ST. LANDRY FINANCIAL CORPORATION
1995 Stock Option and Incentive Plan
1. Plan Purpose. The purpose of the Plan is to promote the
long-term interests of the Corporation and its stockholders by providing
a means for attracting and retaining directors, officers and employees
of the Corporation and its Affiliates. It is intended that designated
Options granted pursuant to the provisions of this Plan to persons
employed by the Corporation or its Affiliates will qualify as Incentive
Stock Options. Options granted to persons who are not employees will be
Non-Qualified Stock Options.
2. Definitions. The following definitions are applicable to the
Plan:
"Affiliate" - means any "parent corporation" or "subsidiary
corporation" of the Corporation, as such terms are defined in Section
424(e) and (f), respectively, of the Code.
"Association" - means First Federal Savings and Loan
Association of Opelousas, and any successor entity.
"Award" - means the grant of an Incentive Stock Option, a
Non-Qualified Stock Option, a Stock Appreciation Right, a Limited Stock
Appreciation Right, or of Restricted Stock, or any combination thereof,
as provided in the Plan.
"Code" - means the Internal Revenue Code of 1986, as amended.
"Committee" - means the Committee referred to in Section 3
hereof.
"Continuous Service" - means the absence of any interruption
or termination of service as a director, advisory director, officer or
employee of the Corporation or an Affiliate, except that when used with
respect to persons granted an Incentive Option means the absence of any
interruption or termination of service as an employee of the Corporation
or an Affiliate. Service shall not be considered interrupted in the
case of sick leave, military leave or any other leave of absence
approved by the Corporation or in the case of transfers between payroll
locations of the Corporation or between the Corporation, its parent, its
subsidiaries or its successor. With respect to any advisory director,
continuous service shall plan mean availability to perform such
functions as may be required of the Association's advisory directors.
"Corporation" - means St. Landry Financial Corporation, a
Delaware corporation.
"Disinterested Person" - means any member of the Board of
Directors of the Corporation who (A) is an outside director as defined
under Section 162(m) of the Code and the regulations thereunder and (B)
a person who within the prior year has not been, and is not being,
granted any awards related to the Shares under this Plan or any other
plan of the Corporation or any of its Affiliates except for awards which
(i) are calculated in accordance with a formula as contemplated in
paragraph (c)(2)(ii) of Rule 16b-3 ("Rule 16b-3") under the Securities
Exchange Act of 1934; (ii) result from participation in an ongoing
securities acquisition plan meeting the conditions of paragraph (d)(2)
of Rule 16b-3; or, (iii) arise from an election by a director to receive
all or part of his board fees in securities. No recipient of a stock
award granted pursuant to Section 21 hereof shall be deemed not to be a
Disinterested Person solely by reason of such grant.
"Employee" - means any person, including an officer or
director, who is employed by the Corporation or any Affiliate.
"ERISA" - means the Employee Retirement Income Security Act of
1974, as amended.
"Exercise Price" - means (i) in the case of an Option, the
price per Share at which the Shares subject to such Option may be
purchased upon exercise of such Option and (ii) in the case of a Right,
the price per Share (other than the Market Value per Share on the date
of exercise and the Offer Price per Share as defined in Section 10
hereof) which, upon grant, the Committee determines shall be utilized in
calculating the aggregate value which a Participant shall be entitled to
receive pursuant to Sections 9, 10 or 13 hereof upon exercise of such
Right.
"Incentive Stock Option" - means an option to purchase Shares
granted by the Committee pursuant to Section 6 hereof which is subject
to the limitations and restrictions of Section 8 hereof and is intended
to qualify under Section 422 of the Code.
"Limited Stock Appreciation Right" - means a stock
appreciation right with respect to Shares granted by the Committee
pursuant to Sections 6 and 10 hereof.
"Market Value" - means the average of the high and low quoted
sales price on the date in question (or, if there is no reported sale on
such date, on the last preceding date on which any reported sale
occurred) of a Share on the Composite Tape for the New York Stock
Exchange-Listed Stocks, or, if on such date the Shares are not quoted on
the Composite Tape, on the New York Stock Exchange, or, if the Shares
are not listed or admitted to trading on such Exchange, on the principal
United States securities exchange registered under the Securities
Exchange Act of 1934 on which the Shares are listed or admitted to
trading, or, if the Shares are not listed or admitted to trading on any
such exchange, the mean between the closing high bid and low asked
quotations with respect to a Share on such date on the National
Association of Securities Dealers, Inc., Automated Quotations System, or
any similar system then in use, or, if no such quotations are available,
the fair market value on such date of a Share as the Committee shall
determine.
"Non-Qualified Stock Option" - means an option to purchase
Shares granted by the Committee pursuant to Section 6 hereof, which
option is not intended to qualify under Section 422(b) of the Code.
"Option" - means an Incentive Stock Option or a Non-Qualified
Stock Option.
"Participant" - means any officer or employee of the
Corporation or any Affiliate who is selected by the Committee to receive
an Award and any director or advisory director of the Corporation who is
granted an Award pursuant to Section 21 hereof.
"Plan" - means the 1995 Stock Option and Incentive Plan of the
Corporation.
"Related" - means (i) in the case of a Right, a Right which is
granted in connection with, and to the extent exercisable, in whole or
in part, in lieu of, an Option or another Right and (ii) in the case of
an Option, an Option with respect to which and to the extent a Right is
exercisable, in whole or in part, in lieu thereof has been granted.
"Restricted Period" - means the period of time selected by the
Committee for the purpose of determining when restrictions are in effect
under Section 11 hereof with respect to Restricted Stock awarded under
the Plan.
