SECURITIES & EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
__X__ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to _________
COMMISSION FILE NUMBER 33-10149
SVB&T Corporation
1500 Main Street
Jasper, IN 47546
Telephone (812) 634-1010
State of Incorporation - Indiana
I.R.S. Employer Identification No. 35-1539978
NOT APPLICABLE
Former name, former address and fiscal year, if changed since last report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to the
filing requirements for at least the past 90 days. Yes _X__ No ____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock. The Registrant has one class of common stock (no par value)
with approximately 600,261 shares outstanding at November 7, 2002. The
Registrant holds 199,739 shares in the form of Treasury Stock.
SVB&T CORPORATION
FORM 10-Q
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements Page No.
Consolidated Balance Sheet
September 30, 2002 and 2001 and December 31, 2001 3
Consolidated Statement of Income
Three and nine months ended September 30, 2002 and 2001 4
Consolidated Statement of Cash Flows
Nine months ended September 30, 2002 and 2001 5
Consolidated Statement of Changes in Shareholders' Equity
Nine months ended September 30, 2002 and 2001 6
Notes to Consolidated Financial Statements 7-8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8-10
Item 3 Quantitative and Qualitative Disclosures About Market Risk 10
Item 4. Controls and Procedures 10
PART II. OTHER INFORMATION 11
Item 1. Legal Proceedings 11
Item 2. Changes in Securities and Use of Proceeds 11
Item 4. Submission of Matters to a Vote of Securities Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
Certifications 12-14
SVB&T CORPORATION CONSOLIDATED BALANCE SHEET
Sept. 30, Sept. 30, Dec. 31,
(unaudited) 2002 2001 2001
ASSETS:
Cash and due from banks 4,290 4,127 4,811
Federal funds sold 0 2,500 0
Interest bearing deposits in other banks 46 225 40
Total cash and cash equivalents 4,336 6,852 4,851
Investment securities, available for
sale (carried at market value) 28,047 20,032 20,072
Loans held for sale 1,760 0 2,359
Loans
Loans, net of unearned interest 200,194 210,735 205,804
Allowance for loan losses (2,111) (1,698) (2,097)
Net loans 198,083 209,037 203,707
Buildings and equipment 4,180 4,412 4,282
Other real estate 399 302 397
Interest receivable 1,578 1,666 1,510
Deferred income taxes 0 0 0
Other assets 8,328 3,080 3,272
Total Assets 246,711 245,381 240,450
LIABILITIES:
Deposits
Non-interest bearing demand 12,851 12,329 10,969
Interest bearing 171,304 178,043 170,770
Total Deposits 184,155 190,372 181,739
Federal Funds Purchased 1,000 0 4,100
Interest payable 1,145 1,030 1,089
Long-Term Borrowings 40,400 29,100 29,100
Deferred income taxes 429 364 75
Other liabilities 577 804 694
Total Liabilities 227,706 221,670 216,797
SHAREHOLDERS' EQUITY:
Common stock 200 200 200
Capital surplus 6,309 6,263 6,253
Retained earnings 18,858 17,900 18,107
Net unrealized gain (loss) on
investment securities 662 336 123
Treasury stock at cost (199,739 shares) (7,024) (988) (1,030)
Total Shareholders' Equity 19,005 23,711 23,653
Total Liabilities and
Shareholders' Equity 246,711 245,381 240,450
The accompanying notes are an integral part of this statement.
SVB&T CORPORATION CONSOLIDATED STATEMENT OF INCOME
Three Months Nine Months
Ended Sept. 30, Ended Sept. 30,
(unaudited) 2002 2001 2002 2001
_____________________________________________________________________________
INTEREST INCOME:
Loans and fees on loans 3,320 4,270 10,721 13,243
Investment securities:
Taxable 139 145 327 411
Non-taxable 172 119 597 499
Federal funds sold and
securities purchased under
agreements to resell 23 23 80 76
Deposits with banks 10 6 18 9
Other Interest Income 28 32 79 104
Total Interest Income 3,692 4,595 11,822 14,342
INTEREST EXPENSE:
Deposits 1,453 1,964 4,378 6,366
Other Short term Funds Borrowed 1 0 1 8
Long-Term Borrowings 579 451 1,703 1,377
Total interest expense 2,033 2,415 6,082 7,751
Net interest income 1,659 2,180 5,740 6,591
Provision for loan losses 105 105 280 415
Net interest income after
provision for loan losses 1,554 2,075 5,460 6,176
NON-INTEREST INCOME:
Trust fees 113 98 323 393
Service charges on
deposit accounts 159 137 426 405
Securities gains (losses), net 8 11 8 11
Other Income 410 123 678 307
Total Non-interest Income 690 369 1,435 1,116
NON-INTEREST EXPENSE:
Salaries and employee benefits 1,093 1,013 3,163 3,010
Premise and equipment expense 262 258 820 789
FDIC Deposit expense 8 6 25 26
Other expenses 464 553 1,353 1,609
Total non-interest expense 1,827 1,830 5,361 5,434
Income before income taxes 417 614 1,534 1,858
Provision for income tax 99 196 458 602
Net Income 318 418 1,076 1,256
NET INCOME PER COMMON SHARE:
Primary $.53 $.56 $1.79 $1.68
Weighted average common shares
Outstanding 600,261 747,100 600,261 747,100
DIVIDENDS DECLARED:
Cash Dividends $.18 $.18 $.54 %.54
The accompanying notes are an integral part of this statement.
SVB&T CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS
Nine Months Ended Sept 30,
(unaudited) 2002 2001
___________________________________________________________________________
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income 1,076 1,256
ADJUSTMENTS TO RECONCILE NET INCOME TO CASH
PROVIDED FROM OPERATING ACTIVITIES:
Directors Stock Option Compensation 0 83
Depreciation 310 326
Net premium amortization (discount
accretion) of investment securities 67 15
Provision of loan losses 280 415
Proceeds from sales of mortgage loans 11,717 7,213
(Increase)decrease in interest receivable (68) 220
(Increase) decrease in other assets (5,058) (114)
Increase (decrease) in accrued expenses and
other liabilities (61) (65)
Net cash flows provided by operating
activities 8,263 9,349
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment securities available
For sale (13,893) (3,257)
Proceeds from maturities and pay downs of
Investment securities available for sale 6,744 12,382
Net (increase) decrease in loans (5,774) (13,664)
Purchase of premises and equipment (208) (131)
Net cash flows used in investing
activities (13,131) (4,670)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits,
Federal Funds and short-term borrowings
Non-interest bearing demand 1,882 (1,471)
Total interest-bearing deposits 534 5,483
Other short-term borrowings and fed
Funds purchased (3,100) (5,265)
Long-Term Borrowings 11,300 (2,000)
Cash dividends paid (325) (403)
Treasury Stock Sold 92 0
Treasury Stock Purchased (6,030) (44)
Net cash flows provided by (used in)
financing activities 4,353 (3,700)
Net increase (decrease) in cash equivalents (515) 979
Cash and cash equivalents at beginning of
period 4,851 5,873
Cash and cash equivalents at end of period 4,336 6,852
Total interest paid 6,026 7,685
Total taxes paid 536 901
The accompanying notes are an integral part of this statement.
SVB&T CORPORATION CONSOLIDATED STATEMENT
OF CHANGES IN SHAREHOLDERS' EQUITY
Nine Months Ended Sept. 30,
(unaudited) 2002 2001
_______________________________________________________________________________
Balance, beginning of period 23,653 22,469
Net income 1,076 1,256
Net unrealized gain (loss) on investment
securities 539 350
Cash Dividends (325) (403)
Sale of Treasury Stock 92 82
Purchase of Treasury Stock (6,030) (43)
Balance, end of period 19,005 23,711
The accompanying notes are an integral part of this statement.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1
Principles of Consolidation - The consolidated financial statements include the
accounts of SVB&T Corporation and its wholly owned subsidiary, Springs Valley
Bank & Trust Company. All significant intercompany balances and transactions
have been eliminated.
All adjustments which are, in the opinion of management, necessary for a fair
presentation of the results for the periods reported, consisting only of normal
adjustments, have been included in the accompanying unaudited consolidated
condensed financial statements. The results of operations for nine month period
ended September 30, 2002 is not necessarily indicative of those expected for the
remainder of the year.
Note 2
Sept. 30, 2002 Sept. 30, 2001 Dec. 31, 2001
________________________________________________________________________________
INVESTMENT SECURITIES (at Market Value):
U.S. treasury securities 0 0 0
U.S. Government corporations
& agencies 10,824 4,112 4,089
States and political subdivisions 17,156 15,847 15,912
Mortgage - backed securities 67 73 71
Other domestic securities 0 0 0
Total Investment Securities 28,047 20,032 20,072
Note 3
Sept. 30, 2002 Sept. 30, 2001 Dec. 31, 2001
________________________________________________________________________________
LOANS:
Commercial and industrial loans 54,137 44,120 44,632
Real estate loans 103,299 108,662 107,283
Construction loans 10,610 16,904 14,727
Agricultural production financing
and other loans to farmers 2,400 2,774 2,580
Individual loans for household
and other personal expense 26,457 36,488 36,312
Economic development revenue bonds 0 258 0
Lease Financing Receivable 642 659 631
Other Loans Excluding Consumer 4,533 963 2,083
Less: Unearned income on loans (124) (93) (85)
Total Loans 201,954 210,735 208,163
The accompanying notes are an integral part of this statement.
PART I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
SUMMARY OF OPERATING RESULTS
EARNINGS ANALYSIS
Net income for the first nine months of $1,076,000 represents an decrease of
$180,000 or 14% from the $1,256,000 reported for the same period last year. The
third quarter earnings of $318,000 represents a decrease of $100,000 or 24%
from the $418,000 reported for the third quarter of 2001. The decreases
are a direct result of an increase in the amounts of nonaccrual loans
and adjustable rate loans repricing downward.
NET INTEREST INCOME
SVB&T Corporation's primary source of earnings is net interest income, which is
the difference between interest earned on loans and other investments and
The interest incurred for deposits and other sources of funds. In the first
nine months of 2002, net interest income of $5,740,000, decreased $1,031,000
compared to the same period in 2001. The decreasing interst rates have
shrunk the interest margins due to interest earning assets repricing more
frequently than interest-bearing deposits. Additional borrowings by the
Holding Company have increased interest expense. As noted before, non-
accrual loans have also reduced the net interest income.
OTHER INCOME
Other income of $1,435,000 for the first three quarters of 2002 is $319,000 or
29% greater than the same period for 2001. The increase is due to the
servicing of fixed rate mortgages and gains on the sale of these mortgages.
Other non-interest income is an important part of the profitability of the
bank and all avenues of additional income are reviewed.
NON-INTEREST EXPENSES
For the first nine months of 2002 other expenses decreased by $73,000 or 1%
compared to the same period of 2001. The three months ended September 30,
2002 total other expense decrease was $3,000 over that same period for 2001.
All aspects of overhead expenses have been reduced or maintained at
last years levels.
ANALYSIS OF FINANCIAL CONDITION
ALLOWANCE FOR POSSIBLE LOAN LOSSES
The Corporation's allowance for loan losses was $2,111,000 at September 30,
2002 compared to $1,698,000 at September 30, 2001 and $2,097,000 as of
December 31, 2001.
At June 30, 2002 the allowance for possible loan losses was 1.05% of total
loans, net for unearned interest. This compares to an allowance of .81%
At September 30, 2001. Net charge offs for the first nine months of 2002
were $266,000 compared to $388,000 for the same period last year. Management
reviews the loan portfolio and assess the risk and believes that the allowance
of $2,111,000 is adequate.
LIQUIDITY AND ASSET/LIABILITY MANAGEMENT
The Corporation's objective in liquidity management is to manage the assets
and liabilities to meet the needs of borrowers while allowing for the
possibility of deposit withdrawals. The primary purpose of asset/liability
management is to minimize the effect on net income of changes in interest
rates and to maintain a prudent match within specified same periods of
rate-sensitive assets and rate-sensitive liabilities.
As of September 30, 2002 the rate-sensitive assets were 89% of liabilities in
the 1-180 day maturity category and 115% in the 181-365 day range. These
positions are within acceptable ranges as determined by fundsmanagement policy.
The Corporation's Funds Management committee meets weekly to monitor and effect
changes necessary in the liquidity and rate-sensitivity
positions.
