-----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, BqyUI6J1QmwKIDbnMM7j3WbX9A94naUroFh3HGJfdy/TxkUXJm1pTYgvWqRATVii mZLWun1bAOiopbSWBa2HIg== 0000950168-99-001956.txt : 19990726 0000950168-99-001956.hdr.sgml : 19990726 ACCESSION NUMBER: 0000950168-99-001956 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990723 EFFECTIVENESS DATE: 19990723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAROLINA FIRST CORP CENTRAL INDEX KEY: 0000797871 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 570824914 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-83519 FILM NUMBER: 99668964 BUSINESS ADDRESS: STREET 1: 102 S MAIN ST CITY: GREENVILLE STATE: SC ZIP: 29601 BUSINESS PHONE: 8032557900 S-8 1 CAROLINA FIRST FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1999. REGISTRATION FILE NO. 333-_________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAROLINA FIRST CORPORATION -------------------------- (Exact name of registrant as specified in its charter) South Carolina 57-0824914 - ----------------------- ------------------------------------ (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 102 SOUTH MAIN STREET GREENVILLE, SOUTH CAROLINA 29601 (864) 255-7900 -------------------------------------------------------------- (Address, Including Zip Code, of Principal Executive Offices) CAROLINA FIRST CORPORATION FORTUNE 50 PLAN ------------------------------------------ (Full Title of the Plan) WILLIAM S. HUMMERS III, EXECUTIVE VICE PRESIDENT CAROLINA FIRST CORPORATION 102 SOUTH MAIN STREET GREENVILLE, SOUTH CAROLINA 29601 (864) 255-7913 ------------------------------------------------ (Name, address, and telephone number, including area code, of agent for service) Copies to: WILLIAM P. CRAWFORD, JR., ESQ. WYCHE, BURGESS, FREEMAN & PARHAM, P.A. POST OFFICE BOX 728 GREENVILLE, SOUTH CAROLINA 29602-0728 (864) 242-8200 CALCULATION OF REGISTRATION FEE
=============================================================================================== Proposed Maximum Proposed Maximum Title of Securities Amount to Offering Price Aggregate Amount of to be Registered be Registered Per Share(1) Offering Price (1) Registration Fee(1) - ----------------------------------------------------------------------------------------------- Common Stock 300,000 shares $23.625 $7,087,500 $1,970.33 ===============================================================================================
(1) Pursuant to Rule 457(c) and (h), the average of the high and low prices reported on the Nasdaq National Market System on July 16, 1999 (as published in the Wall Street Journal) is used for purposes of calculating the registration fee. THE EXHIBIT INDEX IS ON PAGE 4 OF THIS REGISTRATION STATEMENT. PART I: INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION. Not included in this registration statement (the "Registration Statement") but provided or to be provided to Carolina First Corporation's ("Carolina First" or the "Company") Carolina First Corporation Fortune 50 Plan (the "Plan") participants pursuant to Rule 428(b) of the Securities Act of 1933, as amended (the "Securities Act"). ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Not included in this Registration Statement but provided or to be provided to Plan participants pursuant to Rule 428(b) of the Securities Act. PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents or portions thereof are hereby incorporated by reference: The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, Commission File No. 0-15083. The Company's Quarterly Report on Form 10-Q for the quarter ending March 31, 1995, Commission File No. 0-15083. The Company's Current Reports on Form 8-K dated July 16, 1999, April 6, 1999 and February 17, 1999. All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of the Company's 1998 fiscal year. The description of the Company's common stock contained in (the registrant's Form 8-A) filed with the Securities and Exchange Commission on or about October 22, 1986, Commission File No. 000-15083. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part thereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The law firm of Wyche, Burgess, Freeman & Parham, P.A., located in Greenville, South Carolina, is counsel to the registrant in connection with this Registration Statement and has passed on certain aspects of the legality of the 2 common stock covered hereby. As of June 30, 1999, attorneys of Wyche, Burgess, Freeman & Parham, P.A., beneficially owned in the aggregate approximately 35,800 of the outstanding shares of common stock of the registrant. