-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, USH8Z9M3hVSj+zBk/wgL0aOKbHyYRlJdiNWWbAQuqe6IqUvlNA73Dy/R2T246dBp +lv9iXuCjohZCeS8i6HpYA== 0001043039-06-000119.txt : 20061222 0001043039-06-000119.hdr.sgml : 20061222 20061222151718 ACCESSION NUMBER: 0001043039-06-000119 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061222 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061222 DATE AS OF CHANGE: 20061222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FULTON FINANCIAL CORP CENTRAL INDEX KEY: 0000700564 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232195389 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10587 FILM NUMBER: 061296867 BUSINESS ADDRESS: STREET 1: ONE PENN SQ STREET 2: PO BOX 4887 CITY: LANCASTER STATE: PA ZIP: 17604 BUSINESS PHONE: 7172912411 MAIL ADDRESS: STREET 1: ONE PENN SQ STREET 2: PO BOX 4887 CITY: LANCASTER STATE: PA ZIP: 17604 8-K 1 ffc8k.htm UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report:

December 22, 2006

(Date of earliest event reported):

December 19, 2006

Commission File No. 0-10587

FULTON FINANCIAL CORPORATION

(Exact name of Registrant as specified in its Charter)

Pennsylvania

23-2195389

(State or other jurisdiction of incorporation)

(IRS Employer Identification Number)

One Penn Square

Lancaster, Pennsylvania

17602

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: 717-291-2411

Former name or former address, if changed since last Report: N/A

Check the  appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

       Written communications pursuant to Rule 425 under the Securities Act

       Soliciting material pursuant to Rule 14a-12 under the Exchange Act

       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

       Pre-commencement to communications pursuant to Rule 13e-4(c) under the Exchange Act




Item 5.02: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

Fulton Financial Corporation (the “Company”) and Mr. John M. Bond have rescinded a May 2006 amendment (the “May Amendment”) of his 2003, 2004 and 2005 stock option agreements with the Company (“Stock Option Agreements”).  Contrary to the intent of the Company and Mr. Bond, the May Amendment could have been construed as a change in the terms of the options covered by the Stock Option Agreements.  The Corporation and Mr. Bond have, in lieu of the May Amendment, amended the Stock Option Agreements to conform their language to the language of the board resolutions under which the options covered by the Stock Option Agreements were initially granted.  The terms of these options, as initially granted, have not been changed or modified. As conformed, the Stock Option Agreements permit the options covered by the agreements to be exercised within a limited period of time after Mr. Bond ceases to serve as a “Key Person” which is defined in the stock option plan to include an employee, director or consultant.  A copy of the conforming amendment is attached hereto as Exhibit 10.1

Item 9.01 - Financial Statements and Exhibits

          (c) Exhibits

               Exhibit No.               Description

                 10.1                         Amendment to Option Agreement



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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: December 22, 2006

FULTON FINANCIAL CORPORATION

By:  /s/ Charles J. Nugent                              

       Charles J. Nugent

       Senior Executive Vice President and

       Chief Financial Officer




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EX-10 2 exh101.htm Converted by EDGARwiz

AMENDMENT TO STOCK OPTION AGREEMENTS

This Amendment to Stock Option Agreements, dated as of December __, 2006, by and between John M. Bond, Jr. (“Optionholder”), an adult individual residing in the State of Maryland, and Fulton Financial Corporation, a Pennsylvania financial holding company (“Fulton”).

Background

WHEREAS, the Optionholder is the holder of those certain incentive stock option agreements dated May 12, 2003; and May 5, 2005; respectively (the “Incentive Stock Option Agreements”) and non-qualified stock option agreements dated May 12, 2003; May 7, 2004; and May 5, 2005; respectively (the “Non-Qualified Stock Option Agreements” and, collectively with the Incentive Stock Option Agreements, the “Stock Option Agreements”), by and between Fulton and the Optionholder for the purchase of shares of common stock of Fulton, none of which options have been exercised to date;

WHEREAS, the Stock Option Agreements were amended by instrument dated May 17, 2006, which instrument did not properly reflect the intention of the parties (the “May Amendment”), and Fulton and the Optionholder wish to rescind such amendment, ab initio; and

WHEREAS, Fulton and the Optionholder wish, in lieu of the May Amendment, to amend the Stock Option Agreements to conform their terms to the terms of the resolutions under which they were initially granted.

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

1.

The May Amendment is hereby rescinded, ab initio, and rendered null and void for all purposes.

2.

Section (5) of each of the Incentive Stock Option Agreements is amended to read, in it is entirety, as follows, effective as of the date each such Incentive Stock Option Agreement became effective, respectively:

“(5)  Termination of Employment.  This Option, to the extent it is not then exercisable, shall terminate when your service as a Key Person, as defined by the Plan, with Columbia Bancorp (the “Company”) and all Subsidiaries terminates.  Except as provided in Paragraphs (5)(A) and (5)(B) hereof, the Option, to the extent it is exercisable but has not been exercised (the “Unexercised Option”), shall also terminate when your service as a Key Person with the Company and its Subsidiaries terminates.