CAPITAL
Total shareholders' equity as of September 30, 2002 was 19,005,000 compared to
23,711,000 for the same period last year. The shareholder's equity has
decreased by $4,706,000 or 20% from September 30, 2001 to September 30,
2002. This decrease is attributed to the purchase of 144,920 shares of
Holding company Stock which is being held as Treasury Stock. The Bank and
Holding Company remain highly capitalized.
(ANALYSIS OF FINANCIAL CONDITIONS CONTINUED)
As of September 30, 2002 the leverage capital ratio was 7.34% which compared to
9.49% at September 30, 2002.
As of September 30, 2002 the total risk-based capital ratio was 11.01%
compared to 13.60% at September 30, 2001.
These ratios are in excess of regulatory requirements of 3% for leverage capital
and 8% for total risk-based capital.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Corporation's exposure to market risk is primarily related to changes in
interest rates.Quantitative and qualitative disclosures about the
Corporation's market risk resulting from changes in interest rates are
included in Item 7A. in the Corporation's 2001 Annual Report on Form 10-K.
There have been no material changes in such risks or in the Corporation's
asset/liability management program during the quarter ended September 30,
Liquidity and interest rate sensitivity disclosures for the quarter
ended September 30, 2002 are found on page 9 of this report.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures. The Corporation's
principal executive officer and principal financial officer have concluded
that the Corporation's disclosure controls and procedures (as defined in Rule
13a-14(c) under the Securities Exchange Act of 1934, as amended), based on
their evaluation of these controls and procedures as of a date within ninety
(90) days prior to the filing date of this Form 10-Q, are effective.
(b) Changes in Internal Controls. There have been no significant changes in
the Corporation's internal controls or in other factors that could
significantly affect these controls subsequent to the date of the evaluation
thereof, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Part II
Other Information
Item 1. Legal Proceedings
Neither the Corporation nor its subsidiaries are involved in any
pending legal proceedings at this time, other than routine
litigation incidental to its business.
Item 2. Changes in Securities
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Not applicable
Item 3. Defaults Upon Senior Securities - Not applicable
Item 4. Submission of Matters to a Vote of Security Holders -Not applicable
Item 5. Other Information - Not applicable
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3(i) Articles of Incorporation of the Corporation, filed as
Exhibit 3A to the Corporation's Form 10-K for the fiscal year
ended December 31, 1996, filed March 31, 1997.
3(ii) Bylaws of the Corporation, filed as Exhibit 3B to the
Corporation's Form 10-K for the fiscal year ended December 31,
1996, filed March 31, 1997.
10(a) 1996 Key Employees' Stock Option and Stock Appreciation
Rights Plan of the Corporation.
10(b) 1997 Directors' Stock Option Plan of the Corporation.
99.1 Chief Executive Officer Certification pursuant to 18 U.S.C.
Section 1350
99.2 Chief Financial Officer Certification pursuant to 18 U.S.C.
Section 1350
(b) No reports on Form 8-K were filed during the quarter of the
fiscal year for which this report is filed.
SIGNATURES
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: November 15, 2002
SVB&T CORPORATION
Ronald G. Seals, President and Chief Executive Officer
David Rees, Principal Financial Officer
CERTIFICATIONS
I, David Rees, certify that:
1. I have reviewed this quarterly report on Form 10-Q of SVB&T Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 15, 2002
David Rees, Principal Financial Officer
I, Ronald G. Seals, certify that:
1. I have reviewed this quarterly report on Form 10-Q of SVB&T Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 15, 2002
Ronald G. Seals, President and Chief Executive Officer
EXHIBIT INDEX
3(i) Articles of Incorporation of SVB&T Corporation*
3(ii) By-laws of SVB&T Corporation*
10(a) 1996 Key Employee's Stock Option and Stock Appreciation Plan
10(b) 1997 Directors' Stock Option Plan
99.1 Chief Executive Officer Certification pursuant to 18 U.S.C. Section
1350
99.2 Chief Financial Officer Certification pursuant to 18 U.S.C. Section
1350
*previously filed
AMENDED AND RESTATED 1996 KEY EMPLOYEES' STOCK OPTION AND STOCK
APPRECIATION RIGHTS PLAN OF SVB&T CORP.
ARTICLE I
Introduction
1.1 Purpose. The 1996 Key Employees' Stock Option and Stock Appreciation
Rights Plan of SVB&T Corp. (the "Plan") is designed to promote the
interests of SVB&T Corp. (the "Company") and its Subsidiaries by
encouraging their officers and key employees, upon whose judgment,
initiative and industry the Company and its Subsidiaries are largely
dependent for the successful conduct and growth of their business, to
continue their association with the Company and its Subsidiaries by
providing additional incentive and opportunity for unusual industry and
efficiency through stock ownership, and by increasing their proprietary
interest in the Company and their personal interest in its continued success
and progress. The Plan provides for the granting of (i) incentive stock
options ("ISO's"), (ii) nonqualified stock options ("NSO's"), and
(iii) stock appreciation rights ("SAR's").
1.2 Effective Date and Duration. The Effective Date of the Plan is January
1, 1996. Options and SAR's related thereto may be granted under the Plan for
a period of ten (10) years commencing January 1, 1996; however, no options or
SARs may be exercised until the Plan has been approved by a majority of the
shares of the Company represented at the shareholders' meeting at which
approval of the Plan is considered. No options or SAR's related thereto
shall be granted after December 31, 2005. Upon that date, the Plan shall
expire except as to outstanding options and related SAR's which options and
rights shall remain in effect until they have been exercised or terminated or
have expired. ISO's must be granted within ten (10) years of the date the
Plan is adopted by the Board of Directors or approved by the shareholders of
the Company, whichever is earlier.
1.3 Administration.
(a) The Plan shall be administered by the Committee. The Committee, from
time to time, may adopt any rule or procedure it deems necessary or desirable
for the proper and efficient administration of the Plan. No member of the
Committee shall be eligible, at any time when he is such a member, to receive
an option or SAR under the Plan. The decision of a majority of the
members of the Committee shall constitute the decision of the Committee.
Subject to the provisions of the Plan, the Committee is authorized (i) to
grant ISO's, NSO's and SAR's; (ii) to determine the employees to be granted
ISO's, NSO's and SAR's; (iii) to determine the option period, the option
price and the number of shares subject to each option and SAR; (iv) to
determine the time or times at which options and SAR's will be granted;
(v) to determine the time or times when each option and SAR becomes
exercisable and the duration of the exercise period; (vi) to determine other
conditions and limitations, if any, applicable to the exercise of
each option and SAR; and (vii) to determine the nature and duration of the
restrictions, if any, to be imposed upon the sale or other disposition of
shares acquired by any optionee upon exercise of an option, and the nature of
the events, if any, and the duration of the period, in which any
optionee's rights in respect of shares acquired upon exercise of an option
may be forfeited. Each option and SAR granted under the Plan shall be
evidenced by a written stock option agreement
containing terms and conditions established by the Committee consistent with
the provisions of the Plan, including such terms as the Committee shall deem
advisable in order that each ISO shall constitute an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended ("Code").
(b) Any notice or document required to be given to or filed with the committee
will be properly given or filed if delivered or mailed by certified mail,
postage prepaid, to the Committee at 1500
Main Street, P.O. Box 830, Jasper, Indiana 47547-0830.
(c) The Committee shall also determine, in its sole discretion, with respect
to each employee, whether such options shall be ISO's or NSO's, or any
combination thereof; whether any SAR's shall be granted in connection with
such options; and whether any employee shall be given discretion to determine
whether any options granted to him or her shall be ISO's or NSO's or
any combination thereof.
1.4 Definitions. For purposes of this Plan, unless a different meaning is
clearly required by the context, the following
terms shall have the following meanings:
(a) "Board of Directors" means the Board of Directors of the Company.
(b) "Change in Control of the Company" means (i) any merger, consolidation
or similar transaction which involves the Company and in which persons
who are the shareholders of the Company immediately prior to such
transaction own, immediately after such transaction, shares of the
surviving or combined entity which possess voting rights equal to or
less than fifty percent (50%) of the voting rights of all shareholders
of such entity, determined on a fully diluted basis; (ii) any sale,
lease, exchange, transfer or other disposition of all or any ubstantial
part of the consolidated assets of the Company; (iii) any tender,
exchange, sale or other disposition (other than disposition of the
stock of the Company or any Subsidiary in connection with bankruptcy,
insolvency, foreclosure, receivership or other similar transactions) or
purchases (other than purchases by the Company or any Company sponsored
employee benefit Plan, or purchases by members of the Board of
Directors or any Subsidiary) of shares which represent more than
twenty-five percent (25%) of the voting power of the Company or any
Subsidiary; (iv) during any period of two (2) consecutive years,
individuals who at the date of the adoption of the Plan
constitute the Board of Directors cease for any reason to constitute at
least a majority thereof, unless the election of each director at the
beginning of such period has been approved by directors representing at
least a majority of the directors then in office who were directors on
the date of the adoption of the Plan; (v) a majority of the Board of
Directors recommends the acceptance of or accept any agreement,
contract, offer or other arrangement providing for, or any
series of transactions resulting in, any of the transactions described
above. Notwithstanding the foregoing, a Change in Control of the
Company shall not be deemed to have occurred with
respect to any transaction unless such transaction has been approved or
shares have been tendered by a majority of the shareholders who are not
Section 16 Grantees.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means the Compensation Committee of the Board of Directors.
(e) "Company" means SVB&T Corp.
(f) "Effective Date" means January 1, 1996.
(g) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(h) "Fair Market Value" means the per share Fair Market Value as determined
by the Committee in good faith based upon such factors as the Committee
shall determine to be relevant.
(i) "For Cause" means (I) the willful and continued failure of an option
to perform his required duties as an officer or employee of the Company
or any Subsidiary, (ii) any action by an optionee which involves willful
misfeasance or gross negligence, (iii) the requirement of or directors
by a federal or state regulatory agency which has jurisdiction over the
Company or any Subsidiary to terminate the employment of an optionee,
(iv) the conviction of an optionee of the commission of any criminal
offense which involves dishonesty or breach of trust, or (v) any
intentional breach by an optionee of a material term, condition or
covenant of any agreement between the optionee and the Company or any
Subsidiary.
(j) "Permanent and Total Disability" or "Permanently and Totally Disabled"
means any disability that would qualify as a disability under Code
Section 22(c)(3).
(k) "Plan" means the stock option plan embodied herein, as amended from
time to time, known as the 1996 Key Employees' Stock Option and Stock
Appreciation Rights Plan of SVB&T Corp.
(l) "Section 16 Grantee" means a person subject to potential liability
under Section 16(b) of the Exchange Act with respect to transactions
involving equity securities of the Company.
(m) "Subsidiary" or "Subsidiaries" means a corporation, a majority of the
outstanding voting stock of which is owned or controlled, directly or an
directly, by the Company or by one or more other Subsidiaries of the Company.
For the purposes of this definition, "voting stock" means
stock having voting power for the election of directors, whether at all times
or only so long as no senior class of stock has such voting power by reason
of any contingency.
ARTICLE II
Eligibility and Participation
Officers and key employees of the Company or of any of its Subsidiaries shall
be eligible to receive grants of ISO's, NSO's and SAR's under the Plan.
Members of the Committee shall not be eligible to receive grants of options
or SAR's under the Plan while serving as members of the Committee.
ARTICLE III
Benefits
3.1 Shares Covered by Plan. The stock to be subject to options and related
SAR's under the Plan shall be shares of authorized common stock of the
Company and may be unissued shares or reacquired shares (including shares
purchased in the open market), or a combination thereof, as
the Committee may from time to time determine. The maximum number of shares
to be delivered upon exercise of all options granted under the Plan shall not
exceed twenty thousand (20,000) shares. Shares covered by an option that
remain unpurchased upon expiration or termination of the option may be made
subject to further options.
3.2 Option Price.
(a) ISO Option Price. The option price per share of stock under each ISO
shall be not less than one hundred percent (100%) of the Fair Market Value
of the shares on the date on which the option is granted; provided,
however, as to officers and key employees who, at the time an ISO is granted,
own, within the meaning of Section 425(d) of the Code, more than ten percent
(10%) of the total combined voting power of all classes of stock of the
Company or its parent or any Subsidiary ("Shareholder-Employees"), the
purchase price per share of stock under each ISO shall be not less than one
hundred ten percent (110%) of the Fair Market Value of the stock on the date
on which the option is granted.