"Restricted Stock" - means Shares which have been contingently
awarded to a Participant by the Committee subject to the restrictions
referred to in Section 11 hereof, so long as such restrictions are in
effect.
"Right" - means a Limited Stock Appreciation Right or a Stock
Appreciation Right.
"Shares" - means the shares of common stock of the
Corporation.
"Senior Officer" - means the Corporation's president,
principal financial officer, or principal accounting officer, any vice
president of the Corporation in charge of a principal business unit,
division or function (such as sales, administration or finance), any
other officer who performs a policy-making function, or any other person
who performs similar policy-making functions for the Corporation.
Officers of the Corporation's Affiliates shall be deemed Senior Officers
of the Corporation if they perform such policy-making functions for the
Corporation.
"Stock Appreciation Right" - means a stock appreciation right
with respect to Shares granted by the Committee pursuant to Sections 6
and 9 hereof.
"Ten Percent Beneficial Owner" - means the beneficial owner of
more than ten percent of any class of the Corporation's equity
securities registered pursuant to Section 12 of the Securities Exchange
Act of 1934.
3. Administration. The Plan shall be administered by a Committee
consisting of two or more members, each of whom shall be a Disinterested
Person. The members of the Committee shall be appointed by the Board of
Directors of the Corporation. Except as limited by the express
provisions of the Plan, the Committee shall have sole and complete
authority and discretion to (i) select Participants and grant Awards;
(ii) determine the number of Shares to be subject to types of Awards
generally, as well as to individual Awards granted under the Plan; (iii)
determine the terms and conditions upon which Awards shall be granted
under the Plan; (iv) prescribe the form and terms of instruments
evidencing such grants; and (v) establish from time to time regulations
for the administration of the Plan, interpret the Plan, and make all
determinations deemed necessary or advisable for the administration of
the Plan. The Committee may maintain, and update from time to time as
appropriate, a list designating selected directors as Disinterested
Persons. The purpose of such list shall be to evidence the status of
such individuals as Disinterested Persons, and the Board of Directors
may appoint to the Committee any individual actually qualifying as a
Disinterested Person, regardless of whether identified as such on said
list.
A majority of the Committee shall constitute a quorum, and the acts
of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee
without a meeting, shall be acts of the Committee.
4. Participation in Committee Awards. The Committee may select
from time to time Participants (other than Disinterested Persons) who in
the opinion of the Committee, have the capacity for contributing to the
successful performance of the Corporation or its Affiliates.
5. Shares Subject to Plan. Subject to adjustment by the
operation of Section 12 hereof, the maximum number of Shares with
respect to which Awards may be made under the Plan is 10% of the total
Shares issued in the Association's conversion to the capital stock form.
The Shares with respect to which Awards may be made under the Plan may
be either authorized and unissued shares or issued shares heretofore or
hereafter reacquired and held as treasury shares. Shares which are
subject to Related Rights and Related Options shall be counted only once
in determining whether the maximum number of Shares with respect to
which Awards may be granted under the Plan has been exceeded. An Award
shall not be considered to have been made under the Plan with respect to
any Option or Right which terminates or with respect to Restricted Stock
which is forfeited, and new Awards may be granted under the Plan with
respect to the number of Shares as to which such termination or
forfeiture has occurred.
6. General Terms and Conditions of Options and Rights. The
Committee shall have full and complete authority and discretion, except
as expressly limited by the Plan, to grant Options and/or Rights and to
provide the terms and conditions (which need not be identical among
Participants) thereof. In particular, the Committee shall prescribe the
following terms and conditions: (i) the Exercise Price of any Option or
Right, which shall not be less than the Market Value per Share at the
date of grant of such Option or Right, (ii) the number of Shares subject
to, and the expiration date of, any Option or Right, which expiration
date shall not exceed ten years from the date of grant, (iii) the man-
ner, time and rate (cumulative or otherwise) of exercise of such Option
or Right, and (iv) the restrictions, if any, to be placed upon such
Option or Right or upon Shares which may be issued upon exercise of such
Option or Right. The Committee may, as a condition of granting any
Option or Right, require that a Participant agree not to thereafter
exercise one or more Options or Rights previously granted to such
Participant. Notwithstanding the foregoing, no individual shall be
granted Awards in any calendar year with respect to more than 25% of the
total Shares subject to the Plan.
Furthermore, at the time of any Award, the Participant shall enter
into an agreement with the Corporation in a form specified by the
Committee, agreeing to the terms and conditions of the Award and such
other matters as the Committee, in its sole discretion, shall determine
( the "Option Agreement").
7. Exercise of Options or Rights.
(a) Except as provided herein, an Option or Right granted
under the Plan shall be exercisable during the lifetime of the
Participant to whom such Option or Right was granted only by such
Participant and, except as provided in paragraphs (c) and (d) of this
Section 7, no such Option or Right may be exercised unless at the time
such Participant exercises such Option or Right, such Participant has
maintained Continuous Service since the date of grant of such Option or
Right. Cash settlements of Rights may be made only in accordance with
any applicable restrictions pursuant to Rule 16b-3(e) under the
Securities Exchange Act of 1934 or any similar or successor provision.
(b) To exercise an Option or Right under the Plan, the
Participant to whom such Option or Right was granted shall give written
notice to the Corporation in form satisfactory to the Committee (and, if
partial exercises have been permitted by the Committee, by specifying
the number of Shares with respect to which such Participant elects to
exercise such Option or Right) together with full payment of the
Exercise Price, if any and to the extent required. The date of exercise
shall be the date on which such notice is received by the Corporation.
