subject to the limitations and restrictions of Section 7 hereof and is intended to qualify under Section 422A of the Code. (l) "Non-Incentive Stock Option" means an option to purchase Shares granted by the Committee pursuant to Section 8 or by the Board pursuant to Sections 5 or 23 hereof, which option is not intended to qualify under Section 422A of the Code. 2 (m) "Option" shall mean an Incentive or Non-Incentive Stock Option granted pursuant to this Plan. (n) "Optioned Stock" shall mean stock subject to an Option granted pursuant to the Plan. (o) "Optionee" shall mean any person who receives an option. (p) "Parent" shall mean any present or future corporation which would be a "parent corporation" as defined in Subsections 425(e) and (g) of the Code. (q) "Participant" means any director, officer or key employee of the Company or any Parent or Subsidiary of the Company or any other person providing a service to the Company who is selected by the Committee to receive an Award. (r) "Plan" shall mean the UNSL Financial Corp. 1984 Stock Option Plan, as amended. (s) "Share" shall mean one share of the Common Stock. (t) "Subsidiary" shall mean any present or future corporation which would be a "subsidiary corporation" as defined in Subsections 425(f) and (g) of the Code. 3. SHARES SUBJECT TO THE PLAN. Except as otherwise required by the provisions of Section 12 hereof, the aggregate number of Shares with respect to which Awards may be made pursuant to the Plan shall not exceed 160,744 shares, except that any Shares subject to an option which has expired or has been terminated, canceled or forfeited for any reason as to such Shares shall again be available for Awards under the Plan. Such Shares may either be authorized but unissued or treasury shares. 4. ADMINISTRATION OF THE PLAN. (a) Composition of the Committee. The Plan shall be administered by the Committee consisting of three directors of the Company appointed by the Board. officers, directors, key employees and other persons who are designated by the Committee shall be eligible to receive Awards under the Plan, and all persons designated as members of the Committee shall be "disinterested persons" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934. (b) Powers of the Committee. The Committee is authorized (but only to the extent not contrary to the express provisions of the Plan or to resolutions adopted by the Board) to interpret the Plan to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the form and content of Awards to be issued under the Plan and to make other determinations necessary or advisable for the administration of the Plan, and 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 shall be deemed the action of the Committee. In no event.may the Committee revoke outstanding Awards without the consent of the Participant. Notwithstanding the above, the Committee shall not have any discretion with respect to the Options granted to directors pursuant to Section 23 hereof. The President of the Company and such other officers as shall be designated by the Committee -2- 3 are hereby authorized to execute instruments evidencing Awards on behalf of the Company and to cause them to be delivered to the Participants (except Awards granted to directors pursuant to Section 23 hereof). (c) Effect of Committee's Decision. All decisions, determinations and interpretations of the Committee shall be final and conclusive on all persons affected thereby. 5. ELIGIBILITY. Awards may be granted to officers, directors, key employees and other persons. The Committee shall from time to time determine the officers, directors (other than members of the Committee), key employees and other persons who shall be granted Options under the Plan, the number to be granted to each such officers, directors, key employees and other persons under the Plan, and whether options granted to each such Employee under the Plan shall be Incentive and/or Non-Incentive Stock Options. In selecting Participants and in determining the number of shares of Common Stock to be granted to each such Participant pursuant to each Award granted under the Plan, the Committee may consider the nature of the services rendered by each such Participant, each such Participant's current and potential contribution to the Company, and such other factors as the Committee may, in its sole discretion, deem relevant officers, directors, key employees or other persons who have been granted an Award may, if otherwise eligible, be granted additional Options or Awards. The aggregate fair market value (determined as of the date the Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by each Employee during any calendar year (under all Incentive Stock Option plans, as defined in Section 422A of the Code, of the Company or any present or future Parent or Subsidiary of the Company) shall not exceed $100,000. Notwithstanding the prior provisions of this Section 5, the Committee may grant Options in excess of the foregoing limitations, provided said options shall be clearly and specifically designated as not being Incentive Stock options, as defined in Section 422A of the Code. Notwithstanding any other provision of this Plan, each director shall receive a Non-Incentive Option at an exercise price of $10.50 per share as follows:
Number of Shares Name of Director Subject to Options ---------------- ------------------ J.C. Benage 4,000 John Youngblood 3,000 Jack L. Miller 3,000 Herbert E. Hough 4,000 Donald K. Strickland 3,000 Larry L. Lindsay 3,000
such options shall be exercisable at any time following stockholder approval of the Plan as provided in Section 15 hereof and shall remain in effect for a period of 10 years following the Effective Date of this Plan. Options received under this paragraph may be exercised by written notice of intent to exercise the Option with respect to a specified number of shares and payment to the Company (contemporaneously with the delivery of such notice), in cash, of the amount of the option price for the number of shares with respect to which the option is then being exercised. Each such notice and payment shall be delivered, or mailed by prepaid registered or certified mail, addressed to the Secretary of the Company at the Company's executive offices. Such Options may be exercised only while the optionee is a director of the Company or in the event of such director's death, during the term of his directorship, by the personal representative of his estate or person or persons to whom his rights under such Option shall have passed -3- 4 by will or by laws of descent and distribution. Such Option of the deceased optionee may be exercised within one year from the date of his death, but not later than the date of which the Option would otherwise expire. 6. TERM OF PLAN. The Plan shall continue in effect for a term of ten (10) years from the Effective Date, unless sooner terminated pursuant to Section 17. No Option shall be granted under the Plan after ten (10) years from the Effective Date. 7. TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS. Incentive Stock Options may be granted only to Participants who are Employees. Each Incentive Stock Option granted pursuant to the Plan shall be evidenced by an instrument in such form as the Committee shall from time to time approve. Each and every Incentive Stock Option granted pursuant to the Plan shall comply with, and be subject to, the following terms and conditions: (a) Option Price. (i) The price per share at which each Incentive Stock Option granted under the Plan may be exercised shall not, as to any particular Incentive Stock option, be less than the fair market value of the Common Stock at the time such Incentive Stock option is granted. For such purposes, if the Common Stock is traded otherwise than on a national securities exchange at the time of the granting of an option, then the price per share of the Optioned Stock shall be not less than the mean between the bid and asked price on the date the Incentive