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Reference is made to Chapter 8, Article 5 of Title 33 of the 1976 Code of Laws of South Carolina, as amended, which provides for indemnification of officers and directors of South Carolina corporations in certain instances in connection with legal proceedings involving any such persons because of being or having been an officer or director. Carolina First's Bylaws provide that the Corporation shall indemnify any individual made a party to a proceeding because he is or was a Director of the Corporation against liability incurred in the proceeding to the fullest extent permitted by law, and that the Corporation shall pay for or reimburse the reasonable expenses incurred by a Director who is a party to a proceeding in advance of final disposition of the proceeding to the fullest extent permitted by law. Carolina First has entered into indemnification agreements with each of its Directors, which make the above-referenced Bylaws provisions the basis of a contract between Carolina First and each director. Chapter 8, Article 5 of Title 33 of the 1976 Code of Laws of South Carolina, as amended, also permits a corporation to purchase and maintain insurance on behalf of a person who is or was an officer or director of the corporation. Carolina First maintains directors' and officers' liability insurance. Reference is made to Chapter 2 of Title 33 of the 1976 Code of Laws of South Carolina, as amended, respecting the limitation in a corporation's articles of incorporation of the personal liability of a director for breach of the director's fiduciary duty. Reference is made to Carolina First's Articles of Amendment filed with the South Carolina Secretary of State on April 18, 1989 which state: "A director of the corporation shall not be personally liable to the corporation or any of its shareholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not be deemed to eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve gross negligence, intentional misconduct, or a knowing violation of laws, (iii) imposed under Section 33-8-330 of the South Carolina Business Corporation Act of 1988 (improper distribution to shareholder), or (iv) for any transaction from which the director derived an improper personal benefit." ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. 3 ITEM 8. EXHIBITS. Exhibit 4.1 Articles of Incorporation: Incorporated by reference to Exhibit 3.1 of Carolina First's Registration Statement on Form S-4, Commission File No. 33-57389. 4.2 Articles of Amendment dated June 1, 1997. Incorporated by reference to Exhibit 3.2 of Carolina First's Registration Statement on Form S-4 filed on July 30, 1997, Commission File No. 333-32459. 4.3 Amended and Restated Bylaws of Carolina First, as amended and restated as of December 18, 1996: Incorporated by reference to Exhibit 3.1 of Carolina First's Current Report on Form 8-K dated December 18, 1996, Commission File No. 0-15083. 4.4 Specimen Carolina First Common Stock certificate: Incorporated by reference to Exhibit 4.1 of Carolina First's Registration Statement on Form S-1, Commission File No. 33-7470. 4.5 Amended and Restated Shareholder Rights Agreement: Incorporated by reference to Exhibit 4.1 of Carolina First's Current Report on Form 8-K dated December 18, 1996, Commission File No. 0-15083. 5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality of shares of Carolina First. 23.1 Consent of KPMG LLP. 23.2 Consent of Wyche, Burgess, Freeman & Parham, P.A.: Contained in Exhibit 5.1. 24.1 The Power of Attorney: Contained on the signature page of the initial filing of this Registration Statement. 99.1 Carolina First Corporation Fortune 50 Plan. ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; 4 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenville, State of South Carolina, on July 22, 1999. Carolina First Corporation By: /s/ William S. Hummers III ------------------------------------ William S. Hummers III, Executive Vice President POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mack I. Whittle, Jr. and William S. Hummers III, and each of them, as true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all annexes thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all which said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do, or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and as of the dates indicated:
Signature Title Date /s/ William R. Timmons, Jr. - ------------------------ Chairman of the Board July 22, 1999 William R. Timmons, Jr. /s/ Mack I. Whittle, Jr. President, Chief Executive Officer July 22, 1999 - ------------------------ and Director (Principal Executive Officer) Mack I. Whittle, Jr. /s/ William S. Hummers III Executive Vice President, Director July 22, 1999 - -------------------------- (Principal Accounting and Financial Officer) William S. Hummers III /s/ M. Dexter Hagy - -------------------------- Director July 22, 1999 M. Dexter Hagy /s/ Eugene E. Stone IV - -------------------------- Director July 22, 1999 Eugene E. Stone IV /s/ H. Earle Russell, Jr. - -------------------------- Director July 22, 1999 H. Earle Russell, Jr. /s/ Judd H. Farr - -------------------------- Director July 22, 1999 Judd H. Farr /s/ Charles B. Schooler - -------------------------- Director July 22, 1999 Charles B. Schooler /s/ Elizabeth P. Stall - -------------------------- Director July 22, 1999 Elizabeth P. Stall /s/ David C. Wakefield III - -------------------------- Director July 22, 1999 David C. Wakefield III