Payment, if any is required, shall be made either (i) in cash (including
check, Association draft or money order) or (ii) if permitted by the
Committee, by delivering (A) Shares already owned by the Participant and
having a fair market value equal to the applicable exercise price, such
fair market value to be determined in such appropriate manner as may be
provided by the Committee or as may be required in order to comply with
or to conform to requirements of any applicable laws or regulations, or
(B) a combination of cash and such Shares.
(c) If a Participant to whom an Option or Right was granted
shall cease to maintain Continuous Service for any reason (other than
death or total or partial disability), such Participant may, but only
within the period of three months immediately succeeding such cessation
of Continuous Service and in no event after the expiration date of such
Option or Right, exercise such Option or Right to the extent that such
Participant was entitled to exercise such Option or Right at the date of
such cessation, provided, however, that such right of exercise after
cessation of Continuous Service shall not be available to a Participant
if the Committee otherwise determines and so provides in the applicable
instrument or instruments evidencing the grant of such Option or Right.
If a Participant to whom an Option or Right was granted shall cease to
maintain Continuous Service by reason of death, or total or partial
disability, then, unless the Committee shall have otherwise provided in
the instrument evidencing the grant of an Option or Stock Appreciation
Right, all Options and Rights granted and not fully exercisable shall
become exercisable in full upon the happening of such event and shall
remain so exercisable (i) in the event of death for the period described
in paragraph (d) of this Section 7 and (ii) in the event of total or
partial disability for a period of three months following such date.
(d) In the event of the death of a Participant while in the
Continuous Service of the Corporation or an Affiliate or within the
three month period referred to in paragraph (c) of this Section 7, the
person to whom any Option or Right held by the Participant at the time
of his death is transferred by will or the laws of descent and
distribution, or in the case of an Award other than an Incentive Stock
Option, pursuant to a qualified domestic relations order, as defined in
the Code or Title 1 of ERISA or the rules thereunder may, but only to
the extent such Participant was entitled to exercise such Option or
Right as set forth in paragraph (c) of this Section 7, exercise such
Option or Right at any time within a period of one year succeeding the
date of death of such Participant, but in no event later than ten years
from the date of grant of such Option or Right. Following the death of
any Participant to whom an Option was granted under the Plan,
irrespective of whether any Related Right shall have been granted to the
Participant or whether the person entitled to exercise such Related
Right desires to do so, the Committee may, as an alternative means of
settlement of such Option, elect to pay to the person to whom such
Option is transferred by will or by the laws of descent and
distribution, or in the case of an Option other than an Incentive Stock
Option, pursuant to a qualified domestic relations order, as defined in
the Code or Title I of ERISA or the rules thereunder, the amount by
which the Market Value per Share on the date of exercise of such Option
shall exceed the Exercise Price of such Option, multiplied by the number
of Shares with respect to which such Option is properly exercised. Any
such settlement of an Option shall be considered an exercise of such
Option for all purposes of the Plan.
8. Incentive Stock Options. Incentive Stock Options may be
granted only to Participants who are Employees. Any provision of the
Plan to the contrary notwithstanding, (i) no Incentive Stock Option
shall be granted more than ten years from the date the Plan is adopted
by the Board of Directors of the Corporation and no Incentive Stock
Option shall be exercisable more than ten years from the date such
Incentive Stock Option is granted, (ii) the Exercise Price of any
Incentive Stock Option shall not be less than the Market Value per Share
on the date such Incentive Stock Option is granted, (iii) any Incentive
Stock Option shall not be transferable by the Participant to whom such
Incentive Stock Option is granted other than by will or the laws of
descent and distribution, and shall be exercisable during such
Participant's lifetime only by such Participant, (iv) no Incentive Stock
Option shall be granted to any individual who, at the time such
Incentive Stock Option is granted, owns stock possessing more than ten
percent of the total combined voting power of all classes of stock of
the Corporation or any Affiliate unless the Exercise Price of such
Incentive Stock Option is at least 110 percent of the Market Value per
Share at the date of grant and such Incentive Stock Option is not
exercisable after the expiration of five years from the date such
Incentive Stock Option is granted, and (v) the aggregate Market Value
(determined as of the time any Incentive Stock Option is granted) of the
Shares with respect to which Incentive Stock Options are exercisable for
the first time by a Participant in any calendar year shall not exceed
$100,000.
9. Stock Appreciation Rights. A Stock Appreciation Right shall,
upon its exercise, entitle the Participant to whom such Stock
Appreciation Right was granted to receive a number of Shares or cash or
combination thereof, as the Committee in its discretion shall determine,
the aggregate value of which (i.e., the sum of the amount of cash and/or
Market Value of such Shares on date of exercise) shall equal (as nearly
as possible, it being understood that the Corporation shall not issue
any fractional shares) the amount by which the Market Value per Share on
the date of such exercise shall exceed the Exercise Price of such Stock
Appreciation Right, multiplied by the number of Shares with respect of
which such Stock Appreciation Right shall have been exercised. A Stock
Appreciation Right may be Related to an Option or may be granted
independently of any Option as the Committee shall from time to time in
each case determine. At the time of grant of an Option the Committee
shall determine whether and to what extent a Related Stock Appreciation
Right shall be granted with respect thereto; provided, however, and
notwithstanding any other provision of the Plan, that if the Related
Option is an Incentive Stock Option, the Related Stock Appreciation
Right shall satisfy all the restrictions and limitations of Section 8
hereof as if such Related Stock Appreciation Right were an Incentive
Stock Option and as if other rights which are Related to Incentive Stock
Options were Incentive Stock Options. In the case of a Related Option,
such Related Option shall cease to be exercisable to the extent of the
Shares with respect to which the Related Stock Appreciation Right was
exercised. Upon the exercise or termination of a Related Option, any
Related Stock Appreciation Right shall terminate to the extent of the
Shares with respect to which the Related Option was exercised or
terminated. Notwithstanding the foregoing, no Stock Appreciation Right
shall be exercisable by a director, Senior Officer or Ten Percent
Beneficial Owner of the Corporation within six months of the date of its
grant.
