Form of Bank Plan of Merger
Exhibit 10.1
Form
of Bank Plan of Merger
THIS
BANK
PLAN OF MERGER (“Bank Plan of Merger”) dated September __, 2006, is by and
between COMMUNITYBANKS, a Pennsylvania bank and trust company (“Community”) and
BUCS FEDERAL BANK, a federal savings association (“BUCS”).
BACKGROUND
A.
Community
is a wholly-owned subsidiary of Community Banks, Inc., a Pennsylvania
corporation (“CMTY”).
B.
BUCS
is a
wholly-owned subsidiary of BUCS Financial Corp, a Maryland corporation (“BFC”).
C. CMTY
and
BFC have executed an Agreement dated September __, 2006 (the “Agreement”). The
Agreement provides for the merger of BUCS with and into Community, with
Community surviving such merger, but only after closing of the “Merger” provided
for in the Agreement. After closing of the “Merger,” Community and BUCS will
each be direct wholly-owned subsidiaries of CMTY. This Bank Plan of Merger
is
being executed by Community and BUCS pursuant to the Agreement.
D. Capitalized
terms used in this Bank Plan of Merger that are not otherwise defined herein
shall have the meanings given them in the Agreement.
In
consideration of the premises and of the mutual covenants and agreements herein
contained, and in accordance with the applicable laws and regulations of the
United States of America, the State of Maryland and the Commonwealth of
Pennsylvania, Community and BUCS, intending to be legally bound hereby, agree:
ARTICLE
I - MERGER
Subject
to the terms and conditions of this Bank Plan of Merger, and in accordance
with
the applicable laws and regulations of the United States of America, the State
of Maryland and the Commonwealth of Pennsylvania, on the Effective Date (as
that
term is defined in Article V hereof):
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(a)
BUCS
shall merge with and into Community, under the charter of Community;
(b)
the
separate existence of BUCS shall cease; and
(c)
Community
shall be the surviving bank.
Such
transaction is referred to herein as the “Bank Merger,” and Community, as the
surviving bank in the Bank Merger, is referred to herein as the “Surviving
Bank.”
ARTICLE
II - NAME AND BUSINESS OF BANK
The
name
of the Surviving Bank shall be Community. The business of the Surviving Bank
shall be that of a state, non-member bank with trust powers. This business
shall
be conducted by the Surviving Bank at its main office which shall be located
at
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, and its legally established
branches and other facilities.
ARTICLE
III - ARTICLES OF INCORPORATION AND BYLAWS
3.1
Articles
of Incorporation.
On and
after the Effective Date, the articles of Community, as in effect immediately
prior to the Effective Date, shall automatically be and remain the articles
of
incorporation of the Surviving Bank, until changed in accordance with applicable
law, such articles of incorporation, and the Surviving Bank’s bylaws.
3.2
Bylaws.
On and
after the Effective Date, the bylaws of Community, as in effect immediately
prior to the Effective Date, shall automatically be and remain the bylaws of
the
Surviving Bank, until changed in accordance with applicable law, the Surviving
Bank’s articles of association, and such bylaws.
ARTICLE
IV - BOARD OF DIRECTORS AND OFFICERS
4.1
Board
of Directors.
On and
after the Effective Date, the directors of Community duly elected and holding
office immediately prior to the Effective Date shall be the directors of the
Surviving Bank, each to hold office until his or her successor is elected and
qualified or otherwise in accordance with applicable law, the articles of
incorporation and bylaws of the Surviving Bank.
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4.2
Officers.
On and
after the Effective Date, the officers of Community duly elected and holding
office immediately prior to the Effective Date shall be the officers of the
Surviving Bank, together with those officers of BUCS who have been offered
and
who have accepted positions of employment with Community, and such other
officers as may be appointed from time to time, each to hold office until his
or
her successor is elected and qualified or otherwise in accordance with
applicable law, the articles of association and bylaws of the Surviving Bank.