(b) NSO Option Price. The option price per share of stock under each NSO
shall be determined by the Committee in its discretion; provided, however,
the option price per share shall not exceed one hundred percent (100%) of
the Fair Market Value of the share on the date on which the option is
granted.
3.3 Option Period. No option period shall exceed ten (10) years; provided,
however, the option period with respect to ISO's granted to Shareholder-
Employees shall not exceed five (5) years.
3.4 Special Calendar Year Limitation on Shares Subject to ISO's. The
aggregate Fair Market Value (determined at the time of the grant of the
ISO's) of the stock with respect to which ISO's are exercisable for the first
time by an eligible employee during any calendar year (under all Plans
providing for the grant of incentive stock options of the Company or any of
its Subsidiaries) shall not exceed One Hundred Thousand Dollars
($100,000.00).
3.5 Sequence of Exercising Incentive Stock Options. Any option granted to an
employee pursuant to the Plan shall be exercisable even if there are
outstanding previously granted but unexercised options with respect to such
employee.
3.6 Stock Appreciation Rights.
(a) Grant of SAR's. SAR's may be granted by the Committee, at its
discretion, in conjunction with all or part of any option granted under the
Plan, at the time of the grant of such option. All of the terms of the Plan
respecting options shall also apply to SAR's subject to the further special
rules of this Section 3.6 and such other terms and conditions not
inconsistent therewith as the Committee may determine. Accordingly, each SAR
by its terms shall (i) expire when the underlying option expires, (ii) become
transferable only when the underlying option is transferable and under the
same conditions, and (iii) become exercisable only when and to the extent
that the underlying option is eligible to be exercised. Moreover, a SAR by
its terms shall further provide that the "economic value" thereof (as
defined in subsection (c) below) may not exceed one hundred percent (100%) of
the difference between the exercise price of the number of shares covered by
the underlying option and the Fair Market Value of such shares determined at
the time when the SAR is exercised and the SAR may only be exercised when
such Fair Market Value exceeds such exercise price.
(b) Exercise of SAR's. SAR's may be exercised by an optionee by surrendering
the underlying option or applicable portion thereof. As provided in
subsection (a) above, a SAR shall be exercisable at such time or times and
only to the extent that the underlying option is exercisable; further, with
respect to employees who are officers or directors of the Company, SAR's may
be exercised, and elections to receive cash in settlement thereof may be
made, only during such periods of time as may be allowed under Rule 16b-3 of
the Exchange Act. Underlying options shall no longer be exercisable to the
extent they are surrendered upon exercise of related SAR's.
(c) Receipt of Economic Value. Upon the exercise of a SAR and surrender of
the underlying option, the optionee shall become entitled to receive the
economic value of such SAR, in cash, in shares of Company stock or any
combination thereof as determined by the Committee. Such economic value
shall be equal to the excess of the Fair Market Value (determined on the date
of exercise of such SAR) of one (1) share of stock over the option price per
share specified in the underlying option, multiplied by the number of shares
with respect to which SAR's shall have been exercised. The Committee shall
have the sole discretion either to determine the form in which such payment
of economic value is to be made or to consent to or disapprove of the
election of the optionee to receive cash in full or partial payment of such
value.
(d) Effect on Shares Covered by Plan. Upon the exercise of a SAR, the
underlying option or part thereof to which such SAR is related shall be
deemed to have been exercised for purposes of the limitation on the number of
shares of stock specified in Section 3.1.
3.7 Vesting of Options. All options granted under the Plan shall vest, and
thereby become exercisable, at such time or times as shall be determined by
the Committee in its sole discretion. The stock option agreement between the
Company and the optionee shall include the schedule under which the option
shall vest.
3.8 Vesting on Change in Control or Death, Retirement or Disability of
Optionee. Notwithstanding the provisions of Section 3.7, in the event of a
Change in Control of the Company or upon the death, Permanent and Total
Disability or retirement on or after attaining age sixty-five (65) of the
optionee, any options granted under the Plan may be exercised in full without
regard to any restrictions on the vesting of the options contained in the
option agreement between the Company and the optionee.
3.9 Early Termination of Option.
(a) Termination of Employment. All rights to exercise an option (and any
SAR's related thereto) shall terminate ninety (90) days after the optionee's
employment terminates unless such termination is For Cause or the Permanent
and Total Disability or death of the optionee (but not later than the date
the option expires pursuant to its terms). Transfer of employment from the
Company to a corporation which is a Subsidiary of the Company, or vice versa,
or from one Subsidiary to another, shall not be deemed termination of
employment. The Committee shall have the authority to determine in each case
whether a leave of absence on military or government service shall be deemed
a termination of employment for purposes of this subsection (a).
(b) For Cause Termination. If an optionee's employment is terminated For
Cause, no previously unexercised option granted hereunder may be exercised.
Rather, all unexercised options (and any SARs related thereto) shall
terminate effective on the date the optionee receives notice of his
termination For Cause.
(c) Permanent and Total Disability or Death of Optionee. If an optionee's
employment terminates due to Permanent and Total Disability or death, his
option (and any SAR's related thereto) shall terminate one (1) year
after termination of his employment due to his Permanent and Total Disability
or death (but not later than the date the option expires pursuant to its
terms). During such period, subject to the limitations of the Plan and the
option agreement between the Company and the optionee, the optionee, his
guardian, attorney-in-fact or personal representative, as the case may be,
may exercise the option (and any SAR's related thereto) in full.
3.10 Payment for Stock. Full payment for shares purchased hereunder shall be
made at the time the option is exercised. Such payment may be made either
(a) in cash or (b) at the discretion of the Committee, by delivering
shares of stock of the Company (the "Delivered Stock") or a combination of
cash and Delivered Stock. Delivered Stock shall be valued by the Committee
at its Fair Market Value determined as of the date of the exercise of the
option. No shares shall be issued until full payment for them has been made,
and an optionee shall have none of the rights of a shareholder with respect
to such shares until such shares are issued to him. Upon payment of the full
purchase price, the Company shall issue a certificate or certificates to the
optionee which evidences ownership of the shares purchased pursuant to the
exercise of the option which contain(s) such terms, conditions and provisions
as may be required and as are consistent with the terms, conditions and
provisions of the Plan and the stock option agreement between the Company and
the optionee.
3.11 Income and Employment Tax Withholding.
(a) Payment by Optionee. The optionee shall be solely responsible for paying
to the Company all required federal, state, city and local taxes applicable
to his (i) exercise of an NSO or SAR under the Plan and (ii) disposition
of shares acquired pursuant to the exercise of an ISO in a disqualifying
disposition of the shares under Code Section 422(a)(1).
(b) NSO and SAR Tax Withholding. Notwithstanding the provisions of
subsection (a), with respect to stock to be issued pursuant to the exercise
of an NSO or cash to be distributed pursuant to the exercise of a SAR, the
Committee, in its discretion and subject to such rules as it may adopt, may
permit the optionee to satisfy, in whole or in part, any withholding tax
obligation which may arise in connection with the exercise of the (i) NSO by
having the Company retain shares of stock which would otherwise be issued in
connection with the exercise of the NSO or accept delivery from the optionee
of shares of Company stock which have a Fair Market Value, determined as of
the date of the delivery of such shares, equal to the amount of the
withholding tax to be satisfied by that retention or delivery, or (ii) SAR by
having the Company retain cash which would otherwise be distributed in
connection with the exercise of the SAR.
(c) ISO Disqualifying Disposition Tax Withholding. Notwithstanding the
provisions of subsection (a), with respect to shares of stock to be issued
pursuant to the exercise of any ISO, the Committee, in its discretion and
subject to such rules as it may adopt, may permit the optionee to satisfy, in
whole or in part, any withholding tax obligation which may arise in
connection with the disqualifying disposition of the shares under Code
Section 422(a)(1) by having the Company accept delivery from the optionee of
shares of stock having a Fair Market Value, determined as of the date of the
delivery of such shares, equal to the amount of the withholding tax to be
satisfied by that delivery.
3.12 Notice of Disqualifying Disposition. Any ISO granted hereunder shall
require the optionee to notify the Committee of any disposition of any stock
issued pursuant to the exercise of the ISO under the circumstances
described in Section 421(b) of the Code (relating to certain disqualifying
dispositions), within ten (10) days of such disposition.
ARTICLE IV
Plan Administration and Interpretation
4.1 Amendment and Termination. The Board of Directors or the Committee may,
at any time, without the approval of the stockholders of the Company (except
as otherwise required by applicable law, rule or regulations), alter,
amend, modify, suspend or discontinue the Plan, but may not, without the
consent of the holder of an option, or an option and a SAR, make any
alteration which would adversely affect an option or SAR previously granted
under the Plan or, without the approval of the stockholders of the Company,
make any alteration which would: (a) increase the aggregate number of shares
subject to options under the Plan, except as provided in Section 4.2;
(b) decrease the minimum option price, except as provided in Section 4.2; (c)
permit any member of the Committee to become eligible for grants of options
or SARs under the Plan; (d) withdraw administration of the Plan from the
Committee or the Board of Directors; (e) extend the term of the Plan or the
maximum period during which any option may be exercised; (f) change the
manner of determining the option price; or (g) change the class of
individuals eligible for options under the Plan.
4.2 Changes in Stock.
(a) Substitution of Stock and Assumption of Plan. In the event of any change
in the common stock of the Company through stock dividends, split-ups,
recapitalizations, reclassifications, or otherwise, or in the event that
other stock shall be substituted for the present common stock of the Company
as the result of any merger, consolidation, or reorganization or similar
transaction which constitutes a Change in Control of the Company, then the
Committee may make appropriate adjustment or substitution in the aggregate
number, price and kind of shares available under the Plan and in the number,
price and kind of shares covered under any options granted or to be granted
under the Plan. The Committee's determination in this respect shall be final
and conclusive. Provided, however, that the Company shall not, and shall not
permit its Subsidiaries to, recommend, facilitate or agree or consent to a
transaction or series of transactions which would result in a Change of
Control of the Company unless and until the person or persons or entity or
entities acquiring or succeeding to the assets or capital stock of the
Company or any of its Subsidiaries as a result of such transaction or
transactions agrees to be bound by the terms of the Plan so far as it
pertains to options and SAR's theretofore granted but unexercised and agrees
to assume and perform the obligations of the Company hereunder.
Notwithstanding the foregoing provision of this subsection (a), no
adjustment shall be made which would operate to reduce the option price of
any ISO below the Fair Market Value of the stock (determined on the date the
option was granted) which is subject to an ISO.
(b) Conversion of Stock. In the event of a Change in Control of the Company
pursuant to which another person or entity acquires control of the Company
(such other person or entity being the "Successor"), the kind of shares of
common stock which shall be subject to the Plan and to each outstanding
option and each SAR related thereto, if any, shall, automatically by virtue
of such Change in Control of the Company, be converted into and replaced by
shares of common stock, or such other class of securities having rights and
preferences no less favorable than common stock of the Successor, and the
number of shares subject to the option and the purchase price per share
upon exercise of the option and the SAR's related thereto, if any, shall be
correspondingly adjusted, so that, by virtue of such Change in Control of the
Company, each optionee shall have the right (i) to purchase (A) that number
of shares of common stock of the Successor which have a Fair Market Value
equal, as of the date of such Change in Control of the Company, to the Fair
Market Value, as of the date of such Change in Control of the Company, of the
shares of common stock of the Company theretofore subject to his option, and
(B) for a purchase price per share which, when multiplied by the number of
shares of common stock of the Successor subject to the option, shall
equal the aggregate exercise price at which the optionee could have acquired
all of the shares of common stock of the Company previously optioned to the
optionee; and (ii) to exercise that number of SAR's which have an
economic value, as defined in Section 3.6 (c), equal, as of the date of
Change in Control of the Company, to the economic value, as defined in
Section 3.6 (c), as of such date of Change in Control of the Company, of the
SAR's previously granted to the optionee.
4.3 Information to be Furnished by Optionees. Optionees, or any other
persons entitled to benefits under this Plan, must furnish to the Committee
such documents, evidence, data or other information as the Committee
considers necessary or desirable for the purpose of administering the Plan.