Stock option is granted or, if there be no bid and asked price on said 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 price per share shall be determined by the Committee. If the Common Stock is listed on a national securities exchange at the time of the granting an Incentive Stock option, then the price per share shall be not less than the average of the highest and lowest selling price on such exchange on the date such Incentive Stock Option is granted or, if there were no sales on said date, then the price shall be not less than the mean between the bid and asked price on such date. (ii) In the case of an Employee who owns Common Stock representing more than ten percent (10%) of the outstanding Common Stock at the time the Incentive Stock Option is granted, the Incentive Stock Option price shall not be less than one hundred and ten percent (110%) of the fair market value of the Common Stock at the time the Incentive Stock Option is granted. (b) Payment. Full payment for each share of Common Stock purchased upon the exercise of any Incentive Stock Option granted under the Plan shall be made at the time of exercise of each such Incentive Stock option and shall be paid in cash (in United States Dollars), Common Stock or a combination of cash and Common Stock. Common Stock utilized in full or partial payment of the exercise price shall be valued at its fair market value at the date of exercise. The Company shall accept full or partial payment in Common Stock only to the extent permitted by applicable law. No shares of Common Stock shall be issued until full payment therefor has been received by the Company, and no Optionee shall have any of the rights of a shareholder of the Company until shares of Common Stock are issued to him. (c) Term of Incentive Stock option. The term of each Incentive Stock Option granted pursuant to the Plan shall be not -4- 5 more than ten (10) years from the date each such Incentive Stock option is granted, provided that in the case of an Employee who owns stock representing more than 10% of the Common Stock outstanding at the time the Incentive Stock Option is granted, the term of the Incentive Stock option shall not exceed five (5) years. (d) Exercise Generally. Except as otherwise provided in Section 9 hereof, no Incentive Stock Option may be exercised unless the optionee shall have been in the employ of the Company (or any Parent or Subsidiary) at all times during the period beginning with the date of grant of any such Incentive Stock Option and ending on the date three (3) months prior to the date of exercise of any such Incentive Stock option. The Committee may impose additional conditions upon the right of an optionee to exercise any Incentive Stock Option granted hereunder which are not inconsistent with the terms of the Plan or the requirements for qualification as an Incentive Stock Option under Section 422A of the Code. (e) Serial Exercise. No Incentive Stock Option granted pursuant to the Plan on or prior to December 31, 1986 shall be exercised by any Optionee while there is outstanding (as such term is defined in Section 422A of the Code) any incentive stock option which was granted prior to the date of grant of such Incentive Stock Option to such optionee, whether pursuant to the Plan or any other plan of the Association. As to Incentive Stock Options granted on or prior to December 31, 1986, the instrument evidencing any such additional Incentive Stock Option shall include the following provisions: "This incentive stock option is not exercisable while there is outstanding (within the meaning of Section 422A(c)(7) of the Internal Revenue Code of 1986, as amended) any Incentive Stock Option which was granted prior to the date of the grant hereof to the holder of this stock option to purchase shares of common stock of United Savings and Loan Association or any of its subsidiaries." (f) Transferability. Any Incentive Stock Option granted pursuant to the Plan shall be exercised during any optionee's lifetime only by the Optionee to whom it was granted and shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. 8. TERMS AND CONDITIONS OF NON-INCENTIVE STOCK OPTIONS. Each Non-Incentive Stock option granted pursuant to the Plan (except Options granted to directors pursuant to Section 23 hereof) shall be evidenced by an instrument in such form as the Committee shall from time to time approve. Each and every Non-Incentive Stock Option granted pursuant to the Plan (except Options granted to directors pursuant to Section 23 hereof) shall comply with and be subject to the following terms and conditions: (a) Option Price. The exercise price per share of Common Stock for each Non-Incentive Stock Option granted pursuant to the Plan shall be such price as the Committee may determine it its sole discretion. -5- 6 (b) Payment. Full payment for each share of Common Stock purchased upon the exercise of any Non-Incentive Stock Option granted under the Plan shall be made at the time of exercise of each such Non-Incentive Stock Option and shall be paid in cash (in United Stated Dollars), Common Stock or a combination of cash and Common Stock. Common Stock utilized in full or partial payment of the exercise price shall be valued at its fair market value at the date of exercise. The Company shall accept full or partial payment in Common Stock only to the extent permitted by applicable law. No shares of Common Stock shall be issued until full payment therefor has been received by the Company and no Optionee shall have any of the rights of a shareholder of the Company until the shares of Common Stock are issued to him. (c) Term. The term of each Non-Incentive Stock option granted pursuant to the Plan shall be no more than ten (10) years from the date each such Non-Incentive Stock Option is granted, provided that, in the case of an Employee who owns stock representing more than 10% of the Common Stock at the time the Incentive Stock option is granted, the term of the Non-Incentive Stock Option shall no exceed five (5) years. (d) Exercise Generally. The Committee may impose additional conditions upon the right of any Participant to exercise any Non-Incentive Stock Option granted hereunder which are not inconsistent with the terms of the Plan. (e) Transferability. Any Non-Incentive Stock Option granted pursuant to the Plan shall be exercised during any optionee's lifetime only by the Optionee to whom it was granted and shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. 9. EFFECT OF TERMINATION OF EMPLOYMENT, DISABILITY OR DEATH ON INCENTIVE STOCK OPTIONS. (a) Termination of Employment. In the event that any Optionee's employment by the Company (and any Parent or Subsidiary) shall terminate for any reason, other than Permanent and Total Disability (as such term is defined in Section 22(e)(3) of the Code) or death, all of any such Optionee's Incentive Stock Options, and all of any such optionee's rights to purchase or receive shares of Common Stock pursuant thereto, as the case may be, shall automatically terminate on the date of such termination of employment. However, no termination of an Optionee's Incentive Stock Options shall occur if, and to the extent that, the Committee authorizes the Optionee to exercise any such Incentive Stock options at any time prior to the earlier of (i) the respective expiration dates of any such Incentive Stock options or (ii) the expiration of not more than three (3) months after the date of such termination of employment, but only if, and to the extent that, the Optionee was entitled to exercise any such Incentive Stock Options at the date of such termination of employment. In the event that a subsidiary ceases to be a subsidiary of the Company, the employment of all of its employees who are not immediately thereafter employees of the Company shall be deemed to terminate upon the date such subsidiary so ceases to be a subsidiary of the Company. -6- 7 (b) Disability. In the event that any Optionee's employment by the Company (and any Parent or Subsidiary) shall terminate as the result of the Permanent and Total Disability of such optionee, such Optionee may exercise any Incentive Stock options granted to him pursuant to the Plan at any time prior to the earlier of (i) the respective expiration dates of any such Incentive Stock Options or (ii) the date which is one (1) year after the date of such termination of employment, but only if, and to the extent that, the Optionee was entitled to exercise any such Incentive Stock options at the date of such termination of employment. (c) Death. In the event of the death of any optionee, any Incentive Stock Options granted to any such Optionee may be exercised by the person or persons to whom the Optionee's rights under any such Incentive Stock options pass by will or by the laws of descent and distribution (including the Optionee's estate during the period of administration) at any time prior to the earlier of (i) the respective expiration dates of any such Incentive Stock Options or (ii) the date which is six (6) months after the date of death of such Optionee (or such later period not exceeding one (1) year to which the Committee may, in its discretion, extend such period), but only if, and to the extent that, the Optionee was entitled to exercise any such Incentive Stock Options at the date of death. For purposes of this Section 9(c), any Incentive Stock Option held by an Optionee shall be considered exercisable at the date of his death if the only unsatisfied condition precedent to the exercisability of such Incentive Stock option at the date of death is the passage of a specified period of time. (d) Incentive Stock options Deemed Exercisable. For purposes of Section 9(a), 9(b) and 9(c) above, any Incentive Stock option held by any Optionee shall be considered exercisable at the date of the termination of his employment if any such Incentive Stock Option would have been exercisable at such date of termination of employment. (e) Termination of Incentive Stock Options. To the extent that any Incentive Stock option granted under the Plan to any Optionee whose employment by the Company (or any Parent or Subsidiary) terminates shall not have been exercised within the applicable period set forth in this Section 9, any such Incentive Stock Option, and all rights to purchase or receive shares of Common Stock pursuant thereto, as the case may be, shall terminate on the last day of the applicable period. 10. EFFECT OF TERMINATION OF EMPLOYMENT, DISABILITY OR DEATH ON NON-INCENTIVE STOCK OPTIONS. The terms and conditions of Non- Incentive Stock options relating to the effect of the termination of an optionee's employment, disability of an Optionee or his death shall be such terms and conditions as the Committee shall, it its sole discretion, determine at the time of termination. 11. RIGHT OF REPURCHASE AND RESTRICTIONS ON DISPOSITION. The Committee, in its sole discretion, may include, as a term of any Incentive Stock option or Non-Incentive Stock option (except Options granted to directors pursuant to section 23 hereof), the right (the "Repurchase Right"), but no the obligation, to repurchase all or any amount of the Shares acquired by an optionee pursuant to the exercise of any such Options. The intent of the Repurchase Right is to encourage the continued employment of the Optionee. The Repurchase Right shall provide for, among other things, a specified duration of the Repurchase Right, a specified price per Share to be paid upon the exercise of the -7- 8 Repurchase Right and a restriction on the disposition of the Shares by the optionee during the period of the Repurchase Right. The Repurchase Right may permit the Company to transfer or assign such right to another party. The Company may exercise the Repurchase Right only to the extent permitted by applicable law. 12. RECAPITALIZATION, MERGER, CONSOLIDATION, CHANGE IN CONTROL AND SIMILAR TRANSACTIONS. (a) Adjustment. Subject to any required action by the shareholders of the Company, the aggregate number of shares of Common Stock for which stock options may be granted hereunder, the number of shares of Common Stock covered by each outstanding stock option, and the exercise price per share of Common Stock covered by each outstanding stock option, and the exercise price per share of Common Stock of each such stock option, shall all be proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of Common Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend (but only on the Common Stock) or any other increase or decrease in the number of such shares of Common Stock effected without the receipt of consideration by the Company. (b) Change in Control. All outstanding options (except Options granted to directors pursuant to Section 23 hereof) shall become immediately exercisable in the event of a change in control or imminent change in control of the Company, as determined by the Committee. For purposes of this Section, "change in control" shall mean: (i) the execution of an agreement for the sale of all, or a material portion, of the assets of the Company; (ii) the execution of an agreement for a merger or recapitalization of the Company or any merger or recapitalization whereby the Company is not the surviving entity; (iii) a change of control of the Association, as otherwise defined or determined by the Federal Home Loan Bank Board or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Company by any person, trust, entity or group. For purposes of this Section, "imminent change in control" shall refer to any offer or announcement, oral or written, by any person or persons acting as a group, to acquire control of the Company. (c) Extraordinary Corporate Action. Subject to any required action by the shareholders of the Company, in the event of any Change in Control, recapitalization, merger, consolidation, exchange of shares, spin- off, reorganization, tender offer, liquidation or other extraordinary corporate action or event, the Committee, in its sole discretion, shall have the power, prior or subsequent to such action or event, except with respect to Options granted to directors pursuant to Section 23 hereof, to: (i) appropriately adjust the number of shares of Common Stock subject of each stock option, the exercise price per share of common Stock, and the consideration to be given or received by the Company upon the exercise of any outstanding Option; (ii) cancel any or all previously granted Options, provided that appropriate consideration is paid to the optionee in connection therewith; and/or -8- 9 (iii) make such other adjustments in connection with the Plan as the Committee, in its sole discretion, deems necessary, desirable, appropriate or advisable; provided, however, that no action shall be taken by the Committee which would cause Incentive Stock Options granted pursuant to the Plan to fail to meet the requirements of Section 422A of the Code. Except as expressly provided in section 13(a) and 13(b) hereof, no optionee shall have any rights by reason of the occurrence of any of the events described in this Section 12. (d) Acceleration. The Committee shall at all times have the power to accelerate the exercise date of Options previously granted under the Plan (except Options granted to directors pursuant to Section 23 hereof). In no event, however, will such action permit Participants to exercise Incentive Stock options in an order other than provided in Section 7(e). 13. TIME OF GRANTING OPTIONS. The date of grant of an Option under the Plan shall, for all purposes, be the date on which the Committee makes the determination of granting such option (except Options granted to directors pursuant to Sections 5 and 23 hereof). Notice of the determination shall be given to each Employee to whom an Option is so granted within a reasonable time after the date of such grant. 14. EFFECTIVE DATE. The Plan shall become effective upon completion of the Association's conversion from mutual to stock form. options may be granted prior to ratification of the Plan by the stockholders if the exercise of such options is subject to such stockholder ratification. 