6
/s/ Vernon E. Merchant, Jr. - -------------------------- Director July 22, 1999 Vernon E. Merchant, Jr. /s/ C. Claymon Grimes, Jr. - -------------------------- Director July 22, 1999 C. Claymon Grimes, Jr. /s/ Samuel H. Vickers - -------------------------- Director July 22, 1999 Samuel H. Vickers
7 INDEX TO EXHIBITS CONTAINED HEREIN EXHIBIT - ------- 4.1 Articles of Incorporation: Incorporated by reference to Exhibit 3.1 of Carolina First's Registration Statement on Form S-4, Commission File No. 33-57389. 4.2 Articles of Amendment dated June 1, 1997. Incorporated by reference to Exhibit 3.2 of Carolina First's Registration Statement on Form S-4 filed on July 30, 1997, Commission File No. 333-32459. 4.3 Amended and Restated Bylaws of Carolina First, as amended and restated as of December 18, 1996: Incorporated by reference to Exhibit 3.1 of Carolina First's Current Report on Form 8-K dated December 18, 1996, Commission File No. 0-15083. 4.4 Specimen Carolina First Common Stock certificate: Incorporated by reference to Exhibit 4.1 of Carolina First's Registration Statement on Form S-1, Commission File No. 33-7470. 4.5 Amended and Restated Shareholder Rights Agreement: Incorporated by reference to Exhibit 4.1 of Carolina First's Current Report on Form 8-K dated December 18, 1996, Commission File No. 0-15083. 5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality of shares of Carolina First. 23.1 Consent of KPMG LLP. 23.2 Consent of Wyche, Burgess, Freeman & Parham, P.A.: Contained in Exhibit 5.1. 24.1 The Power of Attorney: Contained on the signature page of the initial filing of this Registration Statement. 99.1 Carolina First Corporation Fortune 50 Plan. 8 EX-5 2 EXHIBIT 5.1 EXHIBIT 5.1 [Wyche, Burgess, Freeman & Parham Letterhead] July 22, 1999 Carolina First Corporation 102 South Main Street Greenville, South Carolina 29601 Re: Opinion re Legality of shares issued pursuant to the Registration Statement on Form S-8 of Carolina First Corporation Fortune 50 Plan Ladies and Gentlemen: The opinion set forth below is rendered with respect to the 300,000 shares, $1.00 par value, of common stock of Carolina First Corporation (the "Company"), that will be registered with the Securities and Exchange Commission by the above-referenced Registration Statement on Form S-8 pursuant to the Securities Act of 1933, as amended, in connection with the Company's Fortune 50 Plan (the "Plan"). We have examined the Company's Articles of Incorporation, and all amendments thereto, and the Company's By-Laws, as amended, and reviewed the records of the Company's corporate proceedings. We have made such investigation of law as we have deemed necessary in order to enable us to render this opinion. With respect to matters of fact, we have relied upon information provided to us by the Company and no further investigation. With respect to all examined documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic originals of all documents submitted to us as copies and the accuracy and completeness of the information contained therein. Based on and subject to the foregoing and subject to the comments, limitations and qualifications set forth below, we are of the opinion that upon satisfaction of the exercisability and other conditions set forth in the Plan and in the applicable stock option agreement or letter and payment of the applicable exercise price, shares of the Company's common stock covered by the above-referenced Registration Statement that are issued after the date hereof under and in compliance with the terms of the Plan will be legally issued, fully paid to the Company and non-assessable. The foregoing opinion is limited to matters governed by the laws of the State of South Carolina in force on the date of this letter. We express no opinion with regard to any matter that may be (or that purports to be) governed by the laws of any other state or jurisdiction or any political subdivision of the State of South Carolina. In addition, we express no opinion with respect to any matter arising under or governed by the South Carolina Uniform Securities Act, as amended, any law respecting disclosure or any law respecting any environmental matter. This opinion is rendered as of the date of this letter and applies only to the matters specifically covered by this opinion, and we disclaim any continuing responsibility for matters occurring after the date of this letter. Except as noted below, this opinion is rendered solely for your benefit in connection with the above-referenced Registration Statement on Form S-8 respecting shares of the Company's common stock to be issued under the Plan and may not be relied upon, quoted or used by any other person or entity, other than participants in the Plan, or for any other purpose without our prior written consent. 