The benefits under the Plan for each optionee, and each other person who is
entitled to benefits hereunder, are to be provided on the condition that he
furnish full, true and complete data, evidence or other information, and that
he will promptly sign any document reasonably related to the administration
of the Plan requested by the Committee.
4.4 Employment Rights. Neither the Plan nor any stock option agreement
executed under the Plan shall constitute a contract of employment and
participation in the Plan will not give an optionee the right to be rehired
or retained in the employ of the Company, nor will participation in the Plan
give any optionee any right or claim to any benefit under the Plan, unless
such right or claim has specifically accrued under the terms of the Plan.
4.5 Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person
relying thereon considers pertinent and reliable, and signed, made or
presented by the proper party or parties.
4.6 Gender and Number. Where the context admits, words in the masculine
gender shall include the feminine gender, the plural shall include the
singular and the singular shall include the plural.
4.7 Action by Company. Any action required of or permitted by the Company
under the Plan shall be by resolution of the Board of Directors or by a
person or persons authorized by resolution of the Board of Directors.
4.8 Controlling Laws. Except to the extent superseded by laws of the United
States, the laws of Indiana shall be controlling in all matters relating to
the Plan.
4.9 Mistake of Fact. Any mistake of fact or misstatement of fact shall be
corrected when it becomes known and proper adjustment made by reason thereof.
4.10 Severability. In the event any provisions of the Plan shall be held to
be illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
endorsed as if such illegal or invalid provisions had never been contained in
the Plan.
4.11 Effect of Headings. The descriptive headings of the sections of this
Plan are inserted for convenience of reference and identification only and do
not constitute a part of this Plan for purposes of interpretation.
4.12 Nontransferability. No option shall be transferable, except by the
optionee's will or the laws of descent and distribution. During the
optionee's lifetime, his option shall be exercisable (to the extent
exercisable) only by him. The option and any rights and privileges
pertaining thereto shall not be transferred, assigned, pledged or
hypothecated by him in any way, whether by operation of law or otherwise and
shall not be subject to execution, attachment or similar process.
4.13 Liability. No member of the Board of Directors or the Committee or any
officer or employee of the Company or its Subsidiaries shall be personally
liable for any action, omission or determination made in good faith in
connection with the Plan. Each optionee, in the stock option agreement
between him and the Company, shall agree to release and hold harmless the
Company, the Board of Directors, the Committee and all officers and employees
of the Company and its Subsidiaries from and against any tax liability,
including without limitation interest and penalties, incurred by the optionee
in connection with his participation in the Plan.
4.14 Investment Representations. Unless the shares subject to an option are
registered under the Securities Act of 1933, each optionee, in the stock
option agreement between the Company and the optionee, shall agree for
himself and his legal representatives that any and all shares of common stock
purchased upon the exercise of the option shall be acquired for investment
and not with a view to, or for sale in connection with, any distribution of
those shares. Any share issued pursuant to the exercise of an option subject
to this investment representation shall bear a legend evidencing this
restriction.
4.15 Use of Proceeds. The proceeds received by the Company from the sale of
stock pursuant to the Plan will be used for general corporate purposes.
SVB&T CORP.
Dated:_________________
By:_______________________________
Ronald G. Seals, President
2001 EQUITY INCENTIVE PLAN OF SVB&T CORPORATION
SECTION 1
PURPOSE AND DURATION
1.1 Establishment of the Plan. SVB&T Corporation, an Indiana corporation,
hereby Establishes an equity-based incentive compensation plan to be known as
the 2001 Equity Incentive Plan of SVB&T Corporation, set forth in this
document. The Plan permits the grant of Nonqualified Stock Options,Incentive
Stock Options, Stock Appreciation Rights and Performance Shares. This Plan
and the grant of Awards hereunder are expressly conditioned upon the Plan's
approval by the shareholders of the Company. The Plan is adopted
effective as of May 15, 2001, which is the date that the shareholders of
the Company approved the Plan, as specified in Section 9.2.
1.2 Purposes of the Plan. The purposes of the Plan are to further the
growth and financial success of the Company and the Bank by aligning the
interests of the Participants, through the ownership of Shares and through
other incentives, with the interests of the Company's shareholders; to
provide Participants with an incentive for excellence in individual
performance; and to promote teamwork among Participants. The Plan is further
intended to provide flexibility to the Company in its ability to motivate,
attract and retain the services of Participants who make significant
contributions to the Company's success and to allow Participants to share in
the success of the Company.
SECTION 2
DEFINITIONS
For purposes of the Plan, the following words and phrases shall have
the following meanings unless a different meaning is plainly required by the
context:
2.1. "Award" means, individually or collectively, a grant under the Plan of
Nonqualified Stock Options, Incentive Stock Options, SARs, Restricted Stock
or Performance Shares.
2.2. "Award Agreement" means the written agreement which sets forth the
terms and provisions applicable to each Award granted under the Plan.
2.3. "Bank" means Springs Valley Bank & Trust Company, a state banking
association and wholly owned subsidiary of the Company.
2.4. "Beneficiary" means the person or persons designated by a Participant
to receive the benefits under the Plan, if any, which become payable as
a result of the Participant's death.
2.5. "Board" or "Board of Directors" means the Board of Directors of
the Company serving at the time that the Plan is approved by the shareholders
of the Company or thereafter.
2.6. "Cause" means (i) the willful and continued failure of a Participant to
perform his required duties as an officer or employee of the Company or the
Bank, (ii) any action by a Participant which involves willful misfeasance or
gross negligence, (iii) the requirement of or direction by a federal or state
regulatory agency which has jurisdiction over the Company or the Bank to
terminate the employment of a Participant, (iv) the conviction of a
Participant of the commission of any criminal offense which involves
dishonesty or breach of trust, or (v) any intentional breach by a Participant
of a material term, condition or covenant of any agreement between the
Participant and the Company or the Bank.
2.7. "Change in Control" means (i) any merger, consolidation or similar
transaction which involves the Company and in which persons who are the
shareholders of the Company immediately prior to such transaction own,
immediately after such transaction, shares of the surviving or combined
entity which possess voting rights equal to or less than fifty percent (50%)
of the voting rights of all shareholders of such entity, determined on a
fully diluted basis; (ii) any sale, lease, exchange, transfer or other
disposition of all or any substantial part of the consolidated assets of the
Company; (iii) any tender, exchange, sale or other disposition (other than
disposition of Shares or the stock of the Bank in connection with bankruptcy,
insolvency, foreclosure, receivership or other similar transactions) or
purchases (other than purchases by the Company or any Company sponsored
employee benefit plan, or purchases by members of the Board of Directors or
the Bank) of shares which represent more than twenty-five percent (25%) of
the voting power of the Company or the Bank; (iv) during any period of two
(2) consecutive years, individuals who at the date of the adoption of the
Plan constitute the Board of Directors cease for any reason to constitute at
least a majority thereof, unless the election of each Director at the
beginning of such period has been approved by Directors representing at least
a majority of the Directors then in office who were Directors on the date of
the adoption of the Plan; (v) a majority of the Board of Directors recommends
the acceptance of or accept any agreement, contract, offer or other
arrangement providing for, or any series of transactions resulting in, any of
the transactions described above. Notwithstanding the foregoing, a Change in
Control of the Company shall not be deemed to have occurred with respect to
any transaction unless such transaction has been approved or Shares have been
tendered by a majority of the shareholders.
2.8. "Code" means the Internal Revenue Code of 1986, as amended. Reference
to a specific section of the Code or regulation thereunder includes such
section or regulation, any valid regulation promulgated under such section,
and any comparable provision of any future law, legislation or regulation
amending, supplementing or superseding such section or regulation.
2.9. "Committee" means the Compensation Committee of the Board, or such
other committee appointed by the Board pursuant to Section 3.1 to administer
the Plan, serving on the date the Plan is approved by the shareholders of the
Company or thereafter.
2.10. "Company" means SVB&T Corporation, an Indiana corporation and
registered bank holding company, and any successor thereto. With respect to
the definition of Performance Goals, the Committee, in its sole discretion,
may determine that "Company" means SVB&T Corporation and the Bank on a
consolidated basis.
2.11. "Director" means any individual who is a member of the Board of
Directors of the Company.
2.12. "Disability" means a mental or physical illness that entitles the
Participant to receive benefits under the long-term disability plan of the
Company or the Bank. Notwithstanding the foregoing, a disability will not
qualify under the Plan if it is the result, as determined by the Committee in
its sole discretion, of (a) an intentionally self-inflicted injury or an
intentionally self-induced sickness, or (b) an injury or disease contracted,
suffered or incurred while participating in a criminal offense. The
determination of a Disability for purposes of the Plan will not be construed
to be an admission of a disability for any other purpose.
2.13. "Effective Date" means May 15, 2001, which is the date on which the
shareholders of the Company approved the Plan.
2.14. "Employee" means all officers and key employees of the Company or the
Bank, whether such officers or key employees are so employed on the date the
Plan is approved by the shareholders of the Company or become employed after
such approval.
2.15. "Exercise Price" means the price at which a Share may be purchased by
a Participant pursuant to the exercise of an Option.
2.16. "Fair Market Value" means the per share Fair Market Value as determined
by the Committee in good faith based upon such factors as the Committee
determines to be relevant.
2.17. "Fiscal Year" means the annual accounting period of the Company.
2.18. "Grant Date" means, with respect to any Award granted under this Plan,
the date on which the Award was granted by the Committee, regardless if the
Award Agreement to which the Award relates is executed subsequent to such
date.
2.19. "Incentive Stock Option" means an Option granted under the Plan to
purchase Shares which is designated as an Incentive Stock Option and is
intended to meet the requirements of Section 422 of the Code.
2.20. "Nonqualified Stock Option" means an Option granted under the Plan to
purchase Shares which is not an Incentive Stock Option.
2.21. "Option" means an Incentive Stock Option or a Nonqualified Stock
Option.
2.22. "Option Period" means the period during which an Option is exercisable
in accordance with the applicable Award Agreement and Section 6.
2.23. "Participant" means an Employee to whom an Award has been granted.
2.24. "Performance Goals" means the goals determined by the Committee in its
sole discretion to be applicable to a Participant with respect to an Award.
As determined by the Committee in its sole discretion, the Performance Goals
applicable to each Award granted under the Plan to a Participant, will
provide for targeted level or levels of financial achievement with respect to
one (1) or more of the following business criteria: (a) return on assets, (b)
income before interest and taxes, (c) net income, (d) total shareholder
return, (e) return on equity, and (f) Bank operating income. The Performance
Goals may differ from Participant to Participant and from Award to Award.
2.25. "Performance Period" means the period of time during which Performance
Goals must be achieved with respect to an Award, as determined by the
Committee in its sole discretion.
2.26. "Performance Share" means an Award granted to a Participant pursuant
to Section 8.
2.27. "Plan" means the 2001 Equity Incentive Plan of SVB&T Corporation, as
set forth in this instrument and as hereafter amended from time to time.
2.28. "Retirement" means the Termination of Service of a Participant for
reasons other than Cause on or after attaining age sixty-five (65).
2.29. "SAR" means an Award that is designated as a "SAR" pursuant to
Section 7 and is granted in tandem with a related Option, the exercise of
which requires forfeiture of the right to exercise such Option and to
purchase an equal number of Shares under the related Option; and, when a
Share is purchased pursuant to the exercise of such Option, the SAR is
forfeited to the same extent.
2.30. "Shares" means the whole shares of issued and outstanding regular
voting common stock, no par value, of the Company, whether presently or
hereafter issued and outstanding, and any other stock or securities resulting
from adjustment thereof as provided in Section 4.5, or the stock of any
successor to the Company which is so designated for the purposes of the Plan.
2.31. "Termination of Service" means the occurrence of any act or event or
any failure to act whether pursuant to an employment agreement or otherwise
that actually or effectively causes or results in a Participant ceasing, for
whatever reason, to be an Employee of the Company or the Bank, including, but
not limited to, death, Disability, Retirement, termination by the Company or
the Bank of the Participant's employment with the Company or the Bank
(whether with or without Cause) and voluntary resignation or termination by
the Participant of his or her employment with the Company or the Bank.
SECTION 3
ADMINISTRATION
3.1. The Committee. The Plan will be administered by the Committee. The
decision or action of a majority of the actual number of members of the
Committee will constitute the decision or action of the Committee. The
Committee will consist of not less than three (3) Directors. The members of
the Committee will be appointed from time to time by, and will serve at the
pleasure of, the Board of Directors. It is intended that the Committee be
comprised solely of Directors who are non-employee directors. However,
failure of the Committee to be so comprised will not result in the
cancellation, termination, expiration or lapse of any Award.
