EXHIBIT A
SOUTHERN COMMUNITY BANCSHARES, INC.
STOCK OPTION AND INCENTIVE PLAN
AND TRUST AGREEMENT
1. Purpose. The purpose of the Southern Community Bancshares,
Inc. Stock Option and Incentive Plan and Trust Agreement is to promote
and advance the interests of Southern Community Bancshares, Inc. (the
"Holding Company"), and its shareholders by enabling the Holding
Company to attract, retain and reward directors, managerial and other
key employees of the Holding Company and any Subsidiary (hereinafter
defined), and to strengthen the mutuality of interests between such
directors and employees and the Holding Company's shareholders by
providing such persons with a proprietary interest in pursuing the
long-term growth, profitability and financial success of the Holding
Company.
2. Definitions. For purposes of this Plan, the following terms
shall have the meanings set forth below:
(a) "Agreement" means the Southern Community Bancshares, Inc.
Stock Option and Incentive Plan and Trust Agreement.
(b) "Board" means the Board of Directors of the Holding Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended,
or any successor thereto, together with rules, regulations and
interpretations promulgated thereunder.
(d) "Committee" means the Committee of the Board constituted as
provided in Section 4 of this Plan.
(e) "Common Shares" means the common shares, $.01 par value, of
the Holding Company or any security of the Holding Company issued in
substitution, in exchange or in lieu thereof.
(f) "Employment" means regular employment with the Holding
Company or a Subsidiary and does not include service as a director
only.
(g) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute.
(h) "Fair Market Value" shall be determined as follows:
(i) If the Common Shares are traded on a national securities
exchange at the time of grant of the Stock Option, then the Fair
Market Value shall be the average of the highest and the lowest
selling price on such exchange on the date such Stock Option is
granted or, if there were no sales on such date, then on the next
prior business day on which there was a sale.
(ii) If the Common Shares are quoted on The NASDAQ Stock
Market at the time of the grant of the Stock Option, then the
Fair Market Value shall be the mean between the closing high bid
and low asked quotation with respect to a Common Share on such
date on The NASDAQ Stock Market.
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(iii) If the Common Shares are listed on the National Daily
Quotation Service "pink sheets" published by the National
Quotation Bureau, Inc., then the Fair Market Value shall be the
mean between the closing high bid and low asked quotation with
respect to a Common Share on such date on the National Daily
Quotation Service "pink sheets."
(iv) If the Common Shares are not traded on a national
securities exchange or quoted on The NASDAQ Stock Market or
listed on the National Daily Quotation Service "pink sheets,"
then the Fair Market Value shall be as determined by the
Committee.
(i) "Holding Company" means Southern Community Bancshares, Inc.,
a Delaware corporation, or any successor corporation.
(j) "Incentive Stock Option" means any Stock Option granted
pursuant to the provisions of Section 8 of this Plan that is intended
to be and is specifically designated as an "incentive stock option"
within the meaning of Section 422 of the Code.
(k) "Non-Qualified Stock Option" means any Stock Option granted
pursuant to the provisions of Section 8 of this Plan that is not an
Incentive Stock Option.
(l) "OTS" means the Office of Thrift Supervision, Department of
the Treasury.
(m) "Participant" means an employee or director of the Holding
Company or a Subsidiary who is granted Stock Options under this Plan.
Notwithstanding the foregoing, for the purposes of the granting of any
Incentive Stock Option under this Plan, the term "Participant" shall
include only employees of the Holding Company or a Subsidiary.
(n) "Plan" means the Southern Community Bancshares, Inc. Stock
Option and Incentive Plan and Trust Agreement, as set forth herein and
as it may be hereafter amended from time to time.
(o) "Plan Shares" means the Common Shares held pursuant to the
Plan for which Stock Options have been, or may in the future be,
granted to a Participant pursuant to the Plan.
(p) "Plan Share Reserve" means the Common Shares held by the
Trustee pursuant to Section 7 of this Agreement.
(q) "Stock Option" means an award to purchase Common Shares
granted pursuant to the provisions of Section 8 of this Plan.
(r) "Subsidiary" means any corporation or entity in which the
Holding Company directly or indirectly controls 50% or more of the
total voting power of all classes of its stock having voting power and
includes, without limitation, First Federal Savings and Loan
Association of Cullman.
(s) "Terminated for Cause" means any removal of a director or
discharge of an employee for the personal dishonesty, incompetence,
willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful
violation of a material provision of any law, rule or regulation
(other than traffic violations or similar offenses), a material
violation of a final cease-and-desist order or any other action of a
director or employee which results in a substantial financial loss to
the Holding Company or a Subsidiary.
