December 1, 2000
Page 1
EXHIBIT 4(b)
BRITTON & KOONTZ CAPITAL CORPORATION
500 Main Street
Natchez, Mississippi 39120
December 1, 2000
[name]
[address]
Re: Status of options granted under the Louisiana Bancshares, Inc
Incentive Stock Option Plan
Dear [name]:
This letter is to confirm that as of December 1, 2000, Britton & Koontz
Capital Corporation ("Britton & Koontz") has assumed the incentive stock options
granted to you under the Louisiana Bancshares, Inc. Incentive Stock Option Plan
(the "Louisiana Bancshares Plan"). In addition, the shares of Britton & Koontz
Stock (as defined below) issuable upon exercise of your options have been
registered this date with the Securities and Exchange Commission in a
Registration Statement on Form S-8.
Your options were converted into the right to acquire shares of $2.50
par value common stock issued by Britton & Koontz ("Britton & Koontz Stock") and
are exercisable in accordance with the same terms and conditions as those
imposed under the Louisiana Bancshares Plan.
Under the terms of the Louisiana Bancshares Plan, your options are
immediately exercisable in the amounts and at the option prices set forth below:
Options to Acquire
Type of Option Britton & Koontz Stock Option Price
ISO _____ ______
These options expire as of the earlier of three months after your termination of
employment from Britton & Koontz or ten years from the original date of grant.
You may exercise your options by delivering written notice of the
number of options exercised and the aggregate exercise price to W. Page Ogden,
Britton & Koontz Capital Corporation, 500 Main Street, Natchez, Mississippi,
39120. Enclosed is a form of Notice of Exercise that can be used for this
purpose. You may pay the exercise price either in cash, in
December 1, 2000
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previously acquired shares of Britton & Koontz Stock having a fair market value
equal to the exercise price or a combination thereof. For this purpose, the fair
market value of Britton & Koontz common stock is determined as (i) the reported
closing or last sale price of Britton & Koontz common stock as reported on the
Over-the-Counter Bulletin Board or other exchange on which Britton & Koontz
common stock is traded on the trading day on which your options are exercised;
if Britton & Koontz common stock was not traded on such date, on the next
preceding day on which Britton & Koontz common stock was traded, or (ii) any
other definition as determined by Britton & Koontz's board of directors.
As you are aware, special tax rules apply to the exercise of incentive
stock options. While your options may be exercised by tendering shares of
Britton & Koontz Stock in consideration of the exercise price, the tender of
securities may result in the conversion of your incentive stock options to
non-qualified (or compensatory) options, in which case the exercise will be
subject to tax, and you will be subject to withholding. The issuance of shares
of Britton & Koontz common stock may be postponed until your withholding
obligation has been satisfied. Please consult your tax advisor concerning the
consequences of a tender of shares.
The merger of Louisiana Bancshares and Britton & Koontz will be
accounted for as a pooling-of-interests. Accordingly, you have agreed not to
sell the shares received upon exercise of your options until you are notified of
the publication of the results of at least 30 days of combined operations. It is
currently anticipated that publication will be made on or about March 31, 2001.
Also enclosed is a copy of a prospectus, which describes the options
and the manner in which the Louisiana Bancshares Plan has been assumed and will
be administered by Britton & Koontz. Please carefully review the prospectus
before exercising your options. If you have any questions, please contact me at
(601) 445-5576.
Very truly yours,
W. Page Ogden
President and Chief Executive Officer
December 1, 2000
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BRITTON & KOONTZ CAPITAL CORPORATION
NOTICE OF EXERCISE
Deliver to: W. Page Ogden
Britton & Koontz Capital Corporation
500 Main Street
Natchez, Mississippi 39120
Britton & Koontz Capital Corporation (the "Corporation") has
assumed the options granted to me under the Louisiana Bancshares, Inc. Incentive
Stock Option Plan. This document is intended to provide notice of the exercise
of such options, as more fully set forth below.
1. Exercise. Effective as of ____________, 200___, I elect to exercise the
-------- options as to _________ shares of $2.50 par value common stock
issued by the Corporation (the "Common Stock").
2. Tender. In consideration of the exercise price of the options, I: ------
(__) Tender a check in the amount of $___________,
representing payment in full of the option price of
the shares.
(__) Tender previously acquired Common Stock with a fair
market value equal to the option price of the shares.
(__) Tender a combination of check and ______ shares of
previously acquired Common Stock having a value equal
to the option price of the shares.
3. Determination of Fair Market Value. I understand that fair market value
hereunder of the Common Stock is determined as (i) the reported closing
or last sale price of the Common Stock as reported on the Nasdaq
SmallCap Market or other exchange on which the Common Stock is traded on
the date of exercise designated above; if the Common Stock was not
traded on such date, on the next preceding day on which the Common Stock
was traded, or (ii) any other definition as determined by the
Corporation's board of directors.
4. Issuance of Securities. I instruct the Corporation to deliver to the
undersigned at the address below, a certificate representing the whole
number of shares purchased, and a check in lieu of any fractional share,
but I understand that the issuance of Common Stock hereunder may contain
a restrictive legend and may be delayed for any period reasonably
necessary to comply with Federal or state securities laws or until I
have satisfied applicable withholding obligations.
By:
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Date:
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Address:
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