3.2. Authority of the Committee. Except as limited by law or by the Articles
of Incorporation or By-Laws of the Company, and subject to the provisions of
the Plan, the Committee has full power and discretion to select Employees who
will participate in the Plan; determine the sizes and types of Awards;
determine the terms and conditions of Awards in a manner consistent with the
Plan; construe and interpret the Plan, all Award Agreements and any other
agreements or instruments entered into under the Plan; establish, amend or
waive rules and regulations for the Plan's administration; and amend the
terms and conditions of any outstanding Award and applicable Award Agreement
to the extent such terms and conditions are within the discretion of the
Committee as provided in the Plan. Further, the Committee will make all
other determinations which may be necessary or advisable for the
administration of the Plan. Each Award will be evidenced by a written Award
Agreement between the Company and the Participant and will contain such terms
and conditions established by the Committee consistent with the provisions of
the Plan. Any notice or document required to be given to or filed with the
Committee will be properly given or filed if hand delivered (and a delivery
receipt is received) or mailed by certified mail, return receipt requested,
postage paid, to the Committee at 1500 Main Street, P.O. Box 830, Jasper,
Indiana 47547-0830.
3.3. Delegation by the Committee. The Committee, in its sole discretion and
on such terms and conditions as it may provide, may delegate all or any part
of its authority and powers under this Plan to one or more Directors.
3.4. Decisions Binding. All determinations and decisions made by the
Committee, the Board and any delegate of the Committee pursuant to Section
3.3 shall be final, conclusive and binding on all persons, including the
Company and Participants. No such determinations shall be subject to de novo
review if challenged in court.
SECTION 4
SHARES SUBJECT TO THIS PLAN
4.1. Number of Shares. Subject to adjustment as provided in Section 4.5, the
maximum number of Shares cumulatively available for issuance under the Plan
pursuant to: (a) the exercise of Options, (b) the grant of SARs, and (c) the
payment of Performance Shares, will not exceed seventy thousand (70,000)
Shares less the total number of Shares previously issued under the Plan, and
less the total number of Shares then subject to outstanding Options or other
Awards hereunder. Shares issued under the Plan may be either authorized but
unissued Shares, treasury Shares or reacquired Shares (including Shares
purchased in the open market), or any combination thereof, as the Committee
may from time to time determine in its sole discretion.
Shares covered by an Award that are forfeited or that remain unpurchased or
undistributed upon termination or expiration of any such Award may be made
the subject of further Awards to the same or other Participants. If the
exercise price of any Option is satisfied by tendering Shares (by either
actual delivery or attestation), only the number of Shares actually issued,
net of the Shares tendered, will be deemed issued for purposes of determining
the number of Shares available for grants under the Plan.
4.2. Release of Shares. Subject to the limitations set forth in the Plan,
the Committee has full authority to determine the number of Shares available
for Awards, and in its sole discretion may include (without limitation) as
available for distribution any Shares that have ceased to be subject to an
Award; any Shares subject to an Award that have been previously forfeited;
any Shares under an Award that otherwise terminates without the issuance of
Shares being made to a Participant; any Shares that are received by the
Company in connection with the exercise of an Award, including the
satisfaction of any tax liability or tax withholding obligation; or any
Shares repurchased by the Company in the open market or otherwise, having an
aggregate repurchase price no greater than the amount of cash proceeds
received by the Company from the exercise of Options granted under the Plan.
Any Shares that are available immediately prior to the termination of the
Plan or any Shares returned to the Company for any reason subsequent to the
termination of the Plan, may be transferred to a successor plan.
4.3. Restrictions on Shares. Shares issued upon exercise of an Award will be
subject to the terms and conditions specified herein and to such other terms,
conditions and restrictions as the Committee in its sole discretion may
determine or provide in the Award Agreement. The Company will not be
required to issue or deliver any certificates for Shares, cash or other
property prior to the completion of any registration or qualification of such
shares under federal, state, local or other law, or any ruling or regulation
of any government body which the Committee determines to be necessary or
advisable. The Company may cause any certificate for any Shares to be
delivered hereunder to be properly marked with a legend or other notation
reflecting the limitations on transfer of such Shares as provided in the Plan
or as the Committee may otherwise require. Participants, or any other
persons entitled to benefits under the Plan, must furnish to the Committee
such documents, evidence, data or other information as the Committee
considers necessary or desirable for the purpose of administering this Plan.
The benefits under the Plan for each Participant, and each other person who
is entitled to benefits hereunder, are to be provided on the condition that
he furnish full, true and complete data, evidence or other information, and
that he will promptly sign any document reasonably related to the
administration of the Plan requested by the Committee. No fractional Shares
will be issued under the Plan; rather, fractional shares will be aggregated
and then rounded to the next lower whole Share.
4.4. Shareholder Rights. No person will have any rights of a shareholder
(including, but not limited to, voting and dividend rights) as to Shares
subject to an Award until, after proper exercise or vesting of the Award or
other action as may be required by the Committee in its sole discretion, such
Shares are recorded on the Company's official shareholder records (or the
records of its transfer agents or registrars) as having been issued and
transferred to the Participant. Upon exercise of the Award or any portion
thereof, the Company will have a reasonable period in which to issue and
transfer the Shares to the Participant, and the Participant will not be
treated as a shareholder for any purpose whatsoever prior to such issuance
and transfer. No payment or adjustment will be made for cash dividends or
other rights for which the record date is prior to the date such Shares are
recorded as issued and transferred in the Company's official shareholder
records (or the records of its transfer agents or registrars), except as
provided herein or in an Award Agreement.
4.5. Changes in Stock.
4.5.1. Substitution of Stock and Assumption of Plan. In the event of any
change in the Shares by virtue of any stock dividends, stock splits,
recapitalizations or reclassifications or any acquisition, merger,
consolidation, share exchange, tender offer or other combination involving
the Company that does not constitute a Change in Control but that results in
the acquisition of a subsidiary by the Company, or in the event that other
stock is substituted for the Shares as the result of any merger,
consolidation, share exchange or reorganization or any similar transaction
which constitutes a Change in Control of the Company, the Committee shall
correspondingly adjust (a) the number, kind and class of Shares which may be
delivered under the Plan, (b) the number, kind, class and price of Shares
subject to outstanding Awards (except for mergers or other combinations in
which the Company is the surviving entity), and (c) the numerical limits of
Section 4.1, all in such manner as the Committee in its sole discretion
determines to be advisable or appropriate to prevent the dilution or
diminution of such Awards; provided, however, in no event will the One
Hundred Thousand Dollars ($100,000) limit on Incentive Stock Options
contained in Section 6.1 be affected by an adjustment under this Section
The Committee's determination in this respect will be final and
conclusive.
4.5.2. Conversion of Shares. In the event of a Change in Control of the
Company pursuant to which another person or entity acquires control of the
Company (such other person or entity being the "Successor"), the kind of
shares of stock which are subject to the Plan and to each outstanding Award
shall, automatically by virtue of such Change in Control, be converted into
and replaced by securities of the Successor having full voting, dividend,
distribution, preference and liquidation rights, and the number of shares
subject to an Award, the calculation of an Award's value, and the purchase
price per share upon exercise of the Award shall be correspondingly adjusted
by the Committee so that, by virtue of such Change in Control of the Company,
each Participant will (a) in the case of Options, have the right to purchase
that number of shares of stock of the Successor which have a Fair Market
Value, as of the date of such Change in Control of the Company, equal to the
Fair Market Value, as of the date of such Change in Control of the Company,
of the Shares of the Company theretofore subject to each Option, and (ii) for
a purchase price per share which, when multiplied by the number of shares of
stock of the Successor subject to each Option, equals the aggregate exercise
price at which the Participant could have acquired all of the Shares of the
Company previously optioned to the Participant, and (b) in the case of Awards
other than Options, have the right to receive that number of shares of stock
of the Successor (or cash) which have a Fair Market Value (or an amount of
cash), as of the date of such Change in Control of the Company, equal to the
Fair Market Value, as of the date of the Change in Control of the Company, of
the Shares of the Company to which each Award relates. The Committee, in its
sole discretion, will determine the method by which Awards of Performance
Shares are adjusted due to a Change in Control of the Company.
SECTION 5
ELIGIBILITY
5.1. Eligibility. Except as herein provided, the individuals who are
eligible to participate in the Plan and be granted Awards are those
individuals who are Employees of the Company or the Bank. The Committee may,
from time to time and in its sole discretion, select Employees to be granted
Awards and will determine the terms and conditions with respect thereto. In
making any such selection and in determining the form of the Award, the
Committee may give consideration to the functions and responsibilities of the
Employee's contributions to the Company or the Bank, the value of the
Employee's services (past, present and future) to the Company or the Bank,
and such other factors deemed relevant by the Committee in its sole
discretion. Committee members will not be eligible to participate in the
Plan while serving as Committee members. An Employee will become a
Participant as of the date specified by the Committee. A Participant can be
removed as an active Participant by the Committee effective as of any date.
5.2. No Contract of Employment. Neither the Plan nor any Award Agreement
executed under this Plan will constitute a contract of employment between a
Participant and the Company or the Bank, and participation in the Plan will
not give a Participant the right to be rehired by or retained in the
employment of the Company or the Bank.
SECTION 6
STOCK OPTIONS
6.1. Grant of Options. Subject to the terms and provisions of the Plan, the
Committee, at any time and from time to time, may grant Options to any
Employees in such amounts as the Committee, in its sole discretion, may
determine. The Committee may grant Incentive Stock Options, Nonqualified
Stock Options or any combination thereof. Subject to the terms and
provisions of the Plan, the Committee, in its sole discretion, will determine
the number of Shares subject to each Option; provided, however, no
Participant may be granted Incentive Stock Options which would result in
Shares with an aggregate Fair Market Value (measured on the Grant Date(s)) of
more than One Hundred Thousand Dollars ($100,000) first becoming exercisable
in any one calendar year.
6.2. Option Award Agreement. Each Option will be evidenced by an Option
Award Agreement that specifies the Exercise Price, the number of Shares to
which the Option pertains, the Option Period, any conditions on the exercise
of the Option, and such other terms and conditions as the Committee, in its
sole discretion, determines. The Option Award Agreement will also specify
whether the Option is intended to be an Incentive Stock Option or a
Nonqualified Stock Option. All grants of Options intended to constitute
Incentive Stock Options will be made in accordance, and all Award Agreements
pursuant to which Incentive Stock Options are granted will comply, with the
requirements of Section 422 of the Code.
6.3. Exercise Price. Subject to the provisions of this Section 6.3, the
Exercise Price for each Option will be determined by the Committee in its
sole discretion.
6.3.1. Nonqualified Stock Options. In the case of a Nonqualified Stock
Option, the Exercise Price per Share will be determined by the Committee;
provided, however, in no event will the Exercise Price be less than the one
hundred percent (100%) of Fair Market Value of the Shares to which the
Nonqualified Stock Option relates determined as of the Grant Date.
6.3.2. Incentive Stock Options. In the case of an Incentive Stock Option,
the Exercise Price will be not less than one hundred percent (100%) of the
Fair Market Value of the Shares to which the Incentive Stock Option relates
determined as of the Grant Date; provided, however, that if, on the Grant
Date, the Participant (together with persons whose stock ownership is
attributed to the Participant pursuant to Section 424(d) of the Code) owns
securities possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any of its
subsidiaries, the Exercise Price will be not less than one hundred ten
percent (110%) of the Fair Market Value of the Shares to which the Incentive
Stock Option relates determined as of the Grant Date.
6.3.3. Substitute Options. Notwithstanding the provisions of Sections 6.3.1
and 6.3.2, in the event the Company or the Bank consummates a transaction
described in Section 424(a) of the Code (e.g., the acquisition of property or
stock from an unrelated corporation), individuals who become Employees on
account of such transaction may be granted Options in substitution for
options granted by such former employer or recipient of services. If such
substitute Options are granted, the Committee, in its sole discretion and
consistent with Section 424(a) of the Code, may determine that such
substitute Options will have an exercise price less than one hundred (100%)
of the Fair Market Value of the Shares to which the Options relates
determined as of the Grant Dates. In carrying out the provisions of this
Section 6.3.3, the Committee will apply the principles contained in Section
4.5.