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(t) "Trust" means the trust established by this Agreement.
(u) "Trustee(s)" means the person(s) or entity approved by the
Board pursuant to Section 4(a) and 4(b) to hold legal title to the
Plan assets for the purposes set forth herein.
3. Establishment of the Plan and Trust. The Holding Company
hereby establishes a Stock Option and Incentive Plan and Trust
Agreement upon the terms and subject to the conditions set forth in
this Agreement. The Trustee hereby accepts the Trust and agrees to
hold the Trust assets existing on the date of this Agreement and all
additions and accretions thereto upon the terms and conditions of this
Agreement.
4. Administration.
(a) Committee; Trustee. This Plan shall be administered by the
Board or by a Committee, if one is designated by the Board, to be
comprised of not less than three of the members of the Board who are
not employees of the Holding Company. The members of the Committee,
if any, and the Trustee shall be appointed from time to time by the
Board. Members of the Committee, if any, and the Trustee shall serve
at the pleasure of the Board, and the Board may from time to time
remove members from, or add members to, the Committee or the Trustee.
A majority of the members of the Committee shall constitute a quorum
for the transaction of business. An action approved in writing by a
majority of the members of the Committee then serving shall be fully
as effective as if the action had been taken by unanimous vote at a
meeting duly called and held.
(b) Interpretation. The Board, or the Committee if one is
designated, is authorized to construe and interpret this Plan and to
make all other determinations necessary or advisable for the
administration of this Plan. The Board or the Committee, if any, may
designate persons other than members of Board or the Committee to
carry out its responsibilities under such conditions and limitations
as it may prescribe. Any determination, decision or action of the
Board or the Committee in connection with the construction,
interpretation, administration, or application of this Plan shall be
final, conclusive and binding upon all persons participating in this
Plan and any person validly claiming under or through persons
participating in this Plan. The Holding Company shall effect the
granting of Stock Options under this Plan in accordance with the
determinations made by the Board or the Committee, by execution of
instruments in writing in such form as approved by the Board or the
Committee.
5. Duration of, and Common Shares Subject to, this Plan.
(a) Term. This Plan shall terminate on the date which is ten
(10) years from the date on which this Plan is adopted by the Board,
except with respect to Stock Options then outstanding.
Notwithstanding the foregoing, no Incentive Stock Option may be
granted under this Plan after the date which is ten (10) years from
the date on which this Plan is adopted by the Board or the date on
which this Plan is approved by the shareholders of the Holding
Company, whichever is earlier.
(b) Common Shares Subject to Plan. The maximum number of Common
Shares in respect of which Stock Options may be granted under this
Plan, subject to adjustment as provided in Section 13 of this Plan,
shall be ten percent of the total Common Shares sold in connection
with the conversion of First Federal Savings and Loan Association of
Cullman from mutual to stock form.
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For the purpose of computing the total number of Common Shares
available for Stock Options under this Plan, there shall be counted
against the foregoing limitations the number of Common Shares subject
to issuance upon exercise or settlement of Stock Options as of the
dates on which such Stock Options are granted. If any Stock Options
are forfeited, terminated or exchanged for other Stock Options, or
expire unexercised, the Common Shares which were theretofore subject
to such Stock Options shall again be available for Stock Options under
this Plan to the extent of such forfeiture, termination or expiration
of such Stock Options.
Common Shares which may be issued under this Plan may be either
authorized and unissued shares or issued shares which have been
reacquired by the Holding Company or issued shares which have been
acquired by the Trust. No fractional shares shall be issued under
this Plan.
6. Eligibility and Grants. Persons eligible for Stock Options
under this Plan shall consist of directors and managerial and other
key employees of the Holding Company or a Subsidiary who hold
positions with significant responsibilities or whose performance or
potential contribution, in the judgment of the Committee, will benefit
the future success of the Holding Company or a Subsidiary. In
selecting the directors and employees to whom Stock Options will be
awarded and the number of shares subject to such Stock Options, the
Committee shall consider the position, duties and responsibilities of
the eligible directors and employees, the value of their services to
the Holding Company and the Subsidiaries and any other factors the
Committee may deem relevant.