15. APPROVAL BY SHAREHOLDERS. The Plan shall be approved by stockholders of the Association within twelve (12) months before or after the date it becomes effective. 16. MODIFICATION OF OPTIONS. At any time and from time to time, the Board may authorize the Committee to direct the execution of an instrument providing for the modification of any outstanding Option (except Options granted to directors pursuant to Sections 5 and 23 hereof), provided no such modification, extension or renewal shall confer on the holder of said Option any right or benefit which could not be conferred on him by the grant of a new Option at such time, or shall not materially decrease the Optionee's benefits under the Option without the consent of the holder of the Option, except as otherwise permitted under Section 17 hereof. 17. AMENDMENT AND TERMINATION OF THE PLAN. (a) Action by the Board. The Board may alter, suspend or discontinue the Plan, except that no action of the Board may increase (other than as provided in Section 12) the maximum number of shares permitted to be optioned under the Plan, materially increase the benefits accruing to Participants under the Plan or materially modify the requirements for eligibility for participation in the Plan unless such action of the Board shall be subject to approval or ratification by the shareholders of the Company. (b) Change in Applicable Law. Notwithstanding any other provision contained in the Plan, in the event of a change in any federal or state law, rule or regulation which would make the exercise of all or part of any -9- 10 previously granted Incentive and/or Non-Incentive Stock option unlawful or subject the Company or the Association to any penalty, the Committee may restrict any such exercise without the consent of the optionee or other holder thereof in order to comply with any such law, rule or regulation or to avoid any such penalty. 18. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with respect to any option granted under the Plan 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 inability of the Company to obtain 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, the Company may require the person exercising the 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. 19. RESERVATION OF SHARES. During the term of the Plan, the Company will reserve and keep available a number of Shares sufficient to satisfy the requirements of the Plan. 20. UNSECURED OBLIGATION. No Participant under the Plan shall have any interest in any fund or special asset of the Company by reason of the Plan or the grant of any Incentive or Non- Incentive Stock Option to him under the Plan. No trust fund shall be created in connection with the Plan or any grant of any Incentive or Non-Incentive Stock Option hereunder and there shall be no required funding of amounts which may become payable to any Participant. 21. WITHHOLDING TAX. Where a Participant or other person is entitled to receive Shares pursuant to the exercise of an option pursuant to the Plan, the Company shall have the right to require the Participant or such other person to pay the Company the amount of any taxes which the Company is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or sell without notice a number of such shares sufficient to cover the amount required to be withheld. 22. GOVERNING LAW. The Plan shall be governed by and construed in accordance with the laws of the State of Missouri, except to the extent that Federal law shall be deemed to apply. 23. 1992 GRANT OF STOCK OPTIONS TO DIRECTORS. (a) Notwithstanding any other provision of this Plan, the following directors shall each receive, effective June 18, 1992, a Non-Incentive Option at an exercise price of $15.50 per share as follows: -10- 11
Number of Shares Name of Director Subject to Options ---------------- ------------------ J.C. Benage 4,000 Wilbur H. Bradley 4,000 Herbert E. Hough 4,000 Larry L. Lindsay 4,000 Charles E. Luthy 4,000 Jack L. Miller 4,000 John Youngblood 4,000
(b) Each Option subject to this Section shall be exercisable in whole or in part at any time following stockholder approval of the amendments to the Plan presented to the stockholders at the 1993 annual stockholders' meeting of the Company and prior to expiration or termination of the option as provided herein. (c) An Option granted under this Section may be exercised by written notice of intent to exercise the Option with respect to a specified number of shares and payment to the Company (contemporaneously with the delivery of such notice), in cash (in United Stated Dollars), Shares or a combination of cash and Shares. Shares utilized in full or partial payment of the exercise price shall be valued at their fair market value at the date of exercise. The Company shall accept full or partial payment in Shares only to the extent permitted by applicable law. No Shares shall be issued until full payment therefor has been received by the Company and no Optionee shall have any of the rights of a shareholder of the Company until the Shares are issued to him. (d) Each Option granted under this Section shall expire on the tenth anniversary of the date of grant, June 18, 1992, subject to earlier termination as provided in this subsection. Except as provided below, each Option granted under this Section 23 shall terminate on the effective date of termination of the Optionee's service as a director, or if the optionee is an Employee at the time of such termination, on the effective date of termination of the Optionee's service as an Employee. In the event of an Optionee's death during the term of his directorship or employment, such Option shall terminate one year after the date of his death. Any such option of a deceased Optionee may be exercised by the personal representative of his estate or by the person or persons to whom his rights under such Option shall have passed by will or by laws of descent and distribution. (e) Each Option granted under this Section may be exercised during the optionee's lifetime only by the Optionee to whom it was granted and shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. (f) Subject to any required action by the stockholders of the Company, the number of Shares covered by each outstanding option granted under this Section, and the exercise price per Share covered by each such Option, shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding Shares resulting from a subdivision or consolidation of Shares or the payment of a stock dividend on such Shares or any other increase or decrease in the number of such Shares effected without the receipt of consideration by the Company, provided that the number of Shares covered by each option shall always be a whole number. (g) If the Company merges with one or more corporations, or consolidates with one or more corporations, upon exercise of an option granted under this Section, the Optionee shall, at no -11- 12 additional cost (other than the exercise price of the Option) be entitled to receive (subject to any required action by stockholders) in lieu of the number of Shares as to which such Option shall then be exercisable, the number and class of shares of stock or other securities to which the Optionee would have been entitled pursuant to the terms of the agreement of merger or consolidation, if immediately prior to such merger or consolidation the optionee had been the holder of record of the number of Shares equal to the number of Shares as to which such option shall be exercisable. (h) Prior to the issuance or transfer of Shares under the Plan, the recipient shall remit to the Company an amount sufficient to satisfy any federal, state or local withholding tax requirements. The recipient may satisfy the withholding requirements in whole or in part by electing to have the Company withhold Shares having a fair market value equal to the amount to