6.4. Duration of Options. Subject to a Change in Control of the Company and
the terms and provisions of Section 9, the Option Period with respect to each
Option will commence and expire at such times as the Committee provides in
the Award Agreement, provided that:
(a) Incentive and Nonqualified Stock Options can not be exercisable later
than the tenth anniversary of their respective Grant Dates;
(b) Incentive Stock Options granted to an Employee who possesses more than
ten percent (10%) of the total combined voting power of all classes of Shares
of the Company, taking into account the attribution rules of Section 422(d)
of the Code, can not be exercisable later than the fifth anniversary of their
Grant Date(s); and
(c) Subject to the overall limits of this Section 6, the Committee may, in
its sole discretion, after an Option is granted, extend the maximum term of
the Option.
6.5. Ability to Exercise Options. Subject to a Change in Control of the
Company and the provisions of this Section 6, all Options granted under this
Plan will be exercisable at such times, under such terms and subject to such
restrictions and conditions as the Committee determines in its sole
discretion and specifies in the Award Agreements to which such Options
relate. After an Option is granted, the Committee, in its sole discretion,
may accelerate the time or times at which the Option can be exercised.
6.6. Method of Exercise. Subject to the provisions of this Section 6 and the
applicable Award Agreement, a Participant may exercise an Option, in whole or
in part, at any time during the Option Period to which the Option relates by
giving written notice to the Company of exercise on a form provided by the
Committee (if available). Such notice will specify the number of Shares
subject to the Option to be purchased and will be accompanied by payment in
full of the total Exercise Price by cash or check or such other form of
payment as the Company may accept in its sole discretion. If permitted by
the Committee or the applicable Award Agreement, payment in full or in part
may also be made by:
(a) Delivering Shares already owned by the Participant for more than six (6)
months and having a total Fair Market Value on the date of such delivery
equal to the total Exercise Price;
(b) The authorization of the Company to retain Shares which would otherwise
be issuable upon exercise of the Option having a total Fair Market Value on
the date of delivery equal to the total Exercise Price;
(c) The certification of ownership of Shares owned by the Participant to the
satisfaction of the Committee for later delivery to the Company as specified
by the Committee; or
(d) Any combination of the foregoing.
No Shares will be issued until full payment therefor has been made. A
Participant will have all of the rights of a shareholder of the Company
holding the class of Shares subject to such Option (including, if applicable,
the right to vote the shares and the right to receive dividends) when the
Participant has given written notice of exercise, has paid the total Exercise
Price and such Shares have been recorded on the Company's official
shareholder records (or the records of its transfer agents or registrars) as
having been issued and transferred to the Participant.
6.7. Restrictions on Share Transferability. In addition to the restrictions
imposed by Section 12.8, the Committee may impose such restrictions on any
Shares acquired pursuant to the exercise of an Option as it may deem
advisable or appropriate in its sole discretion, including, but not limited
to, restrictions related to applicable federal and state securities laws and
the requirements of any national securities exchange or market on which
Shares are then listed or regularly traded.
6.8. Termination by Reason of Death, Disability or Retirement. If a
Participant's Termination of Service is due to death or Disability, the
Option Period will expire on the expiration of the shorter of the following
two (2) periods: (a) the two hundred seventy (270) day period commencing on
the date of such Termination of Service, or the date on which the Option
Period expires. If a Participant incurs a Termination of Service due to
Retirement, the Option Period will expire on the expiration of the shorter of
the following two (2) periods: (a) the ninety (90) day period commencing on
the date of such Termination of Service, or (b) the date on which the Option
Period expires.
6.9. Other Termination. If a Participant incurs a Termination of Service for
any reason other than death, Disability or Retirement, any Options held by
such Participant shall terminate immediately as of the date of such
Termination of Service.
6.10. Special Provision for Incentive Stock Options. Notwithstanding any
other provision of the Plan to the contrary, an Incentive Stock Option can
not be exercised (a) more than three (3) months after the Participant's
Termination of Service for any reason other than Disability, or (b) more than
one (1) year after the Participant's Termination of Service by reason of
Disability.
SECTION 7
STOCK APPRECIATION RIGHTS
7.1. Grant of SARs. Subject to the terms and conditions of the Plan, the
Committee, at any time and from time to time, may grant SARs to any Employees
in such amounts as the Committee, in its sole discretion, determines.
7.1.1. Number of Shares. Subject to the limitations of Section 4, the
Committee will have complete discretion to determine the number of SARs
granted to any Participant.
7.1.2. Terms of SARs. The Committee, subject to the provisions of the Plan,
will have complete discretion to determine the terms and conditions of SARs;
provided, however, that the Exercise Price of SARs shall be equal to the
Exercise Price of the Option to which such SAR relates.
7.2. Exercise of SARs. SARs may be exercised for all or part of the Shares
subject to the related Option upon the surrender of the right to exercise the
equivalent portion of the related Option. A SAR may be exercised only as to
the Shares with respect to which its related Option is then exercisable. In
the case of an SAR granted in connection with an Incentive Stock Option the
following requirements will apply: (a) the SAR will expire not later than the
date on which the underlying Incentive Stock Option expires; (b) the value of
the payout with respect to the SAR will be no more than one hundred percent
(100%) of the difference between the Exercise Price of the underlying
Incentive Stock Option and one hundred percent (100%) of the Fair Market
Value of the Shares subject to the underlying Incentive Stock Option at the
time the SAR is exercised; and (c) the SAR will be exercisable only when the
Fair Market Value of the Shares subject to the Incentive Stock Option to
which the SAR relates exceeds the Exercise Price of such Incentive Stock
Option.
7.3. SAR Award Agreement. Each SAR will be evidenced by the same Award
Agreement under which the Option to which the SAR relates is granted. The
Award Agreement will, with respect to the SAR, specify the Exercise Price,
expiration date of the SAR, the number of SARs, any conditions on the
exercise of the SAR, and such other terms and conditions as the Committee, in
its sole discretion, determines.
7.4. Expiration of SARs. Each SAR granted under the Plan will expire upon
the date the Option to which it relates expires, as provided in Section 6.4.
7.5. Payment of SAR Amount. Upon the exercise of SAR, the Participant will
be entitled to receive payment from the Company in an amount determined by
multiplying:
(a) The positive difference between the Fair Market Value of a Share on the
date of exercise and the Exercise Price; by
(b) The number of Shares with respect to which the SAR is exercised.
At the sole discretion of the Committee, such payment may be in cash, in
Shares which have a Fair Market Value equal to the cash payment calculated
under this Section 7.5, or in a combination of cash and Shares.
7.6. Termination of SAR. A SAR will terminate at such time as the Option to
which such SAR relates terminates as provided in Section 6.7.
SECTION 8
PERFORMANCE SHARES
8.1. Grant of Performance Shares. Subject to the terms and provisions of the
Plan, the Committee, at any time and from time to time, may grant Performance
Shares to any Employees in such amounts as the Committee, in its sole
discretion, determines.
8.1.1 Number of Performance Shares. Subject to the limitations of Section 4,
the Committee will have complete discretion in determining the number of
Performance Shares granted to each Participant.
8.1.2. Value of Performance Shares. Each Performance Share will have an
initial value equal to the Fair Market Value of a Share on the Grant Date.
8.2. Performance Objectives and Other Terms. The Committee will set
Performance Goals in its sole discretion which, depending on the extent to
which they are met, will determine the number of Performance Shares that will
be paid to the Participant. Each Award of Performance Shares will be
evidenced by an Award Agreement that specifies the number of Performance
Shares, the Performance Period, the Performance Goals and such other terms
and conditions as the Committee, in its sole discretion, determines. The
Committee may set Performance Goals based upon (a) the achievement of
consolidated, divisional, individual Participant or other Performance Goals,
(b) applicable Federal or state securities laws, or (c) any other basis
determined by the Committee in its sole discretion.
8.3. Earning of Performance Shares. After the applicable Performance Period
has ended, the holder of Performance Shares will be entitled to receive those
Performance Shares, earned by the Participant over the Performance Period, to
be determined as a function of the extent to which the applicable Performance
Goals have been achieved. After the grant of a Performance Share, the
Committee, in its sole discretion, may reduce or waive any Performance Goals
or related business criteria applicable to such Performance Share.
8.4. Form and Timing of Payment of Performance Shares. Payment of earned
Performance Shares will be made as soon as practicable after the end of the
applicable Performance Period. The Committee, in its sole discretion, may
pay earned Performance Shares in the form of cash, in Shares (which have an
aggregate Fair Market Value equal to the value of the earned Performance
Shares, as the case may be, determined as of the last day of the applicable
Performance Period) or a combination thereof.
8.5. Cancellation of Performance Shares. On the date set forth in the
applicable Award Agreement, all Performance Shares which have not been earned
or vested will be forfeited and thereafter will be available for the grant of
new Awards under the Plan.
8.6. Termination of Service. In the event of a Participant's Termination of
Service due to death, Disability or Retirement during a Performance Period,
the Participant (or his or her Beneficiary) will receive the Performance
Shares which relate to such Performance Period. In the event of a
Participant's Termination of Service for any other reason, all Performance
Shares will be forfeited and thereafter will be available for the grant of
new Awards under the Plan. Distribution of earned Performance Shares may be
made at the same time payments are made to Participants who did not incur a
Termination of Service during the applicable Performance Period.
SECTION 9
AMENDMENT, TERMINATION, AND DURATION
9.1. Amendment, Suspension or Termination of the Plan. The Board may
supplement, amend, alter or discontinue the Plan in its sole discretion at
any time and from time to time, but no supplement, amendment, alteration or
discontinuation will be made which would impair the rights of a Participant
under an Award theretofore granted without the Participant's consent, except
that any supplement, amendment, alteration or discontinuation may be made
to(a)avoid a material charge or expense to the Company or the Bank, (b) cause
the Plan to comply with applicable law, or (c) permit the Company or the Bank
to claim a tax deduction under applicable law. In addition, subject to the
provisions of this Section 9.1, the Board of Directors, in its sole
discretion at any time and from time to time, may supplement, amend, alter or
discontinue this Plan without the approval of the Company's shareholders (a)
to the extent such approval is not required by applicable law or the terms of
a written agreement, and (b) so long as any such amendment or alteration does
not increase the number of Shares subject to this Plan (other than pursuant
to Section 4.5) or increase the maximum number of Options, SARs or
Performance Shares that the Committee may award under the Plan. The
Committee may supplement, amend, alter or discontinue the terms of any Award
theretofore granted, prospectively or retroactively, on the same conditions
and limitations (and exceptions to limitations) as apply to the Board under
the foregoing provisions of this Section 9.1, and further subject to any
approval or limitations the Board may impose. Notwithstanding any provision
of the Plan to the contrary, if any right, Award or Award Agreement under the
Plan would cause a transaction of or acquisition by the Company to be
ineligible for "pooling of interest" accounting treatment that would, but
for such right hereunder, otherwise be eligible for such accounting
treatment, the Committee may amend, modify or adjust the right, the Award or
the Award Agreement of a Participant (without the prior consent, approval or
authorization of the Participant) so that pooling of interest accounting
treatment will be available with respect to such transaction or acquisition
even if any such amendment, modification or adjustment would be detrimental
to or impair the rights of a Participant under the Plan.
9.2. Duration of This Plan and Shareholder Approval. The Plan will become
effective on the Effective Date, and subject to Section 9.1 (regarding the
Board's right to supplement, amend, alter or discontinue this Plan), will
remain in effect thereafter; provided, however, that no Incentive Stock
Option will be exercised and no other Award will be exercised or otherwise
paid hereunder until this Plan has been approved by the holders of at least a
majority of the outstanding Shares at a meeting at which approval of this
Plan is considered; and provided further, however, that no Incentive Stock
Option may be granted under this Plan after the tenth anniversary of the
Effective Date.
SECTION 10
TAX WITHHOLDING
10.1. Withholding Requirements. Prior to the delivery of any Shares or cash
pursuant to the payment or exercise of an Award, the Company will have the
power and the right to deduct or withhold, or require a Participant to remit
to the Company, an amount sufficient to satisfy all Federal, state, and local
income and employment taxes required to be withheld with respect to the
payment or the exercise of such Award.