7. Contributions or Purchases; Plan Share Reserve.
(a) Amount and Timing of Contributions or Purchases. The Board
shall determine the amounts of cash or Common Shares to be contributed
by the Holding Company to the Trust or the amounts of Common Shares to
be purchased by the Trust. Such amounts shall be paid to the Trustee
at the time of contribution. In connection with any purchase of
Common Shares by the Trust, the Trust may execute a promissory note
payable to the Holding Company in the amount up to the aggregate
purchase price, containing such terms and conditions as may be agreed
by the Holding Company and the Trust. No contributions to the Trust
by Directors or Employees shall be permitted.
(b) Investment of Trust Assets. Except as otherwise permitted
by Section 12(b) of this Agreement, the Trustee shall invest all of
the Trust's assets, after providing for any required withholding as
needed for tax purposes, exclusively in Common Shares. After such
investment, the Common Shares shall be held by the Trustee in the Plan
Share Reserve until such Common Shares are acquired pursuant to the
exercise of a Stock Option granted hereunder. Any funds held by the
Trust before purchasing Common Shares shall be invested by the Trustee
in such interest-bearing account or accounts at the Association as the
Trustee shall determine to be appropriate.
(c) Maintenance and Reduction of Plan Share Reserves. Upon the
exercise of Stock Options pursuant to this Agreement, or the decision
of the Committee to return Plan Shares to the Holding Company, the
Plan Share Reserve shall be reduced by the number of Plan Shares so
exercised or returned. Any Plan Shares subject to Stock Options which
have not been exercised shall be retained in the Plan Share Reserve.
8. Stock Options. Stock Options granted under this Plan may be
in the form of Incentive Stock Options or Non-Qualified Stock Options,
and such Stock Options shall be subject to the following terms and
conditions as the Committee shall deem desirable:
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(a) Grant. Stock Options may be granted under this Plan on
terms and conditions not inconsistent with the provisions of this Plan
and in such form as the Committee may from time to time approve and
shall contain such additional terms and conditions, not inconsistent
with the express provisions of this Plan; provided, however, that no
more than 25% of the shares subject to Stock Options may be awarded to
any individual who is an employee of the Holding Company or a
Subsidiary, no more than 5% of such shares may be awarded to any
director who is not an employee of the Holding Company or a
Subsidiary.
(b) Stock Option Price. The option exercise price per Common
Share purchasable under a Stock Option shall be determined by the
Committee at the time of grant; provided, however, that in no event
shall the exercise price of a Stock Option be less than 100% of the
Fair Market Value of the Common Shares on the date of the grant of
such Stock Option. Notwithstanding the foregoing, in the case of a
Participant who owns Common Shares representing more than 10% of the
outstanding Common Shares at the time the Incentive Stock Option is
granted, the option exercise price shall in no event be less than 110%
of the Fair Market Value of the Common Shares at the time the
Incentive Stock Option is granted.
(c) Stock Option Terms. Subject to the right of the Holding
Company to provide for earlier termination in the event of any merger,
acquisition or consolidation involving the Holding Company, the term
of each Stock Option shall be fixed by the Committee; except that the
term of Incentive Stock Options will not exceed ten years after the
date the Incentive Stock Option is granted; provided, however, that in
the case of a Participant who owns a number of Common Shares
representing more than 10% of the Common Shares outstanding at the
time the Incentive Stock Option is granted, the term of the Incentive
Stock Option shall not exceed five years.
(d) Exercisability. Except as set forth in Section 8(f) and
Section 9 of this Plan, Stock Options awarded under this Plan shall
become exercisable at the rate of one-fifth per year commencing on the
date that is one year after the date of the grant of the Stock Option
and shall be subject to such other terms and conditions as shall be
determined by the Committee at the date of grant.
(e) Method of Exercise. A Stock Option may be exercised, in
whole or in part, by giving written notice of exercise to the Trustee
and the Holding Company specifying the number of Common Shares to be
purchased. Such notice shall be accompanied by payment to the Trustee
of the full amount of the purchase price in cash or, if acceptable to
the Committee in its sole discretion, in Common Shares already owned
by the Participant, or by surrendering outstanding Stock Options. The
Board or the Committee, if any, may also permit Participants, either
on a selective or aggregate basis, to simultaneously exercise Options
and sell Common Shares thereby acquired, pursuant to a brokerage or
similar arrangement, approved in advance by the Board or the
Committee, and use the proceeds from such sale as payment of the
purchase price of such shares. Any amounts received by the Trustee in
respect of the exercise of Stock Options shall be remitted to the
Holding Company.