9 We consent to the use of this opinion as an exhibit to the above-referenced Registration Statement on Form S-8 respecting shares of the Company's common stock to be issued under the Plan. We also consent to the use of our name under the heading "Item 5: Interests of Named Experts and Counsel." Very truly yours, /s/ WYCHE, BURGESS, FREEMAN & PARHAM, P.A. WYCHE, BURGESS, FREEMAN & PARHAM, P.A. 10 EX-23 3 EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT ----------------------------- The Board of Directors Carolina First Corporation: We consent to the use of our report incorporated herein by reference. /s/ KPMG LLP KPMG LLP Greenville, South Carolina July 21, 1999 11 EX-99 4 EXHIBIT 99.1 EXHIBIT 99.1 CAROLINA FIRST CORPORATION FORTUNE 50 PLAN ARTICLE I PURPOSE OF THE PLAN The Carolina First Corporation Fortune 50 Plan is intended to enhance the profitability and value of the Company by providing performance-based incentives and additional equity ownership opportunities to Eligible Employees of the Company and its subsidiaries. ARTICLE II DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION 2.1 GENERAL DEFINITIONS. As used herein, the following capitalized terms have the following respective meanings. (a) "AWARD" means any Option granted to an Eligible Employee pursuant to Section 6.1 of the Plan, including all rights and interests that arise out of or are otherwise related to such Option. (b) "AWARD TERM SHEET" means the document provided to or otherwise made available to a Participant which describes the Award granted to the Participant and sets forth the terms, conditions and restrictions specific to the Award. (c) "BOARD" means the Company's board of directors. (d) "COMMITTEE" means a committee of the Company comprised of the Chief Executive Officer, the Chief Financial Officer and the Chief Human Resources Executive, or any other committee designated by the Board to administer the Plan. (e) "COMMON STOCK" means the Company's common stock, par value $1.00 per share. (f) "COMPANY" means Carolina First Corporation and its successors. (g) "DATE OF GRANT" means the date of grant of an Award under the Plan as set forth on an Award Term Sheet. (h) "DISABILITY" means a disability which would entitle a Participant to receive a disability benefit under the Company's Long-Term Disability Plan, as from time to time in effect, whether or not the Participant is then participating in such Plan. (i) "ELIGIBLE EMPLOYEE" means any person employed by the Company or one of its subsidiaries who works at least twenty hours per week. (j) "FAIR MARKET VALUE" means the average of the bid and ask prices at closing of a share of Common Stock as reported on the Nasdaq National Market for a given date or, in the absence of sales on a given date, such average for the immediate preceding day on which such sales were reported. (k) "OPTION" means an option granted under the Plan to purchase shares of Common Stock and having such terms, conditions and restrictions as the Committee determines. 12 (l) "PARTICIPANT" means an Eligible Employee who is granted an Award under the Plan. (m) "PLAN" means this Carolina First Corporation Fortune 50 Plan, as amended from time to time. (n) "RETIREMENT" means retirement from Carolina First Corporation and its Affiliates after age 65, as long as Eligible Employee has given at least five consecutive years of service to the Company. (o) "SHARE" means a share of Common Stock. 2.2 OTHER DEFINITIONS. Other capitalized terms used herein and not defined above are defined where they first appear. 2.3 CONFLICTING PROVISIONS. In the event of any conflict or other inconsistency between the terms of the Plan and the terms of any Award Term Sheet, the terms of the Plan will control. ARTICLE III SHARES AVAILABLE FOR AWARDS UNDER THE PLAN 3.1 NUMBER OF SHARES. An aggregate of up to 300,000 Shares are available for Awards and as a basis for calculating awards under the Plan. Shares issued with respect to Awards may be new issue Common Stock or Common Stock purchased by the Company for use in the Plan, or any combination thereof, as the Company determines. 3.2 REUSAGE OF SHARES. Shares identified with Awards that for any reason terminate or expire unexercised will thereafter be available for other Awards under the Plan. Shares unissued upon termination of the Plan and all awards granted hereunder, shall become authorized but unissued shares of the Company. 