be withheld. The fair market value of the shares to be withheld shall be determined as of the date that the amount of tax to be withheld is determined ("Tax Date"). Any such election must be made prior to the Tax Date and must comply with all applicable securities law and other legal requirements. -12- EX-99.2 5 UNSL FINANCIAL CORP. 1992 STOCK OPTION AND INCENTIVE PLAN 1 EXHIBIT 99.2 UNSL FINANCIAL CORP. (THE HOLDING COMPANY FOR UNITED SAVINGS BANK LEBANON, MISSOURI) 1992 STOCK OPTION AND INCENTIVE PLAN 1. Purpose of the Plan. The Plan shall be known as the UNSL ------------------- Financial Corp. 1992 Stock Option and Incentive Plan ("Plan"). The purpose of the Plan is to attract and retain the best available personnel as officers and employees and to provide additional incentive to employees of UNSL Financial Corp. ("Corporation") or any present or future parent or subsidiary of the Corporation and to promote the success of the business. The Plan is intended to provide for the grant of "Incentive Stock Options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended ("Code"). Each and every one of the provisions of the Plan relating to Incentive Stock Options shall be interpreted to conform to the requirements of Section 422 of the Code. 2. Definitions. As used herein, the following definitions ----------- shall apply: (a) "Award" means the grant by the Committee of an Incentive Stock Option, a Non-Incentive Stock Option or a Stock Appreciation Right, or any combination thereof, as provided in the Plan. (b) "Board" shall mean the Board of Directors of the Corporation. (c) "Code" shall mean the Internal Revenue Code of 1986, as amended. (d) "Common Stock" shall mean common stock, $1.00 par value per share, of the Corporation. (e) "Committee" shall mean the Stock Option Committee appointed by the Board in accordance with paragraph 4(a) of the Plan. (f) "Continuous Employment" or "Continuous Status as an Employee" shall mean the absence of any interruption or termination of employment by the Corporation or any present or future Parent or Subsidiary of the Corporation. Employment shall not be considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Corporation or in the case of transfers between payroll locations of the Corporation or between the Corporation, its Parent, its Subsidiaries or a successor. (g) "Corporation" shall mean UNSL Financial Corp., a holding company. (h) "Effective Date" shall mean the date specified in Section 15 hereof. (i) "Employee" shall mean any person employed by the Corporation or any present or future Parent or Subsidiary of the Corporation. (j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. 2 (k) "Incentive Stock Option" or "ISO" means an option to purchase Shares granted by the Committee pursuant to Section 7 hereof which is subject to the limitations and restrictions of Section 7 hereof and is intended to qualify under Section 422 of the code. (l) "Non-Incentive Stock Option" or "Non-ISO" means an option to purchase Shares granted by the Committee pursuant to Section 8, which option is not intended to qualify under Section 422 of the Code. (m) "Option" shall mean an Incentive or Non-Incentive Stock Option granted pursuant to this Plan. (n) "Optioned Stock" shall mean stock subject to an Option granted pursuant to the Plan. (o) "Optionee" shall mean any person who receives an Option. (p) "Parent" shall mean any present or future corporation which would be a "parent corporation" as defined in Subsections 425(e) and (g) of the Code. (q) "Participant" means any officer or key employee of the Corporation or any Parent or Subsidiary of the Corporation or any other person providing a service to the Corporation who is selected by the Committee to receive an Award. (r) "Plan" shall mean the UNSL Financial Corp. 1992 Stock Option and Incentive Plan. (s) "Related" means (i) in the case of a Stock Appreciation Right, a Stock Appreciation Right which is granted in connection with, and to the extent exercisable, in whole or in part, in, lieu of, an Option and (ii) in the case of an Option, an Option with respect to which and to the extent a Stock Appreciation Right is exercisable, in whole or in part, in lieu thereof has been granted. (t) "Savings Bank" shall mean United Savings Bank or its successor. (u) "Share" shall mean one share of the Common Stock. (v) "Stock Appreciation Right" means a stock appreciation right with respect to Shares granted by the Committee pursuant to Section 12 hereof. (w) "Subsidiary" shall mean any present or future corporation which would be a "subsidiary corporation" as defined in Subsections 425(f) and (g) of the Code. 3. Shares Subject to the Plan. Except as otherwise required -------------------------- by the provisions of Section 13 hereof, the aggregate number of Shares with respect to which Awards may be made pursuant to the Plan shall not exceed 125,000 shares. Such Shares may either be authorized but unissued or treasury shares. Awards not denominated in Shares shall be counted against the aggregate number of Shares available for granting of Awards under the Plan in such amount and at such time as the Committee shall determine in its discretion. Shares which are subject to Stock Appreciation Rights and other related options shall be counted only once in determining whether the maximum number of Shares with respect to which Awards may be granted under the Plan has been exceeded. An Award shall not be considered -2- 3 to have been made under the Plan with respect to any Shares subject to an Award which has expired or has been terminated, canceled or forfeited for any reason without the issuance of such Shares or consideration in lieu of such Shares, and new Awards may be granted under the Plan with respect to the number of Shares as to which such expiration, termination, cancellation or forfeiture has occurred. 4. Administration of the Plan. -------------------------- (a) Composition of the Committee. The Plan shall be administered by the Committee consisting of at least two directors of the Corporation appointed by the Board officers, key employees and other persons who are designated by the Committee shall be eligible to receive Awards under the Plan, and all persons designated as members of the Committee shall be "disinterested persons" within the meaning of Rule 16b-3 under the Exchange Act. (b) Powers of the Committee. The Committee is authorized (but only to the extent not contrary to the expressed provisions of the Plan or to resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the form and content of Awards to be issued under the Plan and to make other determinations necessary or advisable for the administration of the Plan, and 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 shall be deemed the action of the Committee. In no event may the Committee revoke outstanding Awards without the consent of the Participant. The Chairman of the Corporation and such other officers as shall be designated by the Committee are hereby authorized to execute instruments evidencing Awards on behalf of the Corporation and to cause them to be delivered to the Participants. (c) Effect of Committee's Decision. All decisions, determinations and interpretations of the Committee shall be final and conclusive on all persons affected thereby. 