10. Limited Stock Appreciation Rights. At the time of grant of an
Option or Stock Appreciation Right to any Participant, the Committee
shall have full and complete authority and discretion to also grant to
such Participant a Limited Stock Appreciation Right which is Related to
such Option or Stock Appreciation Right; provided, however and
notwithstanding any other provision of the Plan, that if the Related
Option is an Incentive Stock Option, the Related Limited Stock
Appreciation Right shall satisfy all the restrictions and limitations of
Section 8 hereof as if such Related Limited Stock Appreciation Right
were an Incentive Stock Option and as if all other Rights which are
Related to Incentive Stock Options were Incentive Stock Options. Not-
withstanding any other provision of the Plan, a Limited Stock Ap-
preciation Right shall be exercisable only during the period beginning
on the first day following the date of expiration of any "offer" (as
such term is hereinafter defined) and ending on the forty-fifth day
following such date, provided, however, that no Limited Stock
Appreciation Right shall be exercisable by a director, Senior Officer or
Ten Percent Beneficial Owner within six months of the date of its grant.
A Limited Stock Appreciation Right shall, upon its exercise,
entitle the Participant to whom such Limited Stock Appreciation Right
was granted to receive an amount of cash equal to the amount by which
the "Offer Price per Share" (as such term is hereinafter defined) or the
Market Value on the date of such exercise, as shall have been provided
by the Committee in its discretion at the time of grant, shall exceed
the Exercise Price of such Limited Stock Appreciation Right, multiplied
by the number of Shares with respect to which such Limited Stock
Appreciation Right shall have been exercised. Upon the exercise of a
Limited Stock Appreciation Right, any Related Option and/or Related
Stock Appreciation Right shall cease to be exercisable to the extent of
the Shares with respect to which such Limited Stock Appreciation Right
was exercised. Upon the exercise or termination of a Related Option or
Related Stock Appreciation Right, any Related Limited Stock Appreciation
Right shall terminate to the extent of the Shares with respect to which
such Related Option or Related Stock Appreciation Right was exercised or
terminated.
For the purposes of this Section 10, the term "Offer" shall mean
any tender offer or exchange offer for Shares other than one made by the
Corporation, provided that the corporation, person or other entity
making the offer acquires pursuant to such offer either (i) 25% of the
Shares outstanding immediately prior to the commencement of such offer
or (ii) a number of Shares which, together with all other Shares
acquired in any tender offer or exchange offer (other than one made by
the Corporation) which expired within sixty days of the expiration date
of the offer in question, equals 25% of the Shares outstanding
immediately prior to the commencement of the offer in question. The
term "Offer Price per Share" as used in this Section 10 shall mean the
highest price per Share paid in any Offer which Offer is in effect any
time during the period beginning on the sixtieth day prior to the date
on which a Limited Stock Appreciation Right is exercised and ending on
the date on which such Limited Stock Appreciation Right is exercised.
Any securities or property which are part or all of the consideration
paid for Shares in the Offer shall be valued in determining the Offer
Price per Share at the higher of (A) the valuation placed on such
securities or property by the corporation, person or other entity making
such Offer or (B) the valuation placed on such securities or property by
the Committee.
11. Terms and Conditions of Restricted Stock. The Committee shall
have full and complete authority, subject to the limitations of the
Plan, to grant awards of Restricted Stock and, in addition to the terms
and conditions contained in paragraphs (a) through (f) of this Section
11, to provide such other terms and conditions (which need not be
identical among Participants) in respect of such Awards, and the vesting
thereof, as the Committee shall determine and provide in the agreement
referred to in paragraph (d) of this Section 11.
(a) At the time of an award of Restricted Stock, the
Committee shall establish for each Participant a Restricted Period of
not less than six months during which or at the expiration of which, as
the Committee shall determine and provide in the agreement referred to
in paragraph (d) of this Section 11, the Shares awarded as Restricted
Stock shall vest. Subject to any such other terms and conditions as the
Committee shall provide, shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered by the
Participant, except as hereinafter provided, during the Restricted
Period. Except for such restrictions, and subject to paragraphs (c),
(d) and (e) of this Section 11 and Section 12 hereof, the Participant as
owner of such shares shall have all the rights of a stockholder,
including but not limited to the right to receive all dividends paid on
such vested shares and the right to vote such vested shares. The
Committee shall have the authority, in its discretion, to accelerate the
time at which any or all of the restrictions shall lapse with respect to
any shares of Restricted Stock prior to the expiration of the Restricted
Period with respect thereto, or to remove any or all of such restric-
tions, whenever it may determine that such action is appropriate by
reason of changes in applicable tax or other laws or other changes in
circumstances occurring after the commencement of such Restricted
Period.