(A)  Retirement or Voluntary Resignation.  If you cease being a Key Person with the Company and its Subsidiaries due to (i) Retirement, as defined hereinafter, or (ii) voluntary resignation with the consent of the Board of Directors of the Company or a Subsidiary, the Unexercised Option may be exercised until the expiration of three (3) months after the date you cease being a Key Person.  “Retirement” means a retirement from employment with the




Company and its Subsidiaries either on or after the first day of the month coinciding with or next following your sixty-fifth (65th) birthday.

(B)  Death or Disability.  If you cease being a Key Person with the Company and its Subsidiaries due to (i) death or (ii) Disability, as defined hereinafter, the Unexercised Option may be exercised (in the case of death, by your executor, personal representative, or the person to whom the Unexercised Option shall have been transferred by will or the laws of descent and distribution, as the case may be) until the expiration of one (1) year after the date you cease being a Key Person.  If you die during the three (3) month post-termination exercise period provided to you under Paragraph 5(A) above, or during the one (1) year post-Disability exercise period provided to you under this Paragraph 5(B), the Unexercised Option may be exercised by your executor, personal representative, or the person to whom the Unexercised Option shall have been transferr ed by will or the laws of descent and distribution, as the case may be, until the expiration of one (1) year after the date of your death.  “Disability” means a permanent mental or physical disability due to accident or illness that renders you unable to perform substantially all of the duties of your occupation with the Company and the Subsidiaries for a period of at least one hundred eighty (180) days, provided that you establish such disability to the satisfaction of the Administrator.  Evidence of such Disability shall include the certificate of a competent licensed physician selected by you and approved by the Administrator which confirms that you have a Disability as defined herein.”

3.

Section (5) of each of the Non-Qualified Stock Option Agreements is amended to read, in its entirety, as follows, effective as of the date each such Non-Qualified Stock Option Agreement became effective, respectively:

“(5)  Termination of Employment.  Except as provided in Paragraph (5)(C) hereof, this Option, to the extent it is not then exercisable, shall terminate when your service as a Key Person, as defined by the Plan, with Columbia Bancorp (the “Company”) and all Subsidiaries terminates.  Except as provided in Paragraphs (5)(A), (5)(B) and 5(C) hereof, the Option, to the extent it is exercisable but has not been exercised (the “Unexercised Option”), shall also terminate when your service as a Key Person with the Company and its Subsidiaries terminates.

(A)  Retirement or Voluntary Resignation.  If you cease being a Key Person with the Company and its Subsidiaries due to (i) Retirement, as defined hereinafter, or (ii) voluntary resignation with the consent of the Board of Directors of the Company or a Subsidiary, the Unexercised Option may be exercised until the expiration of three (3) months after the date you cease being a Key Person.  “Retirement” means a retirement from employment with the Company and its Subsidiaries either on or after the first day of the month coinciding with or next following your sixty-fifth (65th) birthday.




(B)  Disability or Death.  If you cease being a Key Person with the Company and its Subsidiaries because of (i) death or (ii) Disability, as defined hereinafter, the Unexercised Option may be exercised (in the case of death, by your executor, personal representative, or the person to whom the Unexercised Option shall have been transferred by will or the laws of descent and distribution, as the case may be) until the expiration of one (1) year after the date you cease being a Key Person.  If you die during the three (3) month post-termination exercise period provided to you under Paragraph 5(A) above, or during the one (1) year post-Disability exercise period provided to you under this Paragraph 5(B), the Unexercised Option may be exercised by your executor, personal representative, or the person to whom the Unexercised Op tion shall have been transferred by will or the laws of descent and distribution, as the case may be, until the expiration of one (1) year after the date of your death.  “Disability” means a permanent mental or physical disability due to accident or illness that renders you unable to perform substantially all of the duties of your occupation with the Company and the Subsidiaries for a period of at least one hundred eighty (180) days, provided that you establish such disability to the satisfaction of the Administrator.  Evidence of such Disability shall include the certificate of a competent licensed physician selected by you and approved by the Administrator which confirms that you have a Disability as defined herein.

(C)  Directors and Consultants.  The foregoing provisions of this Paragraph (5) shall not apply if the Option is granted to a director or consultant of the Company or a Subsidiary who is not also an employee of the Company or a Subsidiary on the date of grant.”

4.

All references above to “Columbia Bancorp” or “the Company” shall, on and after February 1, 2006, be deemed to be references to “Fulton Financial Corporation.”

5.

Except as amended hereby, the Stock Option Agreements remain in full force and effect on the terms and conditions stated therein.

Fulton Financial Corporation


                                                            

By: R. Scott Smith, Jr.

Chairman, CEO and President

                                                            

John M. Bond, Jr.



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