5. Eligibility. ----------- (a) Awards may be granted to officers, key employees and other persons. The Committee shall from time to time determine the officers, key employees and other persons who shall be granted Options or Awards under the Plan, the number to be granted to each such officers, key employees and other persons under the Plan, and whether Options granted to each such Participant under the Plan shall be Incentive and/or Non-Incentive Stock Options. In selecting Participants and in determining the number of shares of Common Stock to be granted to each such Participant pursuant to each Award granted under the Plan, the Committee may consider the nature of the services rendered by each such Participant, each such Participant's current and potential contribution to the Corporation, and such other factors as the Committee may, in its sole discretion, deem relevant. Officers, key employees or other persons who have been granted an Award may, if otherwise eligible, be granted additional Options or Awards. -3- 4 (b) The aggregate fair market value (determined as of the date the option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by each Employee during the calendar year in which they are first exercisable (under all Incentive Stock Option plans, as defined in Section 422 of the Code, of the Corporation or any present or future Parent or Subsidiary of the Corporation) shall not exceed $100,000. Notwithstanding the prior provisions of this Section 5, the Committee may grant Options in excess of the foregoing limitations, provided said options shall be clearly and specifically designated as not being Incentive Stock options, as defined in Section 422 of the Code. 6. Term of Plan. Unless sooner terminated pursuant to ------------ Section 18, the Plan shall continue in effect until all Awards under the Plan have been satisfied or have expired or otherwise terminated. No Option shall be granted under the Plan after ten (10) years from the Effective Date. 7. Terms and Conditions of Incentive Stock Options. ----------------------------------------------- Incentive Stock Options may be granted only to Participants who are Employees. Each Incentive Stock Option granted pursuant to the Plan shall be evidenced by an instrument in such form as the Committee shall from time to time approve. Each and every Incentive Stock Option granted pursuant to the Plan shall comply with, and be subject to, the following terms and conditions: (a) Option Plan. (i) The price per share at which each Incentive Stock Option granted under the Plan may be exercised shall not, as to any particular Incentive Stock Option, be less than the fair market value of the Common Stock at the time such Incentive Stock Option is granted. For such purposes, the price will be the closing price on such date. (ii) In the case of an Employee who owns Common Stock representing more than ten percent (10%) of the outstanding Common Stock at the time the Incentive Stock Option is granted, the Incentive Stock Option price shall not be less than one hundred and ten percent (110%) of the fair market value of the Common Stock at the time the Incentive Stock Option is granted. (b) Payment. Full payment for each share of Common Stock purchased upon the exercise of any Incentive Stock Option granted under the Plan shall be made at the time of exercise of each such Incentive Stock Option and shall be paid in cash (in United States Dollars), bank check, Common Stock or a combination of cash and Common Stock. Common Stock utilized in full or partial payment of the exercise price shall be valued at its fair market value at the date of exercise. The Corporation shall accept full or partial payment in common Stock only to the extent permitted by applicable law. No shares of Common Stock shall be issued until full payment therefor has been received by the Corporation, and no Optionee shall have any of the rights of a shareholder of the Corporation until shares of Common Stock are issued to him. (c) Term of Incentive Stock Option. The term of each Incentive Stock Option granted pursuant to the Plan shall be not more than ten (10) years from the date each such Incentive Stock option is granted, provided that in the case of an Employee who owns stock representing more than 10% of the Common Stock outstanding at the time the Incentive Stock Option is granted, the term of the Incentive Stock Option shall not exceed five (5) years. -4- 5 (d) Exercise Generally. Except as otherwise provided in Section 9 hereof, no Incentive Stock Option may be exercised unless the Optionee shall have been in the employ of the Corporation at all times during the period beginning with the date of grant of any such Incentive Stock Option and ending on the date three (3) months prior to the date of exercise of any such Incentive Stock Option. The Committee may impose additional conditions upon the right of an optionee to exercise any Incentive Stock Option granted hereunder which are not inconsistent with the terms of the Plan or the requirements for qualification as an Incentive Stock option under Section 422 of the Code. (e) Transferability. Any Incentive Stock Option granted pursuant to the Plan shall be exercised during any optionee's lifetime only by the Optionee to whom it was granted and shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. 8. Terms and Conditions of Non-Incentive Stock Options. --------------------------------------------------- Each Non-Incentive Stock Option granted pursuant to the Plan shall be evidenced by an instrument in such form as the Committee shall from time to time approve. Each and every Non-Incentive Stock Option granted pursuant to the Plan shall comply with and be subject to the following terms and conditions: (a) Options Granted to Non-Employee Directors Each member of the Board of Directors of the Corporation who is not an Employee on the Effective Date shall receive on the Effective Date Non-Incentive Stock options for the number of shares of Common Stock set forth below. Such options shall be exercisable at any time following stockholder approval of the Plan as provided in Section 16 hereof.
Number of Shares Name Subject to Options ---- ------------------ Charles Luthy 7,000 John Youngblood 7,000 Jack L. Miller 7,000 Herbert E. Hough 10,000 Wilbur H. Bradley 7,000 Larry L. Lindsay 7,000
(b) Option Price. The exercise price of Common Stock for each Non-Incentive Stock Option granted pursuant to Section 8(a) of the Plan shall be $18.75 per share. The exercise price per share of Common Stock for each Non-Incentive Stock option granted pursuant to the Plan, other than Options granted under Section 8(a) of the Plan, shall be such price as the committee may determine in its sole discretion. (c) Payment. Full payment for each share of Common Stock purchased upon the exercise of any Non- -5- 6 Incentive Stock Option granted under the Plan shall be made at the time of exercise of each such Non-Incentive Stock Option and shall be paid in cash (in United States Dollars), bank check, Common Stock or a combination of cash and Common Stock. Common Stock utilized in full or partial payment of the exercise price shall be valued at its fair market value at the date of exercise. The Corporation shall accept full or partial payment in Common Stock only to the extent permitted by applicable law. No shares of Common Stock shall be issued until full payment therefor has been received by the Corporation and no optionee shall have any of the rights of a shareholder of the Corporation until the shares of Common Stock are issued to him. (d) Term. Each Non-Incentive Stock Option granted pursuant to Section 8(a) of the Plan shall expire on November 30, 2002, unless sooner terminated as provided in this Plan. The term of each Non- Incentive Stock Option granted pursuant to the Plan shall be not more than ten (10) years from the date each such Non-Incentive Stock Option is granted. (e) Exercise Generally. The Committee may impose additional conditions upon the right of any Participant to exercise any Non-Incentive Stock Option granted hereunder which are not inconsistent with the terms of the Plan. (f) Transferability. Any Non-Incentive Stock Option granted pursuant to the Plan shall be exercised during any Optionee's lifetime only by the Optionee to whom it was granted and shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. 