10.2. Withholding Arrangements. The Committee, in its sole discretion and
pursuant to such procedures as it may specify from time to time, may permit a
Participant to satisfy such tax withholding obligation, in whole or in part,
by (a) electing to have the Company withhold otherwise deliverable Shares
(except in the case of exercises of Incentive Stock Options), or (b)
delivering to the Company Shares then owned by the Participant having a Fair
Market Value equal to the amount required to be withheld; provided, however,
that any shares delivered to the Company must satisfy the ownership
requirements specified in Section 6.6(a). The amount of the withholding
requirement will be deemed to include any amount that the Committee agrees
may be withheld at the time any such election is made, not to exceed, in the
case of income tax withholding, the amount determined by using the maximum
federal, state or local marginal income tax rates applicable to the
Participant with respect to the Award on the date the amount of income tax to
be withheld is determined. The Fair Market Value of the Shares to be
withheld or delivered will be determined as of the date the taxes are
required to be withheld.
SECTION 11
LEGAL CONSTRUCTION
11.1. Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also includes the feminine, the plural
includes the singular and the singular includes the plural.
11.2. Severability. In the event any provision of the Plan is held to be
illegal or invalid for any reason, the illegality or invalidity will not
affect the remaining parts of this Plan, and this Plan will be construed and
enforced as if the illegal or invalid provision had never been included
herein.
11.3. Requirements of Law. The grant of Awards and the issuance of Shares
under this Plan will be subject to all applicable statutes, laws, rules and
regulations and to such approvals and requirements as may be required from
time to time by any governmental authorities or any securities exchange or
market on which the Shares are then listed or traded.
11.4. Governing Law. Except to the extent preempted by the Federal laws of
the United States, the Plan and all Award Agreements will be construed in
accordance with and governed by the laws of the State of Indiana without
giving effect to any choice or conflict of law provisions, principles or
rules (whether of the State of Indiana or any other jurisdiction) that would
cause the application of any laws of any jurisdiction other than the State of
Indiana.
11.5. Headings. The descriptive headings and sections of this Plan are
provided herein for convenience of reference only and will not serve as a
basis for interpretation or construction of the Plan.
11.6. Mistake of Fact. Any mistake of fact or misstatement of facts will be
corrected when it becomes known by a proper adjustment to an Award or Award
Agreement.
11.7. Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person
relying thereon considers pertinent and reliable, and signed, made or
presented by the proper party or parties.
SECTION 12
MISCELLANEOUS
12.1. Deferrals. The Committee, in its sole discretion, may permit a
Participant to elect to defer receipt of all or any percentage of the cash or
Shares that would otherwise be due to such Participant under an Award so
long as (a) such deferral election is made by the Participant in the Award
Agreement which provides for the payment of cash or the delivery of Shares,
and (b) the Award evidenced by such Award Agreement is based upon services to
be rendered by the Participant as an Employee after the Grant Date. The
Award Agreement must specify the whole percentage (or dollar amount or Fair
Market Value) of the cash or Shares to be deferred and the date or event on
or with respect to which and the form in which any amount deferred thereunder
will be distributed. In no event will any amount deferred under this Section
12.1 become distributable later than the earlier of the following two (2)
events: the date of the Participant's death or the date on which the
Participant attains age seventy and one-half (70 1/2). Any such deferral
election will be subject to such additional rules and procedures as may be
determined by the Committee in its sole discretion.
12.2. No Effect on Employment or Service. Neither the Plan nor the grant of
any Awards or the execution of any Award Agreement will confer upon any
Participant any right to continued employment by the Company or will
interfere with or limit in any way the right of the Company to terminate any
Participant's employment or service at any time, with or without Cause.
Employment with the Company and the Bank is on an at-will basis only, unless
otherwise provided by a written employment or severance agreement, if any,
between the Participant and the Company or the Bank. If there is any
conflict between the provisions of this Plan and an employment or severance
agreement, the provisions of such employment or severance agreement will
control, including, but not limited to, the vesting and forfeiture of any
Awards.
12.3. No Company Obligation. Unless required by applicable law, the Company,
the Bank, the Board of Directors, and the Committee will not have any duty or
obligation to affirmatively disclose material information to a record or
beneficial holder of Shares or an Award, and such holder will have no right
to be advised of any material information regarding the Company or any
Affiliate at any time prior to, upon or in connection with the receipt,
exercise or distribution of an Award. In addition, the Company, the Bank,
the Board of Directors, the Committee and any attorneys, accountants,
advisors or agents for any of the foregoing shall not provide any advice,
counsel or recommendation to any Participant with respect to, without
limitation, any Award, any exercise of an Option, or any tax consequences
relating to an Award.
12.4. Participation. No Employee will have the right to be selected to
receive an Award under the Plan or, having been selected, to be selected to
receive any Award in the future. Participation in the Plan will not give any
Participant any right or claim to any benefit hereunder, unless such right or
claim has specifically accrued under the terms of the Plan.
12.5. Liability and Indemnification. No member of the Board, the Committee
or any officer or Employee of the Company or the Bank will be personally
liable for any action, failure to act, decision or determination made in good
faith in connection with the Plan. By participating in the Plan, each
Participant agrees to release and hold harmless the Company and the Bank (and
their respective directors, officers and employees) and the Committee from
and against any tax liability, including, but not limited to, interest and
penalties, incurred by the Participant in connection with his receipt of
Awards under the Plan and the deferral, payment and exercise thereof. Each
person who is or has been a member of the Committee, or of the Board, will be
indemnified and held harmless by the Company against and from (a) any loss,
cost, liability or expense (including, but not limited to, attorneys' fees)
that may be imposed upon or reasonably incurred by him or her in connection
with or resulting from any claim, action, suit or proceeding to which he or
she may be a party or in which he or she may be involved by reason of any
action taken or failure to act under the Plan or any Award Agreement, and (b)
any and all amounts paid by him or her in settlement thereof, with the
Company's prior written approval, or paid by him or her in satisfaction of
any judgment in any such claim, action, suit or proceeding against him or
her; provided, however, that he or she must give the Company an opportunity,
at the Company's expense, to handle and defend such claim, action, suit or
proceeding before he or she undertakes to handle and defend the same on his
or her own behalf. The foregoing right of indemnification is not exclusive
of any other rights of indemnification to which such persons may be entitled
under the Company's Articles of Incorporation or By-Laws, by contract, as a
matter of law or otherwise, or under any power that the Company may have to
indemnify them or hold them harmless.
12.6. Successors. All obligations of the Company under the Plan, with
respect to Awards granted hereunder, shall be binding on any successor to the
Company, whether or not the existence of such successor is the result of a
Change in Control of the Company. The Company will not recommend,
facilitate, agree or consent to a transaction or series of transactions which
would result in a Change in Control of the Company unless and until the
person or persons or entity or entities acquiring control of the Company as a
result of such Change in Control agree(s) to be bound by the terms of this
Plan insofar as it pertains to Awards theretofore granted and agrees to
assume and perform the obligations of the Company and its Successor (as
defined in subsection 4.5.2) hereunder.
12.7. Beneficiary Designations. Any Participant may designate, on such forms
as may be provided by the Committee for such purpose, a Beneficiary to whom
any vested but unpaid Award will be paid in the event of the Participant's
death. To be effective, each such designation must revoke all prior
designations by the Participant and will be effective only if given in a form
and manner acceptable to the Committee. In the absence of any such
designation, any vested benefits remaining unpaid at the Participant's death
will be paid to the Participant's estate and, subject to the terms of this
Plan and of the applicable Award Agreement, any unexercised vested Award may
be exercised by the administrator or executor of the Participant's estate.
12.8. Nontransferability of Awards. No Award under the Plan can be sold,
transferred, assigned, margined, encumbered, bequeathed, gifted, alienated,
hypothecated, pledged or otherwise disposed of, whether by operation of law,
whether voluntarily or involuntarily or otherwise, other than by will or by
the laws of descent and distribution. In addition, no Award can be subject
to execution, attachment or similar process. Any attempted or purported
transfer of an Award in contravention of the Plan or an Award Agreement will
be null and void ab initio and of no force or effect whatsoever. All rights
with respect to an Award granted to a Participant will be exercisable during
his or her lifetime only by the Participant.
12.9. No Rights as Shareholder. No Participant (or any Beneficiary) will
have any of the rights or privileges of a shareholder of the Company with
respect to any Shares issuable pursuant to an Award (or the exercise
thereof), unless and until certificates representing such Shares are recorded
on the Company's official shareholder records (or the records of its transfer
agents or registrars) as having been issued and transferred to the
Participant (or his or her Beneficiary).
12.10. Funding. Benefits payable under the Plan to any person will be paid
by the Company from its general assets. Shares to be distributed hereunder
will be issued directly by the Company from its authorized but unissued
Shares or acquired by the Company on the open market, or a combination
thereof. Neither the Company nor the Bank will be required to segregate on
their books or otherwise establish any funding procedure for any amount to be
used for the payment of benefits under the Plan. The Company and/or the Bank
may, however, in their sole discretion, set funds aside in investments to
meet any anticipated obligations under the Plan. Any such action or set-
aside will not be deemed to create a trust of any kind between the Company or
the Bank and any Participant or other person entitled to benefits under the
Plan or to constitute the funding of any Plan benefits. Consequently, any
person entitled to a payment under the Plan will have no rights greater than
the rights of any other unsecured general creditor of the Company or the
Bank.
12.11. Use of Proceeds. The proceeds received by the Company from the sale
of Shares pursuant to this Plan will be used for general corporate purposes.
Dated:_______________________________
By:_______________________________
Ronald G. Seals, President
ATTEST:
By:_________________________________
Title:_______________________________
AMENDED AND RESTATED 1997 DIRECTORS' STOCK COMPENSATION PLAN
OF SVB&T CORPORATION
1. Purpose. The 1997 Directors' Stock Compensation Plan of SVB&T Corporation
(the "Plan") is designed to promote the interests of SVB&T Corporation (the
"Company") and its Subsidiaries by increasing the proprietary interest in
the Company of the members of the Boards of Directors of the Company and its
Subsidiaries by enabling members of the Board of Directors to elect to
receive common voting stock of the Company which is equivalent in value
to, but in lieu of, Board Fees. The Plan is designed to be
administered in conjunction with the 1997 Directors' Stock Option Plan of
SVB&T Corporation (the "Option Plan"). The Option Plan provides for the
granting of nonqualified stock options to Directors. The number of shares
subject to options granted under the Option Plan is fifty percent (50%) of
the number of shares received by Directors pursuant to their elections under
the Plan.
2. Effective Date and Duration. The Effective Date of the Plan is January 1
, 1997.Elections to receive shares of the Company's stock may be made under
the Plan for a period of five (5) years commencing January 1, 1997; however,
no shares will be distributed hereunder until the Plan has been approved by a
majority of the shares of the Company represented at the shareholders'
meeting at which approval of the Plan is considered. No shares shall be
distributed hereunder with respect to years commencing after December 31,
2001. Upon that date, the Plan shall expire except as to shares to be
distributed pursuant to elections made with respect to calendar years ended
on and before December 31, 2001.
3. Administration. The Plan is intended to be self-governing. Other than
the determination of the Fair Market Value of Company stock by the Committee
on an annual basis, the Plan requires no discretionary action by any
administrative body with regard to any transaction hereunder. To the extent,
if any, that any questions of interpretation arise, such questions shall be
resolved by the Committee. The Committee, from time to time, may
adopt any rule or procedure it deems necessary or desirable for the proper
and efficient administration of the Plan, provided it is consistent with the
terms of the Plan. The decision of a majority of the Committee members shall
constitute the decision of the Committee. The Committee's determinations and
interpretations with respect to the Plan shall be final and binding on all
parties. Any notice or document required to be given to or filed with the
Company or the Committee will be properly given or filed if delivered or
mailed by certified mail, postage prepaid, to the Committee at 1500 Main
Street, P. O. Box 830, Jasper, Indiana 47547-0830.
4. Definitions. For purposes of the Plan, unless a different meaning is
clearly required by the context, the following terms shall have the following
meanings:
(a) "Board Fees" means the fees payable to a member of the Board of
Directors for attending meetings thereof; such term shall exclude fees for
attending meetings of committees of the Board of Directors.
(b) "Board of Directors" means the Board of Directors of the Company or any
Subsidiary.