(b) Except as provided in Section 14 hereof, if a Participant
ceases to maintain Continuous Service for any reason (other than death
or total or partial disability) unless the Committee shall otherwise
determine, all shares of Restricted Stock awarded to such Participant
and which at the time of such termination of Continuous Service are
subject to the restrictions imposed by paragraph (a) of this Section 11
shall upon such termination of Continuous Service be forfeited and
returned to the Corporation. Unless the Committee shall have provided
in the agreement referred to in paragraph (d) of this Section 11 for a
ratable lapse of restrictions with respect to an award of shares of
Restricted Stock during the Restricted Period, if a Participant ceases
to maintain Continuous Service by reason of death or total or partial
disability, such portion of such shares of Restricted Stock awarded to
such Participant which at the time of such termination of Continuous
Service are subject to the restrictions imposed by paragraph (a) of this
Section 11 as shall be equal to the portion of the Restricted Period
with respect to such shares which shall have elapsed at the time of such
termination of Continuous Service shall be free of restrictions and
shall not be forfeited.
(c) Each certificate in respect of shares of Restricted Stock
awarded under the Plan shall be registered in the name of the
Participant and deposited by the Participant, together with a stock
power endorsed in blank, with the Corporation and shall bear the
following (or a similar) legend:
The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and conditions
(including forfeiture) contained in the 1995 Stock Option and
Incentive Plan of St. Landry Financial Corporation and an Agreement
entered into between the registered owner and St. Landry Financial
Corporation. Copies of such Plan and Agreement are on file in the
offices of the Secretary of St. Landry Financial Corporation, 459
East Landry Street, Opelousas, Louisiana 70571.
(d) At the time of an award of shares of Restricted Stock,
the Participant shall enter into an Agreement with the Corporation in a
form specified by the Committee, agreeing to the terms and conditions of
the award and such other matters as the Committee shall in its sole
discretion determine.
(e) At the time of an award of shares of Restricted Stock,
the Committee may, in its discretion, determine that the payment to the
Participant of dividends declared or paid on such shares, or specified
portion thereof, by the Corporation shall be deferred until the earlier
to occur of (i) the lapsing of the restrictions imposed under paragraph
(a) of this Section 11 or (ii) the forfeiture of such shares under
paragraph (b) of this Section 11, and shall be held by the Corporation
for the account of the Participant until such time. In the event of
such deferral, there shall be credited at the end of each year (or
portion thereof) interest on the amount of the account at the beginning
of the year at a rate per annum as the Committee, in its discretion, may
determine. Payment of deferred dividends, together with interest
accrued thereon as aforesaid, shall be made upon the earlier to occur of
the events specified in (i) and (ii) of the immediately preceding
sentence.
(f) At the expiration or lapse of the restrictions imposed by
paragraph (a) of this Section 11, the Corporation shall redeliver to the
Participant (or where the relevant provision of paragraph (b) of this
Section 11 applies in the case of a deceased Participant, to his legal
representative, beneficiary or heir) the certificate(s) and stock power
deposited with it pursuant to paragraph (c) of this Section 11 and the
Shares represented by such certificate(s) shall be free of the
restrictions referred to in paragraph (a) of this Section 11.
12. Adjustments Upon Changes in Capitalization. In the event of
any change in the outstanding Shares subsequent to the effective date of
the Plan by reason of any reorganization, recapitalization, stock split,
stock dividend, combination or exchange of shares, merger, consolidation
or any change in the corporate structure or Shares of the Corporation,
the maximum aggregate number and class of shares as to which Awards may
be granted under the Plan and the number and class of shares with
respect to which Awards have been granted under the Plan shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of stock or other securities received, as a
result of any of the foregoing, by a Participant with respect to
Restricted Stock shall be subject to the same restrictions and the
certificate(s) or other instruments representing or evidencing such
shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 11 hereof.
13. Effect of Merger. In the event of any merger, consolidation
or combination of the Corporation (other than a merger, consolidation or
combination in which the Corporation is the continuing entity and which
does not result in the outstanding Shares being converted into or
exchanged for different securities, cash or other property, or any
combination thereof) pursuant to a plan or agreement the terms of which
are binding upon all stockholders of the Corporation (except to the
extent that dissenting stockholders may be entitled, under statutory
provisions or provisions contained in the certificate of incorporation,
to receive the appraised or fair value of their holdings), any
Participant to whom an Option or Right has been granted at least 6
months prior to such event shall have the right (subject to the pro-
visions of the Plan and any limitation applicable to such Option or
Right), thereafter and during the term of each such Option or Right, to
receive upon exercise of any such Option or Right an amount equal to the
excess of the fair market value on the date of such exercise of the
securities, cash or other property, or combination thereof, receivable
upon such merger, consolidation or combination in respect of a Share
over the Exercise Price of such Right or Option, multiplied by the
number of Shares with respect to which such Option or Right shall have
been exercised. Such amount may be payable fully in cash, fully in one
or more of the kind or kinds of property payable in such merger,
consolidation or combination, or partly in cash and partly in one or
more of such kind or kinds of property, all in the discretion of the
Committee.
14. Assignments and Transfers. No Award nor any right or interest
of a Participant under the Plan in any instrument evidencing any Award
under the Plan may be assigned, encumbered or transferred except, in the
event of the death of a Participant, by will or the laws of descent and
distribution or in the case of Awards other than Incentive Stock Options
pursuant to a qualified domestic relations order, as defined in the Code
or Title I of ERISA or the rules thereunder.
15. Employee Rights Under the Plan. No director, officer or
employee shall have a right to be selected as a Participant nor, having
been so selected, to be selected again as a Participant and no director,
officer, employee or other person shall have any claim or right to be
granted an Award under the Plan or under any other incentive or similar
plan of the Corporation or any Affiliate. Neither the Plan nor any
action taken thereunder shall be construed as giving any employee any
right to be retained in the employ of the Corporation or any Affiliate.