3.3 ADJUSTMENTS. Any change in the number of outstanding shares of Common Stock occurring by reason of a stock split, stock dividend, spin-off, split-up, recapitalization or other similar event will be reflected proportionally in (a) the aggregate number of Shares available for Awards under the Plan, (b) the number of Shares identified as Awards then outstanding, and (c) the purchase price of Awards then outstanding. The number of Shares, if any, identified with an Award, after giving effect to any such adjustment, will be rounded down to the nearest whole Share. ARTICLE IV PARTICIPATION IN THE PLAN The Committee will have sole discretionary authority to select Participants from among Eligible Employees and determine the Award or Awards each Participant will receive. In making such selections and determinations, the Committee will consider such factors as it deems relevant to effect the purpose of the Plan. No Eligible Employee will be entitled to receive any additional Awards or otherwise further participate in the Plan solely because the Eligible Employee previously was granted an Award. ARTICLE V ADMINISTRATION OF THE PLAN Subject to the terms of the Plan, the Committee will have sole discretionary authority to determine the category or categories of Eligible Employees to whom Awards will be granted, the type and amount of each Award to be granted 13 to each Eligible Employee in such category or categories, the date of issuance and duration of each Award, the purchase price of each Award, and such other Award terms, conditions and restrictions as the Committee deems advisable. Notwithstanding anything in the Plan to the contrary, the Committee may delegate any or all of its authority under the Plan to such officers of the Company as the Committee may designate from time to time. All decisions of the Committee and any such officers made pursuant to the authority granted herein or delegated by the Committee will be final and binding on all parties. ARTICLE VI AWARDS 6.1 TYPES. The Committee may grant Options under the Plan having such terms, conditions and restrictions as the Committee determines. 6.2 PRICE. The purchase price will be the Fair Market Value on the date the Option is granted, but not less than the purchase price of the original options granted hereunder. 6.3 EXERCISE TERM. The Committee will determine the term of each Award, PROVIDED that (a) no Award will be exercisable after ten years from the Date of Grant and (b) no Award will be exercisable unless a registration statement for the Shares, if any, underlying the Award is then in effect under the Securities Act of 1933, as amended, or unless in the opinion of legal counsel registration under such act is not required. 6.4 PAYMENT OF PURCHASE PRICE. Under exercise of an Option that requires a payment from the Participant to the company, the amount due the Company may be paid by cash or such other method as the Committee determines. 6.5 AWARD TERM SHEET. Each Award will be evidenced by an Award Term Sheet in such form and not inconsistent with the Plan as the Committee may approve from time to time. The Committee may include in each Award Term Sheet such terms and conditions it deems necessary or advisable, including the following: the terms, conditions and restrictions of the Award; the purchase price and acceptable methods of payment of the purchase price; the Award's duration; the effect on the Award of the Participant's death, Disability, Retirement or other termination of employment; and the restrictions against transfer, if any, on the Award or the Shares subject to the Award. 6.6 WITHHOLDING TAXES. The Company and its subsidiaries have the right to withhold, at any time any distribution is made under the Plan, whether in cash or in Shares, or at the time any Award is exercised, all amounts necessary to satisfy federal, state and local withholding requirements related to such distribution or exercise. Any required withholding may be satisfied by cash or the Company's withholding of Shares having a Fair Market Value equal to the amount required to be withheld, as provided in the Award Term Sheet. ARTICLE VII MISCELLANEOUS PROVISIONS 7.1 TERMINATION OF EMPLOYMENT. 7.1.1 DUE TO DEATH, DISABILITY OR RETIREMENT. If a Participant ceases to be an Eligible Employee by reason of the Participant's death, Disability or Retirement, all of the Participant's Awards will immediately become exercisable and will continue to be exercisable until the earlier of 14 three (3) months after such death, Disability or Retirement or the Awards' stated expiration date. 7.1.2 OTHER THAN DUE TO DEATH, DISABILITY OR RETIREMENT. Except as otherwise determined by the Committee, if a Participant ceases to be an Eligible Employee for any reason other than death, Disability or Retirement, all of the Participant's Awards consisting of unexercised, vested shares will continue to be exercisable until the earlier of three (3) months after such eligibility ceases or the Awards' stated expiration date. All of the Participant's Awards consisting of unvested shares will immediately terminate without notice of any kind. 7.1.3 INTERCOMPANY TRANSFERS. Transfers to a Participant's employment between the Company and a subsidiary or between subsidiaries will not by itself constitute termination of the Participant's Eligible Employee status for purposes of any Award. 