(f) Special Rule for Incentive Stock Options. With respect to
Incentive Stock Options granted under this Plan, to the extent the
aggregate Fair Market Value (determined as of the date the Incentive
Stock Option is granted) of the number of shares with respect to which
Incentive Stock Options are exercisable under all plans of the Holding
Company or a Subsidiary for the first time by a Participant during any
calendar year exceeds $100,000, or such other limit as may be required
by the Code, such Stock Options shall be Non-Qualified Stock Options
to the extent of such excess.
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9. Termination of Employment or Directorship.
(a) Except in the event of the death or disability of a
Participant, upon the resignation, removal or retirement from the
board of directors of any Participant who is a director of the Holding
Company or a Subsidiary, or upon the termination of Employment of a
Participant who is not a director of the Holding Company or a
Subsidiary, any Stock Option which has not yet become exercisable
shall there upon terminate and be of no further force or effect, and,
subject to extension by the Committee, any Stock Option which has
become exercisable shall terminate if it is not exercised within 12
months of such resignation, removal or retirement; provided, however,
in the case of any Incentive Stock Option such period shall be 3
months after such resignation, removal or retirement.
(b) Unless the Committee shall specifically state otherwise at
the time a Stock Option is granted, all Stock Options granted under
this Plan shall become exercisable in full on the date of termination
of a Participant's employment or directorship with the Holding Company
or a Subsidiary because of his death or disability, and, subject to
extension by the Committee, all Stock Options shall terminate if not
exercised within 12 months of the Participant's death or disability.
(c) In the event the Employment or the directorship of a
Participant is Terminated for Cause (hereinafter defined), any Stock
Option which has not been exercised shall terminate as of the date of
such termination for cause.
10. Non-transferability of Stock Options. No Stock Option
under this Plan, and no right or interests therein, shall be
assignable or transferable by a Participant except by will or the laws
of descent and distribution. During the lifetime of a Participant,
Stock Options are exercisable only by, and payments in settlement of
Stock Options will be payable only to, the Participant or his or her
legal representative.
11. Voting of Plan Shares. All Common Shares held by the
Trustee in the Plan Share Reserve, including Common Shares subject to
Stock Options which have not been exercised, shall be voted by the
Trustee.
12. Trust.
(a) The Trustee. The Trustee shall receive, hold, administer,
invest and make distributions and disbursements from the Trust in
accordance with the provisions of the Plan and the Trust and the
applicable directions, rules, regulations, procedures and policies
established by the Committee pursuant to this Agreement.
(b) Management of Trust. The Trustee shall have complete
authority and discretion with respect to the management, control and
investment of the Trust, and the Trustee shall invest all assets of
the Trust, except those attributable to cash dividends paid with
respect to Plan Shares not held in the Plan Share Reserve, in Common
Shares to the fullest extent practicable, and except to the extent
that the Trustee determines that the holding of monies in cash or cash
equivalents is necessary to meet the obligations of the Trust. The
Trustee shall have the power to do all things and execute such
instruments as may be deemed necessary or proper, including the
following powers:
(i) To invest up to 100% of all Trust assets in Common
Shares without regard to any law now or hereafter in force
limiting investments for Trustees or other fiduciaries. The
investment authorized herein may constitute the only investment
of the Trust, and, in making such investment, the Trustee is
authorized to purchase Common Shares from the Holding Company or
from any other source. Such Common Shares so purchased may be
outstanding, newly issued or treasury shares;
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(ii) To invest any Trust assets not otherwise invested in
accordance with clause (i) above, in such deposit accounts and
certificates of deposit (including those issued by the
Association), obligations of the United States government or its
agencies or such other investments as shall be considered the
equivalent of cash;
(iii) To sell, exchange or otherwise dispose of any property
at any time held or acquired by the Trust;
(iv) To cause stocks, bonds or other securities to be
registered in the name of a nominee, without the addition of
words indicating that such security is an asset of the Trust (but
accurate records shall be maintained showing that such security
is an asset of the Trust);
(v) To hold cash without interest in such amounts as may be
reasonable, in the opinion of the Trustee, for the proper
operation of the Plan and the Trust;
(vi) To employ brokers, agents, custodians, consultants and
accountants;
(vii) To hire counsel to render advice with respect to the
Trustee's rights, duties and obligations hereunder, and such
other legal services or representation as the Trustee may deem
desirable; and
(viii) To hold funds and securities representing the amounts
to be distributed to a Recipient or his Beneficiary as a
consequence of a dispute as to the disposition thereof, whether
in a segregated account or held in common with other assets of
the Trust.