16. Delivery and Registration of Stock. The Corporation's
obligation to deliver Shares with respect to an Award shall, if the
Committee so requests, be conditioned upon the receipt of a
representation as to the investment intention of the Participant to whom
such Shares are to be delivered, in such form as the Committee shall
determine to be necessary or advisable to comply with the provisions of
the Securities Act of 1933 or any other Federal, state or local
securities legislation or regulation. It may be provided that any
representation requirement shall become inoperative upon a registration
of the Shares or other action eliminating the necessity of such
representation under such Securities Act or other securities
legislation. The Corporation shall not be required to deliver any
Shares under the Plan prior to (i) the admission of such shares to
listing on any stock exchange on which Shares may then be listed, and
(ii) the completion of such registration or other qualification of such
Shares under any state or Federal law, rule or regulation, as the Com-
mittee shall determine to be necessary or advisable.
This Plan is intended to comply with Rule 16b-3 under the
Securities Exchange Act of 1934. Any provision of the Plan which is
inconsistent with said Rule shall, to the extent of such inconsistency,
be inoperative and shall not affect the validity of the remaining
provisions of the Plan.
17. Withholding Tax. Upon the termination of the Restricted
Period with respect to any shares of Restricted Stock (or at any such
earlier time, if any, that an election is made by the Participant under
Section 83(b) of the Code, or any successor provision thereto, to
include the value of such shares in taxable income), the Corporation
shall retain a sufficient number of shares held by it to cover the
amount required to be withheld. The Corporation shall have the right to
deduct from all dividends paid with respect to shares of Restricted
Stock the amount of any taxes which the Corporation is required to
withhold with respect to such dividend payments.
The Corporation shall have the right to deduct from all amounts
paid in cash with respect to the exercise of a Right under the Plan any
taxes required by law to be withheld with respect to such cash payments.
Where a Participant or other person is entitled to receive Shares
pursuant to the exercise of an Option or Right pursuant to the Plan, the
Corporation shall have the right to require the Participant or such
other person to pay the Corporation the amount of any taxes which the
Corporation is required to withhold with respect to such Shares, and
may, in its sole discretion, withhold sufficient Shares to cover the
amount of taxes which the Corporation is required to withhold.
18. Amendment or Termination. The Board of Directors of the
Corporation may amend, suspend or terminate the Plan or any portion
thereof at any time, but (except as provided in Section 12 hereof) no
amendment shall be made without approval of the stockholders of the
Corporation which shall (i) materially increase the aggregate number of
Shares with respect to which Awards may be made under the Plan, (ii)
materially increase the aggregate number of Shares which may be subject
to Awards to Participants who are not Employees or (iii) change the
class of persons eligible to participate in the Plan; provided, however,
that no such amendment, suspension or termination shall impair the
rights of any Participant, without his consent, in any Award made
pursuant to the Plan.
19. Effective Date and Term of Plan. The Plan shall become
effective upon its approval by the stockholders of the Corporation. It
shall continue in effect for a term of ten years unless sooner
terminated under Section 19 hereof.
20. Initial Grant. By, and simultaneously with, the approval of
the Plan by the stockholders of the Corporation, each member of the
Board of Directors of the Corporation at the time of the Association's
conversion to stock form who is not an Employee, is hereby granted a ten
year, Non-Qualified Stock Option to purchase 1,377 shares at an Exercise
Price per share equal to the Market Value on the date of the grant,
which shall be the date of stockholder approval of the Plan. In
addition, each non-employee director of the Corporation elected after
the completion of the Association's conversion to stock form is hereby
granted as of the date he or she is elected and qualified ("election
date") a ten year Non-Qualified Stock Option to Purchase 1,377 shares at
the applicable Market Value on the election date. All options shall vest
ratably over a five year period, the first installment vesting one year
from the date of stockholder approval of the Plan or the director's
election date, as applicable, and each additional installment vesting
ratably over the next four twelve-month periods on the anniversary date
of such approval or election date, as applicable. Each such Option
shall be evidenced by an Option Agreement. All options granted
pursuant to this Section 20 shall be rounded down to the nearest whole
share to the extent necessary to ensure that no options to purchase
stock representing fractional shares are granted.
Notwithstanding anything else in this Plan to the contrary, to
the extent that the Plan provides for formula awards, as defined in Rule
16b-3(c)(2)(ii) under the Securities Exchange Act of 1934, such
provisions may not be amended more than once every six months, other
than to comport with changes in the Code, ERISA or the rules thereunder.
ST. LANDRY FINANCIAL CORPORATION
1995 STOCK OPTION AND INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
---------------------------------
ISO NO. __________
This option was granted on ______________ by St. Landry Financial
Corporation (the "Corporation") to _________ (the "Optionee"), in
accordance with the following terms and conditions:
1. Option Grant and Exercise Period. The Corporation has granted
to the Optionee an Option (the "Option") to purchase, pursuant to the
Plan and this Agreement, an aggregate of _______ shares (the "Option
Shares") of the common stock of the Corporation, par value $.01 per
share ("Common Stock"), at the price of $______ per share (the "Exercise
Price"). A copy of the Plan, as currently in effect, is incorporated by
reference and is attached to this Agreement.