(c) "Change in Control of the Company" means (i) any merger, consolidation
or similar transaction which involves the Company and in which persons who
are the shareholders of the Company immediately prior to such transaction
own, immediately after such transaction, shares of the surviving or combined
entity which possess voting rights equal to or less than fifty percent (50%)
of the voting rights of all shareholders of such entity, determined on a
fully diluted basis; (ii) any sale, lease, exchange, transfer or other
disposition of all or any substantial part of the consolidated assets of the
Company; (iii) any tender, exchange, sale or other disposition (other than
disposition of the stock of the Company or any Subsidiary in connection with
bankruptcy, insolvency, foreclosure, receivership or other similar
transactions) or purchases (other than purchases by the Company or any
Company sponsored employee benefit Plan, or purchases by members of the Board
of Directors) of shares which represent more than twenty-five percent (25%)
of the voting power of the Company or any Subsidiary; (iv) during any period
of two (2) consecutive years, individuals who at the date of the adoption of
the Plan constitute the Board of Directors cease for any reason to constitute
at least a majority thereof, unless the election of each director at the
beginning of such period has been approved by Directors representing at least
a majority of the Directors then in office who were Directors on the date of
the adoption of the Plan; (v) a majority of the Board of Directors recommends
the acceptance of or accepts any agreement, contract, offer or other
arrangement providing for, or any series of transactions resulting in, any
of the transactions described above.
(d) "Committee" means the Compensation Committee of the Board of Directors.
(e) "Company" means SVB&T Corporation.
(f) "Director" or "Directors" means any individual who is actively serving
as a member of the Board of Directors.
(g) "Effective Date" means January 1, 1997.
(h) "Fair Market Value" means the per share value as determined in good
faith by the Committee based upon such factors as the Committee shall
determine to be relevant.
(i)"Plan" means the stock compensation plan embodied herein, as amended
from time to time, known as the 1997 Directors' Stock Compensation Plan of
SVB&T Corporation.
(j) "Subsidiary" or "Subsidiaries" means a corporation, a majority of the
outstanding voting stock of which is owned or controlled, directly or
indirectly, by the Company or by one or more other Subsidiaries of the
Company. For the purposes of this definition, "voting stock" means stock
which has voting power for the election of directors, unless a senior class
of stock has such voting power by reason of any contingency.
5. Eligibility. Each member of the Board of Directors shall be eligible to
participate in the Plan while he is actively serving as a member thereof. A
Director shall cease to be eligible to participate on the date he ceases to
be a Director for any reason.
6. Shares Covered by the Plan. The stock to be subject to Directors'
elections under the Plan shall be shares of authorized common voting stock of
the Company and may be unissued shares or reacquired shares (including shares
purchased in the open market), or a combination thereof, as the Committee may
from time to time determine. Provided, however, subject to the provisions
of Section 7, the maximum number of shares to be distributed under the Plan
shall not exceed sixteen thousand (16,000) shares.
7. Adjustments.
Substitution of Stock and Assumption of Plan. In the event of any change in
the common voting stock of the Company through stock dividends, split-ups,
recapitalizations, reclassifications, or otherwise, or in the event that
other stock shall be substituted for the present common voting stock of the
Company as the result of any merger, consolidation, reorganization or
similar transaction which constitutes a Change in Control of the Company,
then the Committee may make appropriate adjustments or substitutions in the
aggregate number, price and kind of shares available under the Plan and in
the number, price and kind of shares covered under any elections made under
the Plan. The Committee's determination in this respect shall be final and
conclusive. Provided, however, the Company shall not, and shall not permit
its Subsidiaries to, recommend, facilitate, agree or consent to a transaction
or series of transactions which would result in a Change of Control of the
Company unless and until the person or persons or entity or entities
acquiring or succeeding to the assets and/or capital stock of the Company or
any of its Subsidiaries as a result of such transaction or transactions
agrees to be bound by the terms of the Plan insofar as it pertains to
elections theretofore made but with respect to stock of the Company which has
yet to be distributed and agrees to assume and perform the obligations of the
Company with respect thereto.
(b) Conversion of Stock. In the event of a Change in Control of the Company
pursuant to which another person or entity acquires control of the Company
such other person or entity being the "Successor"), the kind of shares of
common voting stock which shall be subject to the Plan and to each election
made thereunder, shall automatically, by virtue of such Change in Control of
the Company, be converted into and replaced by shares of common voting stock,
or such other class of securities having rights and preferences no less
favorable than common voting stock of the Successor, and the number of shares
subject to the election and the Fair Market Value of the shares subject to
the election shall be correspondingly adjusted, so that, by virtue of
such Change in Control of the Company, each Director shall have the right to
receive (i) that number of shares of common voting stock of the Successor
which have a Fair Market Value equal to the Fair Market Value of the shares
of common voting stock of the Company, as of the date of such Change in
Control of the Company, theretofore subject to his election; and (ii) for a
price per share which, when multiplied by the number of shares of common
voting stock of the Successor subject to the election, shall equal the
aggregate purchase price at which the Director would have received all of the
shares of the common voting stock of the Company previously elected to be
received.
8. Plan Benefits. Each Director may elect, pursuant to Section 10, on an
annual basis, to receive shares of common voting stock of the Company, in
lieu of up to one hundred percent (100%) of the Directors' Board Fees for
each calendar year during the term of the Plan and during which the Director
is actively serving as a Director. In the event a Director serves as a
Drector for less than a full calendar year, the number of shares the Director
shall be entitled to receive hereunder shall be based on a fraction, the
numerator of which is the number of days in the calendar year during which
the Participant serves as a Director and the denominator of which is three
hundred sixty (360). Distribution of shares shall be made effective as of
the first day of the calendar year immediately following the calendar year
to which the Director's election relates. Distribution of such shares shall
be made on, or as soon as practicable following, the date on which the
Committee determines the Fair Market Value of the Company's common voting
stock to be distributed.
9. Number of Shares to be Distributed. The number of shares of the Company's
common voting stock to be distributed to a Director hereunder will be
determined by dividing the portion of the Directors' Board Fees for the
calendar year, subject to the election described in Section 10, by the Fair
Market Value of one share of the Company's stock, determined as of the last
day of such calendar year. Any fraction of a share shall be disregarded, and
the equivalent amount in Board Fees shall be paid in cash.
10. Elections. An election pursuant to Section 8 must be made in writing and
be delivered to the President of the Company not less than ten (10) days
prior to the first day of the calendar year with respect to which the
election is to be effective. Such election shall be effective as of the
first day of such calendar year and shall remain in effect until amended or
terminated by the Participant in accordance with the provisions of this
Section 10. In the event a Director does not make an election when he
initially becomes eligible, or in the event he determines to recommence
participation in the Plan after having terminated a previous election, he may
subsequently elect to receive shares of the Company common voting stock in
lieu of Board Fees by giving written notice to the President of the Company
not less than ten (10) days prior to the first day of the calendar year with
respect to which the election is to be effective. A Director may elect to
increase or decrease the percentage of his Board Fees which were the subject
of a previous election or to terminate a previous election by giving written
notice to the President of the Company not less than ten (10) days prior to
the first day of the calendar year immediately following the calendar year in
which such election is made. Such election shall be effective as of such
first day of such following calendar year.
Notwithstanding any other provision of the Plan, all elections made by a
Director hereunder shall be made on such forms as shall be prescribed by the
Committee. Provided, further, any increase, decrease, termination or
recommencement of elections under the Plan shall apply solely to Board Fees
which are attributable to services rendered after the effective date of such
increase, decrease, termination or recommencement.
11. Amendment and Termination. The Board of Directors or the Committee may,
at any time, without the approval of the stockholders of the Company (except
as otherwise required by applicable law, rule or regulations), alter, amend,
modify, suspend or discontinue the Plan but may not, without the consent of a
Director who has made an election under the Plan with respect to a particular
calendar year, make any alteration which would adversely affect the rights of
the Director to receive shares of the Company's stock pursuant to his
election through the date on which such alteration, amendment, modification,
suspension or discontinuance would be effective, or without the approval of
the stockholders of the Company make any alteration which would: (a) increase
the aggregate number of shares subject to the Plan, except as provided in
Section 7; (b) withdraw administration of the Plan from the Committee or the
Board of Directors; (c) extend the term of the Plan; or (d) change the class
of individuals eligible to make elections under the Plan.
12. Liability. No member of the Board of Directors or the Committee or any
officer or employee of the Company or its Subsidiaries shall be personally
liable for any action, omission or determination made in good faith in
connection with the Plan. Each Director, in his election form, shall agree
to release and hold harmless the Company, the Board of Directors, the
Committee and all officers and employees of the Company and its Subsidiaries
from and against any tax liability, including without limitation interest and
penalties, incurred by the Director in connection with his participation in
the Plan
13. Tax Liability. Each Director shall be solely responsible for paying all
required federal, state, city and local taxes applicable to the receipt of
all amounts payable under the Plan.
14. Evidence. Directors must furnish to the Committee such documents,
evidence, data or other information as the Committee considers necessary or
desirable for the purpose of administering the Plan. The benefits under the
Plan for each Director are to be provided on the condition that he furnish
full, true and complete data, evidence or other information, and that he will
promptly sign any document reasonably related to the administration of the
Plan requested by the Committee. Neither the Plan nor any election made
thereunder will constitute a contract or other agreement between the Company
and the Director that gives the Director the right to be retained as a member
of the Board of Directors, nor will participation in the Plan give any
Director any right or claim to any benefit under the Plan, unless such right
or claim has specifically accrued under the terms of the Plan. Evidence
required of anyone under the Plan may be by certificate, affidavit, document
or other information which the person relying thereon considers pertinent and
reliable, and signed, made or presented by the proper party or parties.
15. Action by Company. Any action required or permitted to be taken by the
Company under the Plan shall be by resolution of the Board of Directors or by
person or persons authorized by resolution of the Board of Directors.
16. Gender and Number. Where the context admits, words in the masculine
gender shall include the feminine gender, the plural shall include the
singular and the singular shall include the plural.
17. Controlling Laws. Except to the extent superseded by laws of the United
States, the laws of Indiana shall be controlling in all matters relating to
the Plan.
18. Mistake of Fact. Any mistake of fact or misstatement of fact shall be
corrected when it becomes known, and proper adjustment made by reason
thereof.
19. Severability. In the event any provision of the Plan shall be held to be
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
endorsed as if such illegal or invalid provisions had never been contained in
the Plan.
20. Effect of Headings. The descriptive headings of the sections of this
Plan are inserted for convenience of reference and identification only and do
not constitute a part of this Plan for purposes of interpretation.
21. Nontransferability. No election made hereunder shall be transferable,
except by the Director's will or the laws of decedent and distribution.
During a Director's lifetime, his ability to make any election under the Plan
can only be made by him. In the event of a Director's death after making an
election under the Plan but prior to the date on which the shares of stock
subject to the election would otherwise be distributed, such shares shall be
distributed to the personal representative of the Director's estate. The
election and any rights and privileges pertaining thereto shall not be
transferred, assigned, pledged or hypothecated by him in any way, whether by
operation of law or otherwise and shall not be subject to execution,
attachment or similar process.
22. Investment Representations. Unless the shares subject to an election are
registered under the Securities Exchange Act of 1933, each Director, in his
election form, shall agree for himself and his legal representatives that any
and all shares of common voting stock acquired as a result of the making of
an election shall be acquired for investment and not with a view to, or for
sale in connection with, any distribution of those shares. Any certificate
for share(s) issued pursuant to an election subject to this investment
representation shall bear a legend evidencing this restriction.
SVB&T CORPORATION
DATED:
By:
Ronald G. Seals, President
Exhibit 99.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of SVB&T Corporation (the "Company")
on Form 10-Q for the period ending September 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Ronald G. Seals, Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
Ronald G. Seals
Chief Executive Officer
November 15, 2002
The foregoing certification is being furnished solely pursuant to 18 U.S.C.
1350 and not for any other purpose, and is subject to the knowledge standard
contained in 18 U.S.C. 1350.
Exhibit 99.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of SVB&T Corporation (the "Company")
on Form 10-Q for the period ending September 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
David Rees, Principal Financial Officer of the Company, certify, pursuant to
18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
David Rees
Chief Financial Officer
November 15, 2002
The foregoing certification is being furnished solely pursuant to 18 U.S.C.
1350 and not for any other purpose, and is subject to the knowledge standard
contained in 18 U.S.C. 1350.