Notwithstanding anything herein contained to the contrary, the Trustee
shall not be required to make any inventory, appraisal or settlement
or report to any court, or to secure any order of court for the
exercise of any power herein contained, or to give bond.
(c) Records and Accounts. The Trustee shall maintain accurate
and detailed records and accounts of all transactions of the Trust,
which shall be available at all reasonable times for inspection by any
legally entitled person or entity to the extent required by applicable
law, or any other person determined by the Committee.
(d) Earnings. All earnings, gains and losses with respect to
Trust assets shall be allocated, in accordance with a reasonable
procedure adopted by the Committee, to bookkeeping accounts for
Recipients or to the general account of the Trust, depending on the
nature and allocation of the assets generating such earnings, gains
and losses. Without limiting the generality of the foregoing, any
earnings on cash dividends or returned capital received with respect
to Common Shares shall be allocated (a) to accounts for Participants,
if such shares are the subject of outstanding grants, and shall be
distributed as specified in Article VII of this Agreement, or (b)
otherwise to the Plan Share Reserve if such Plan Shares are not the
subject of outstanding grants.
(e) Expenses. All costs and expenses incurred in the operation
and administration of the Plan shall be paid by the Holding Company.
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13. Adjustments Upon Changes in Capitalization.
(a) The existence of this Plan and the Stock Options granted
hereunder shall not affect or restrict in any way the right or power
of the Board or the shareholders of the Holding Company to make or
authorize the following: any adjustment, recapitalization,
reorganization or other change in the Holding Company's capital
structure or its business; any merger, acquisition or consolidation of
the Holding Company; any issuance of bonds, debentures, preferred or
prior preference stocks ahead of or affecting the Holding Company's
capital stock or the rights thereof; the dissolution or liquidation of
the Holding Company or any sale or transfer of all or any part of its
assets or business; or any other corporate act or proceeding,
including any merger or acquisition which would result in the exchange
of cash, stock of another company or options to purchase the stock of
another company for any Stock Option outstanding at the time of such
corporate transaction or which would involve the termination of all
Stock Options outstanding at the time of such corporate transaction.
(b) In the event of any change in capitalization affecting
the Common Shares of the Holding Company, such as a stock dividend,
stock split, recapitalization, merger, consolidation, split-up,
combination or exchange of shares or other form of reorganization, or
any other change affecting the Common Shares, such proportionate
adjustments, if any, as the Board in its discretion may deem
appropriate to reflect such change shall be made with respect to the
aggregate number of Common Shares for which Stock Options in respect
thereof may be granted under this Plan, the maximum number of Common
Shares which may be sold or awarded to any Participant, the number of
Common Shares covered by each outstanding Stock Option, and the
exercise price per share in respect of outstanding Stock Options.
(c) The Committee may also make such adjustments in the number
of shares covered by, and the exercise price or other value of, any
outstanding Stock Options in the event of a spin-off or other
distribution (other than normal cash dividends) of Holding Company
assets to shareholders. In the event that another corporation or
business entity is being acquired by the Holding Company, and the
Holding Company agrees to assume outstanding employee stock options
and/or the obligation to make future grants of options or rights to
employees of the acquired entity, the aggregate number of Common
Shares available for Stock Options under Section 5 of this Plan may be
increased accordingly.
14. Amendment and Termination of this Plan. Without further
approval of the shareholders, the Board may at any time terminate this
Plan, or may amend it from time to time in such respects as the Board
may deem advisable, except that the Board may not, without approval of
the shareholders, make any amendment which would (a) increase the
aggregate number of Common Shares which may be issued under this Plan
(except for adjustments pursuant to Section 13 of this Plan), (b)
materially modify the requirements as to eligibility for participation
in this Plan, or (c) materially increase the benefits accruing to
Participants under this Plan. The above notwithstanding, the Board
may amend this Plan to take into account changes in applicable
securities, federal income tax and other applicable laws.
15. Modification of Options. The Board may authorize the
Committee to direct the execution of an instrument providing for the
modification of any outstanding Stock Option which the Board believes
to be in the best interests of the Holding Company; provided, however,
that no such modification, extension or renewal shall reduce the
exercise price or confer on the holder of such Stock Option any right
or benefit which could not be conferred on him by the grant of a new
Stock Option at such time and shall not materially decrease the
Participant's benefits under the Stock Option without the consent of
the holder of the Stock Option, except as otherwise permitted under
this Plan.
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16. Miscellaneous.