This Option shall be exercisable only during the period (the
"Exercise Period") commencing on ______________ (the "Commencement
Date"), and ending at 5:00 p.m., Opelousas, Louisiana time, on the date
ten years after the Commencement Date, such later time and date being
referred to as the "Expiration Date." This option shall vest and become
exercisable according to the following schedule:
20% on ______________
20% on ______________
20% on ______________
20% on ______________
20% on ______________
During the Exercise Period, only the vested portion of this Option shall
be exercisable in whole at any time or in part from time to time,
subject to the provisions of this Agreement, and further subject to the
condition that the aggregate Market Value (as defined in the Plan and as
determined as of the Grant Date) of the Option Shares with respect to
which Incentive Stock Options (as defined in the Plan) are exercisable
for the first time by the Optionee in any calendar year shall not exceed
One Hundred Thousand Dollars ($100,000.00). To the extent that this
Option does not qualify as an Incentive Stock Option for any reason, it
shall become a Non-Qualified Stock Option under the Plan. In the event
of the death or disability (total or partial) of the Optionee, the
Committee shall, with the consent of the Optionee, accelerate the
vesting of this Option, which may cause a portion of the Option to lose
its status as an Incentive Stock Option.
2. Method of Exercise of this Option. This Option may be
exercised during the Exercise Period by giving written notice to the
Corporation specifying the number of Option Shares to be purchased. The
notice must be in the form prescribed by the committee referred to in
Section 3 of the Plan or its successor (the "Committee") and directed to
the address set forth in Section 12 below. The date of exercise is the
date on which such notice is received by the Corporation. Such notice
must be accompanied by payment in full of the Exercise Price for the
Option Shares to be purchased upon such exercise. Payment shall be made
either (i) in cash, which may be in the form of a check, bank draft, or
money order payable to the Corporation, or (ii) if the Committee shall
have previously approved such form of payment, by delivering shares of
Common Stock already owned by the Optionee having a "Market Value" (as
defined in the Plan as in effect on the date of the grant of this
Option) equal to the applicable exercise price, or (iii) if the
Committee shall have previously approved such form of payment, a
combination of cash and such shares. Promptly after such payment,
subject to Section 3 below, the Corporation shall issue and deliver to
the Optionee or other person exercising this Option a certificate or
certificates representing the shares of Common Stock so purchased,
registered in the name of the Optionee (or such other person), or, upon
request, in the name of the Optionee (or such other person) and in the
name of another jointly with right of survivorship.
3. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder
shall, if the Committee so requests, be conditioned upon the receipt of
a representation as to the investment intention of the Optionee or any
other person to whom such shares are to be delivered, in such form as
the Committee shall determine to be necessary or advisable to comply
with the provisions of the Securities Act of 1933, as amended, or any
other federal, state or local securities law or regulation. In
requesting any such representation, it may be provided that such
representation requirement shall become inoperative upon a registration
of such shares or other action eliminating the necessity of such
representation under such Securities Act or other securities law or
regulation. The Corporation shall not be required to deliver any shares
upon exercise of this Option prior to (i) the admission of such shares
to listing on any stock exchange or system on which the shares of Common
Stock may then be listed, and (ii) the completion of such registration
or other qualification of such shares under any state or federal law,
rule or regulation, as the Committee shall determine to be necessary or
advisable.
4. Non-transferability of this Option. This Option may not be
assigned, encumbered, or transferred except, in the event of the death
of the Optionee, by will or the laws of descent and distribution to the
extent provided in Section 5 below. Except as provided herein, this
Option is exercisable during the Optionee's lifetime only by the
Optionee. The provisions of this Option shall be binding upon, inure to
the benefit of and be enforceable by the parties hereto, the successors
and assigns of the Corporation and any person to whom this Option is
transferred by will or by the laws of descent and distribution.
5. Termination of Service or Death of the Optionee. Except as
provided in the second or third paragraphs of this Section 5 and
notwithstanding any other provision of this Option to the contrary, this
Option shall not be exercisable unless the Optionee, at the time he
exercises this Option, has maintained "Continuous Service" (as defined
in the Plan as in effect on the date of the grant of this Option) since
the date of the grant of this Option.
If the Optionee shall cease to maintain Continuous Service for any
reason (excluding death and termination of employment by the Corporation
or any Affiliate for cause), the Optionee may, but only within the
period of three months immediately succeeding such cessation of
Continuous Service and in no event after the Expiration Date, exercise
this Option to the extent the Optionee was entitled to exercise this
Option at the date of cessation. If the Optionee shall cease to
maintain Continuous Service by reason of death, or total or partial
disability then, this Option shall become fully exercisable upon the
happening of such event and shall remain so exercisable in the event of
death for a period of one year and in the event of total or partial
disability for a period of three months following such date. If the
Optionee is terminated for cause, all rights under this Option shall
expire immediately upon the giving to the Optionee of notice of such
termination.
In the event of the death of the Optionee while in Continuous
Service of the Corporation or an Affiliate (as defined in the Plan) or
within the three months referred to in the immediately preceding
paragraph, the person to whom the Option has been transferred by will or
by the laws of descent and distribution may, but only to the extent the
Optionee was entitled to exercise this Option immediately prior to his
death, exercise this Option at any time within one year following the
death of the Optionee, but in no event later than ten years from the
date of the grant of this Option. Following the death of the Optionee,
the Committee may, as an alternative means of settlement of this Option,
elect to pay to the person to whom this Option is transferred by will or
by the laws of descent and distribution the amount by which the Market
Value (as defined in the Plan) per share of Common Stock on the date of
exercise of this Option shall exceed the Exercise Price per Option
Share, multiplied by the number of Option Shares with respect to which
this Option is properly exercised. Any such settlement of this Option
shall be considered an exercise of this Option for all purposes of this
Option and of the Plan.