9. Effect of Termination of Employment, Disability or Death -------------------------------------------------------- on Incentive Stock Options. - - -------------------------- (a) Termination of Employment. In the event that any optionee's employment by the Corporation shall terminate for any reason, other than Permanent and Total Disability (as such term is defined in Section 22(e)(3) of the Code) or death, all of any such optionee's Incentive Stock Options, and all of any such Optionee's rights to purchase or receive shares of Common Stock pursuant thereto, shall automatically terminate on the earlier of (i) the respective expiration dates of any such Incentive Stock options or (ii) the expiration of not more than three (3) months after the date of such termination of employment, but only if, and to the extent that, the Optionee was entitled to exercise any such Incentive Stock Options at the date of such termination of employment. In the event that a subsidiary ceases to be a subsidiary of the Corporation, the employment of all of its employees who are not immediately thereafter employees of the Corporation shall be deemed to terminate upon the date such subsidiary so ceases to be a subsidiary of the Corporation. (b) Disability. In the event that any Optionee's employment by the Corporation shall terminate as the result of the Permanent and Total Disability of such Optionee, such Optionee may exercise any Incentive Stock Options granted to him pursuant to the Plan at any time prior to the earlier of (i) the respective expiration dates of any such Incentive Stock Options or (ii) the date which is one (1) year after the date -6- 7 of such termination of employment, but only if, and to the extent that, the Optionee was entitled to exercise any such Incentive Stock Options at the date of such termination of employment. (c) Death. In the event of the death of any Optionee, any Incentive Stock Options granted to any such Optionee may be exercised by the person or persons to whom the Optionee's rights under any such Incentive Stock options pass by will or by the laws of descent and distribution (including the Optionee's estate during the period of administration) at any time prior to the earlier of (i) the respective expiration dates of any such Incentive Stock Options or (ii) the date which is one (1) year after the date of death of such Optionee but only if, and to the extent that, the Optionee was entitled to exercise any such Incentive Stock Options at the date of death. For purposes of this Section 9(c), any Incentive Stock Option held by an optionee shall be considered exercisable at the date of his death if the only unsatisfied condition precedent to the exercisability of such Incentive Stock option at the date of death is the passage of a specified period of time. (d) Incentive Stock Options Deemed Exercisable. For purposes of Sections 9(a), 9(b) and 9(c) above, any Incentive Stock Option held by any optionee shall be considered exercisable at the date of the termination of his employment if any such Incentive Stock Option would have been exercisable at such date of termination of employment. (e) Termination of Incentive Stock Options. To the extent that any Incentive Stock option granted under the Plan to any Optionee whose employment by the Corporation terminates shall not have been exercised within the applicable period set forth in this Section 9, any such Incentive Stock Option, and all rights to purchase or receive shares of Common Stock pursuant thereto, as the case may be, shall terminate on the last day of the applicable period. 10. Effect of Termination of Employment, Disability or Death -------------------------------------------------------- on Non-Incentive Stock Options. The terms and conditions of Non- - - ------------------------------ Incentive Stock Options relating to the effect of the termination of an Optionee's employment, disability of an optionee or his death shall be such terms and conditions as the Committee shall, in its sole discretion, determine at the time such Options are granted or at the time of termination. Notwithstanding such discretion, except as provided below, each Option granted under Section 8(a) hereof shall terminate on the effective date of termination of the Optionee's service as a director, or if the Optionee is an Employee at the time of such termination, on the effective date of termination of the optionee's service as an Employee. In the event of an Optionee's death during the term of his directorship or employment, such Option granted under Section 8(a) shall terminate one year after the date of his death. Any such option of a deceased Optionee may be exercised by the personal by person or persons to whom his rights under such will or by laws of descent and distribution. 11. Right of Repurchase and Restrictions on Disposition. The --------------------------------------------------- Committee, in its sole discretion, may include, as a term of any Incentive Stock Option or Non-Incentive Stock Option, the right ("Repurchase Right"), but not the obligation, to repurchase all or any amount of the Shares acquired by an Optionee pursuant to the exercise of any such Options. The intent of the Repurchase Right is to encourage the continued employment of the Optionee. The Repurchase Right shall provide for, among other things, a specified duration of the Repurchase Right, a specified price per Share to be paid upon -7- 8 the exercise of the Repurchase Right and a restriction on the disposition of the Shares by the Optionee during the period of the Repurchase Right. The Repurchase Right may permit the Corporation to transfer or assign such right to another party. The Corporation may exercise the Repurchase Right only to the extent permitted by applicable law. 12. Stock Appreciation Rights. A Stock Appreciation Right ------------------------- shall, upon its exercise, entitle the Participant to whom such Stock Appreciation Right was granted to receive a number of Shares or cash or combination thereof, as the committee in its discretion shall determine, the aggregate value of which (i.e., the sum of the amount of cash and/or the fair market value of such Shares on date of exercise) shall equal (as nearly as possible, it being understood that the Corporation shall not issue any fractional shares) the amount by which the fair market value per Share on the date of such exercise shall exceed the exercise price of such Stock Appreciation Right, multiplied by the number of Shares with respect of which such Stock Appreciation Right shall have been exercised. A Stock Appreciation Right may be related to an Option or may be granted independently of any Option as the Committee shall determine whether and to what extent a Related Stock Appreciation Right shall be granted with respect thereto; provided however and notwithstanding any other provision of the Plan, that if the Related option is an Incentive Stock option, the Related Stock Appreciation Right shall satisfy all the restrictions and limitations of Section 7 hereof as if such Related Stock Appreciation Right were an Incentive Stock Option. In the case of a Related Option, such Related option shall cease to be exercisable to the extent of the Shares with respect to which the Related Stock Appreciation Right was exercised. Upon the exercise or termination of a Related option, any Related Stock Appreciation Right shall terminate to the extent to which the Shares with respect to which the Related option was exercised or terminated. 