7.2 NONTRANSFERABILITY. Except as otherwise determined by the Committee, (a) an Award may be exercised during a Participant's lifetime only by the Participant or the Participant's legal guardian or legal representative, and (b) no Award may be assigned, hypothecated or otherwise transferred by the Participant to whom it was granted other than by will or pursuant to the laws of descent and distribution. 7.3 "CHANGE IN CONTROL." For the purposes of the Plan, a "Change in Control" of the Company shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied. (i) any person, as defined in Section 3(a)(9) of the Exchange Act, as such term is modified in Sections 13(d) and 14(d) of the Exchange Act (other than (A) any employee plan established by the Company, (B) the Company or any of its affiliates (as defined in Rule 12b-2 promulgated under the Exchange Act), (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) a corporation owned, directly or indirectly, by shareholders of the Company in substantially the same proportions as their ownership of the Company) (a "Person"), is or becomes the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company) representing 25% or more of the combined voting power of the Company's then outstanding voting securities; (ii) during any period of up to two consecutive years (not including any period prior to the effective date of this amendment) individuals who, at the beginning of such period, constitute the Board cease for any reason to constitute at least a majority thereof, provided that any person who becomes a director subsequent to the beginning of such period and whose nomination for election is approved by at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved (other than a director (A) whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the director of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act or (B) who was designated by a Person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) hereof) shall be deemed a director as of the beginning of such period; (iii) the shareholders of the Company approve a merger of consolidation of the Company with any other corporation (other than (A) a merger of consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining 15 outstanding or by being converted into voting securities of the surviving entity or any parent thereto, in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of any Corporation) at least 51% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger of consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes a beneficial owner (as defined in clause (i) above), directly or indirectly, or securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company representing 25% or more of the combined voting power of the Company's then outstanding voting securities)); or (iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition of the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 75% of the combined voting power of the voting securities of which are owned by persons in substantially the same proportions as their ownership of the Company immediately prior to such sale. Upon the occurrence of an event constituting a "Change of Control" of the Company, all Awards will become immediately exercisable in full and all conditions or restrictions to the receipt thereof will immediately terminate. 7.4 NO EMPLOYMENT CONTRACT. Neither the adoption of the Plan nor the grant for any Award will (a) confer upon any Eligible Employee any right to continued employment with the Company or any subsidiary or (b) interfere in any way with the right of the Company or any subsidiary to terminate at any time the employment of any Eligible Employee. 7.5 AMENDMENT OF PLAN. The Committee may at any time suspend, terminate or amend the Plan without necessity of notice in its sole discretion. 7.6 DURATION OF THE PLAN. The Plan will become effective upon its approval by the Board and any necessary shareholder approval, and unless earlier terminated by the Board, will remain in effect until all Shares available for issuance under the Plan have been issued or is sooner terminated by the Committee. Awards may be made subject to receipt of shareholder approval at the next annual meeting of the Company's shareholders. 16 -----END PRIVACY-ENHANCED MESSAGE-----