(a) Tax Withholding. The Holding Company shall have the right
to deduct from any settlement, including the delivery or vesting of
Common Shares, made under this Plan any federal, state or local taxes
of any kind required by law to be withheld with respect to such
payments or to take such other action as may be necessary in the
opinion of the Holding Company to satisfy all obligation for the
payment of such taxes. If Common Shares are used to satisfy tax
withholding, such shares shall be valued based on the Fair Market
Value when the tax withholding is required to be made.
(b) No Right to Employment. Neither the adoption of this Plan
nor the granting of any Stock Option shall confer upon any employee of
the Holding Company or a Subsidiary any right to continued Employment
with the Holding Company or a Subsidiary as the case may be, nor shall
it interfere in any way with the right of the Holding Company or a
Subsidiary to terminate the Employment of any of its employees at any
time, with or without cause.
(c) Annulment of Stock Options. The grant of any Stock Option
under this Plan payable in cash is provisional until cash is paid in
settlement thereof. The grant of any Stock Option payable in Common
Shares is provisional until the Participant becomes entitled to the
certificate in settlement thereof. In the event the Employment or the
directorship of a Participant is Terminated for Cause, any Stock
Option which is provisional shall be annulled as of the date of such
termination.
(d) Other Holding Company Benefit and Compensation Programs.
Payments and other benefits received by a Participant under a Stock
Option made pursuant to this Plan shall not be deemed a part of a
Participant's regular, recurring compensation for purposes of the
termination indemnity or severance pay law of any country and shall
not be included in, nor have any effect on, the determination of
benefits under any other employee benefit plan or similar arrangement
provided by the Holding Company or a Subsidiary unless expressly so
provided by such other plan or arrangement, or except where the
Committee expressly determines that a Stock Option or portion of a
Stock Option should be included to accurately reflect competitive
compensation practices or to recognize that a Stock Option has been
made in lieu of a portion of competitive annual cash compensation,
Stock Options under this Plan may be made in combination with or in
tandem with, or as alternatives to, grants, stock options or payments
under any other plans of the Holding Company or a Subsidiary. This
Plan notwithstanding, the Holding Company or any Subsidiary may adopt
such other compensation programs and additional compensation
arrangements as it deems necessary to attract, retain and reward
directors and employees for their service with the Holding Company and
its Subsidiaries.
(e) Securities Law Restrictions. No Common Shares shall be
issued under this Plan unless counsel for the Holding Company shall be
satisfied that such issuance will be in compliance with applicable
federal and state securities laws. Certificates for Common Shares
delivered under this Plan may be subject to such stock-transfer orders
and other restrictions as the Committee may deem advisable under the
rules, regulations, and other requirements of the Securities and
Exchange Committee, any stock exchange upon which the Common Shares
are then listed, and any applicable federal or state securities law.
The Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
(f) Stock Option Agreement. Each Participant receiving a
Stock Option under this Plan shall enter into an agreement with the
Holding Company in a form specified by the Committee agreeing to the
terms and conditions of the Stock Option and such related matters as
the Committee shall, in its sole discretion, determine.
(g) Cost of Plan. The costs and expenses of administering
this Plan shall be borne by the Holding Company.
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(h) Governing Law. This Plan and all actions taken hereunder
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 applicable.
(i) Voting and Dividend Rights. No Participant shall have any
voting or dividend rights (except as specifically provided in Section
12) or other rights of a shareholder in respect of any Common Shares
covered by a grant, prior to the time such Common Shares are owned by
such Participant.
(j) Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Delaware, except to the
extent that federal laws shall be deemed applicable.
(k) Effective Date. This Plan shall be effective immediately
after adoption by the Board and the approval by the Holding Company's
shareholders. This Plan shall be submitted to the shareholders of the
Holding Company for approval at an annual or special meeting of
shareholders to be held no sooner than six months after the effective
date of the Conversion.
(l) Tax Status of Trust. It is intended that the trust
established hereby be treated as a grantor trust of the Association
under the provisions of Section 671, et seq., of the Internal Revenue
Code of 1986, as amended (26 U.S.C. Sect. 671 et seq.)
IN WITNESS WHEREOF, the following Trustees execute this
Agreement, accepting and binding themselves to undertake and perform
the obligations and duties of the Trustee hereunder and consenting to
the foregoing Agreement effective the ___ day of January, 1998.
B y : ____________________________ (Trustee)
B y : ____________________________ (Trustee)
B y : ______________________________ (Trustee)
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