13. Recapitalization, Merger, Consolidation, Change in -------------------------------------------------- Control and Similar Transactions. - - -------------------------------- (a) Adjustment. Subject to any required action by the shareholders of the Corporation, the aggregate number of shares of Common Stock for which stock options may be granted hereunder, the number of shares of Common Stock covered by each outstanding stock option, and the exercise price per share of Common Stock of each such stock option, shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of Common Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend (but only on the Common Stock) or any other increase or decrease in the number of such shares of Common Stock effected without the receipt of consideration by the Corporation. (b) Change in Control. All outstanding Stock options shall become immediately exercisable in the event of a change in control or imminent change in control of the Corporation, as determined by the Committee. In the event of such a change in control or imminent change in control, the Optionee shall, at the discretion of the Committee, be entitled to receive cash in an amount equal to the fair market value of the Common Stock subject to any Incentive or Non-Incentive Stock Option over the option Price of such shares, in exchange for the surrender of such options by the Optionee on that date. For purposes of this Section, "change in control" shall mean: (i) the execution of an agreement for the sale of all, or a material portion, of the assets of the Corporation; (ii) the execution of an agreement for a merger or recapitalization of the Corporation or any merger or recapitalization whereby the Corporation is not the surviving entity; (iii) a change in control of the Corporation, as otherwise defined or determined by the Office of Thrift Supervision or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of $"-8-" the Exchange Act and the rules promulgated thereunder) of ten percent (10%) or more of the outstanding voting securities of the Corporation by any person, trust, entity or group. 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. For purposes of this Section, "imminent change in control" shall refer to any offer or announcement, oral or written, by any person or persons acting as a group, to acquire control of the Corporation. The decision of the Committee as to whether a change in control or imminent change in control has occurred shall be conclusive and binding. (c) Extraordinary Corporate Action. Subject to any required action by the shareholders of the Corporation, in the event of any Change in Control, recapitalization, merger, consolidation, exchange of shares, spin- off, reorganization, tender offer, liquidation or other extraordinary corporate action or event, the Committee, in its sole discretion, shall have the power, prior or subsequent to such action or event to: (i) appropriately adjust the number of shares of Common Stock subject to each stock option, the exercise price per share of Common Stock, and the consideration to be given or received by the Corporation upon the exercise of any outstanding option; (ii) cancel any or all previously granted Options, provided that appropriate consideration is paid to the optionee in connection therewith; and/or (iii) make such other adjustments in connection with the Plan as the Committee, in its sole discretion, deems necessary, desirable, appropriate or advisable; provided, however, that no action shall be taken by the Committee which would cause Incentive Stock Options granted pursuant to the Plan to fail to meet the requirements of section 422 of the Code or would cause Awards granted pursuant to the Plan to negate the requirements of Rule 16b-3 of the Exchange Act. Except as expressly provided in Section 13(a) and 13(b) hereof, no Optionee shall have any rights by reason of the occurrence of any of the events described in this Section 13. (d) Acceleration. The Committee shall at all times have the power to accelerate the exercise date of Options previously granted under the Plan. (e) Stock Appreciation Rights. The provisions of this Section 13 also shall apply to Stock Appreciation Rights to the extent applicable. 14. Time of Granting Awards. The date of grant of an Award ----------------------- under the Plan shall, for all purposes, be the date on which the Committee makes the determination of granting such Award. Notice of the determination shall be given to each Employee 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 on --------------- November 30, 1992. Awards may be granted prior to ratification of the Plan by the stockholders if the exercise of such Awards are subject to such stockholder ratification. -9- 9 16. Approval of Stockholders. The Plan shall be approved by ------------------------ stockholders of the Corporation within twelve (12) months before or.after the date it becomes effective. 17. Modification of Awards. At any time and from time to ---------------------- time, the Board may authorize the Committee to direct the execution of an instrument providing for the modification of any outstanding Award, provided no such modification, extension or renewal shall confer on the holder of said Award a benefit which could not be conferred on him by the grant of a new Award at such time, or shall not materially decrease his benefits under the Award without his consent, except as otherwise permitted under Section 18 hereof. 18. Amendment and Termination of the Plan. -------------------------------------- (a) Action of the Board. The Board may alter, suspend or discontinue the Plan, except that no action of the Board may increase (other than as provided in Section 13) the maximum number of shares permitted to be optioned under the Plan, materially increase the benefits accruing to Participants under the Plan or materially modify the requirements for eligibility for participation in the Plan unless such action of the Board shall be subject to approval or ratification by the shareholders of the Corporation. (b) Change in Applicable Law. Notwithstanding any other provision contained in the Plan, in the event of a change in any Federal or state law, rule or regulation which would make the exercise of all or part of any previously granted Award unlawful or subject the Corporation to any penalty, the Committee may restrict any such exercise without the consent of the holder thereof in order to comply with any such law, rule or regulation or to avoid any such penalty. 19. Conditions Upon Issuance of Shares. Shares shall not be ---------------------------------- issued with respect to any option granted under the Plan 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 inability of the Corporation to obtain from any regulatory body or authority deemed by the Corporation's counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Corporation of any liability with respect to the nonissuance of such Shares. As a condition to the exercise of an option, the Corporation may require the person exercising the 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. 20. Reservation of Shares. During the term of the Plan, the --------------------- Corporation will reserve and keep available a number of Shares sufficient to satisfy the requirements of the Plan. 21. Unsecured Obligation. No Participant under the Plan -------------------- shall have any interest in any fund or special asset of the Corporation by reason of the Plan or the grant of any Incentive or Non-Incentive Stock Option to him/her under the Plan. No trust fund shall be created in connection with the Plan or any grant of any Incentive or Non-Incentive Stock option hereunder and there shall be no required funding of amounts which may become payable to any Participant. -10- 10 22. Withholding Tax. The Corporation shall have the right to --------------- deduct from all amounts paid in cash with respect to the exercise of a Stock Appreciation Right under the Plan any taxes required by law to be withheld with respect to such cash payments. Where a Participant or other person is entitled to receive Shares pursuant to the exercise of an option or Stock Appreciation Right pursuant to the Plan, the Corporation shall have the right to require the Participant or such other person to pay the Corporation the amount of any taxes which the Corporation is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or sell without notice, a number of such Shares sufficient to cover the amount required to be withheld. 23. Governing Law. The Plan shall be governed by and ------------- construed in accordance with the laws of the State of Delaware, except to the extent that Federal law shall be deemed to apply. -11- -----END PRIVACY-ENHANCED MESSAGE-----