ARTICLE
V - CONVERSION OF SHARES
5.1
Community
Capital Stock.
Each
share of Community capital stock issued and outstanding immediately prior to
the
Effective Date shall, on and after the Effective Date, continue to be issued
and
outstanding as a share of identical capital stock of the Surviving Bank.
5.2
BUCS
Capital Stock.
Each
share of BUCS capital stock issued and outstanding immediately prior to the
Effective Date shall, on the Effective Date, be cancelled, and no cash, stock
or
other property shall be delivered in exchange therefor.
ARTICLE
VI - EFFECTIVE DATE OF THE MERGER
The
Bank
Merger shall be effective at the time specified in the articles of merger filed
with the Department of Banking of the Commonwealth of Pennsylvania (the
“Effective Date”), provided that in no event may the Bank Merger be effective
unless or until any required consent from or notice to the Office of Thrift
Supervision has been received or made and any requisite waiting period has
expired.
ARTICLE
VII - EFFECT OF THE MERGER
On
the
Effective Date the separate existence of BUCS shall cease, and all of the
property (real, personal and mixed), rights, powers, duties and obligations
of
BUCS shall be taken and deemed to be transferred to and vested in the Surviving
Bank, without further act or deed, as provided by applicable laws and
regulations. The savings accounts of BUCS shall become savings accounts of
the
Surviving Bank on the same basis as prior to the Effective Date.
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ARTICLE
VIII - CONDITIONS PRECEDENT
The
obligations of Community and BUCS to effect the Bank Merger shall be subject
to
closing of the “Merger” provided for in the Agreement.
ARTICLE
IX - TERMINATION
This
Bank
Plan of Merger shall terminate automatically upon any termination of the
Agreement in accordance with its terms; provided, however, that any such
termination of this Bank Plan of Merger shall not relieve any party hereto
from
liability on account of a breach by such party of any of the terms hereof or
thereof.
ARTICLE
X - AMENDMENT
This
Bank
Plan of Merger may be amended at any time prior to consummation of the Bank
Merger, but only by an instrument in writing signed by duly authorized officers
on behalf of the parties hereto.
ARTICLE
XI - MISCELLANEOUS
11.1
Extensions;
Waivers.
Each
party, by a written instrument signed by a duly authorized officer, may extend
the time for the performance of any of the obligations or other acts of the
other party hereto and may waive compliance with any of the covenants, or
performance of any of the obligations, of the other party contained in this
Bank
Plan of Merger.
11.2
Notices.
Any
notice or other communication required or permitted under this Bank Plan of
Merger shall be given, and shall be effective, in accordance with the provisions
of Section 8.06 of the Agreement.
11.3
Captions.
The
headings of the several Articles herein are intended for convenience of
reference only and are not intended to be part of, or to affect the meaning
or
interpretation of, this Bank Plan of Merger.
11.4
Counterparts.
For the
convenience of the parties hereto, this Bank Plan of Merger may be executed
in
several counterparts, each of which shall be deemed the original, but all of
which together shall constitute one and the same instrument.
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11.5
Governing
Law.
This
Bank Plan of Merger shall be governed by and construed in accordance with
applicable laws of the United States of America and in accordance with the
laws
of the Commonwealth of Pennsylvania.
11.6
Liquidation
Account.
The
liquidation account established by BUCS in connection with its conversion from
mutual to stock form shall be assumed by the Surviving Bank.
IN
WITNESS WHEREOF, Community and BUCS have caused this Bank Plan of Merger to
be
executed by their duly authorized officers on the date first written above,
each
pursuant to a resolution of its board of directors, acting by at least
two-thirds of the Board.
|
COMMUNITYBANKS
|
Attest:
|
|
|
By:
_____________________________
▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇▇▇
President
and CEO
|
By:
_____________________________
▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇, Senior VP and Secretary
|
|
| BUCS FEDERAL BANK | Attest: | |
| By: | ||
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President and CEO | , Secretary |
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