6. Notice of Sale. The Optionee or any person to whom the Option
or the Option Shares shall have been transferred by will or by the laws
of descent and distribution promptly shall give notice to the
Corporation in the event of the sale or other disposition of Option
Shares within the later of (i) two years from the date of grant of this
Option or (ii) one year from the date of exercise of this Option. Such
notice shall specify the number of Option Shares sold or otherwise
disposed of and be directed to the address set forth in Section 11
below.
7. Adjustments for Changes in Capitalization of the Corporation.
In the event of any change in the outstanding shares of Common Stock by
reason of any reorganization, recapitalization, stock split, stock
dividend, combination or exchange of shares, merger, consolidation, or
any change in the corporate structure of the Corporation or in the
shares of Common Stock, the number and class of shares covered by this
Option and the Exercise Price shall be appropriately adjusted by the
Committee, whose determination shall be conclusive.
8. Effect of Merger. In the event of any merger, consolidation or
combination of the Corporation (other than a merger, consolidation, or
combination in which the Corporation is the continuing entity and which
does not result in the outstanding shares of Common Stock being
converted into or exchanged for different securities, cash or other
property, or any combination thereof), pursuant to a plan or agreement
the terms of which are binding upon all stockholders of the Corporation
(except to the extent that dissenting stockholders may be entitled,
under statutory provisions or provisions contained in the certificate of
incorporation, to receive the appraised or fair value of their
holdings), the Optionee shall, provided the Option has been granted at
least six months prior to such event, have the right (subject to the
provisions of the Plan and the limitations contained herein), thereafter
and during the Exercise Period, to receive upon exercise of this Option
an amount equal to the excess of the fair market value on the date of
such exercise of the securities, cash or other property, or combination
thereof, receivable upon such merger, consolidation or combination in
respect of a share of Common Stock over the Exercise Price, multiplied
by the number of Option Shares with respect to which this Option shall
have been exercised. Such amount may be payable fully in cash, fully in
one or more of the kind or kinds of property payable in such merger,
consolidation or combination, or partly in cash and partly in one or
more of such kind or kinds of property, all in the discretion of the
Committee.
9. Stockholder Rights not Granted by this Option. The Optionee is
not entitled by virtue hereof to any rights of a stockholder of the
Corporation or to notice of meetings of stockholders or to notice of any
other proceedings of the Corporation.
10. Withholding Tax. Upon exercise of this Option, the
Corporation shall have the right to require the Optionee or such other
person as is entitled to exercise this Option, to pay to the Corporation
the amount of any taxes which the Corporation or any of its Affiliates
is required to withhold with respect to such Option Shares, or, in lieu
thereof, to retain, or sell without notice, a sufficient number of such
shares to cover the amount required to be withheld or in lieu of any of
the foregoing, to withhold a sufficient sum from the Optionee's
compensation payable by the Corporation to satisfy the Corporation's tax
withholding requirements. The Corporation's method of satisfying its
withholding obligations shall be solely in the discretion of the
Corporation, subject to applicable federal, state and local law.
11. Notices. All notices hereunder to the Corporation shall be
delivered or mailed to it addressed to the Secretary of St. Landry
Financial Corporation, 459 East Landry Street, Opelousas, Louisiana
70570. Any notices hereunder to the Optionee shall be delivered
personally or mailed to the Optionee's address noted below. Such
addresses for the service of notices may be changed at any time provided
written notice of the change is furnished in advance to the Corporation
or to the Optionee, as the case may be.
12. Plan and Plan Interpretations as Controlling. This Option and
the terms and conditions herein set forth are subject in all respects to
the terms and conditions of the Plan, which are controlling. All
determinations and interpretations of the Committee shall be binding and
conclusive upon the Optionee or his legal representatives with regard to
any question arising under this Agreement or under the Plan.
13. Optionee Service. Nothing in this Option shall limit the
right of the Corporation or any of its Affiliates to terminate the
Optionee's service as a director, officer or employee, or otherwise
impose upon the Corporation or any of its Affiliates any obligation to
employ or accept the services of the Optionee.
14. Optionee Acceptance. The Optionee shall signify his
acceptance of the terms and conditions of this Option by signing in the
space provided below and returning a signed copy of this Agreement to
the Corporation at the address set forth in Section 11 above. In
signing this Agreement, the Grantee acknowledges that shares acquired
pursuant to the exercise of this Option may not be sold or otherwise
transferred by the Grantee for at least six months from the date
stockholder approval of the Plan is received, without creating an
obligation under Section 16 of the Securities Exchange Act of 1934 to
pay to the Corporation the profit on any such transaction.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first above written.
ST. LANDRY FINANCIAL CORPORATION
By: _________________________________
ACCEPTED:
___________________________________
___________________________________
(Street Address)
___________________________________
(City, State and Zip Code)
ST. LANDRY FINANCIAL CORPORATION
1995 STOCK OPTION AND INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
------------------------------------
NQSO NO. __________
This option is granted on ______________ by St. Landry Financial
Corporation (the "Corporation") to ________ the "Optionee"), in
accordance with the following terms and conditions:
1. Option Grant and Exercise Period. The Corporation has granted
to the Optionee an Option (the "Option") to purchase, pursuant to the
Plan and this Agreement, an aggregate of _________ shares (the "Option
Shares") of the Common Stock, par value $.01 per share ("Common Stock"),
of the Corporation at the price of $______ per share (the "Exercise
Price"). A copy of the Plan, as currently in effect, is incorporated
herein by reference and is attached to this Agreement.
This Option shall be exercisable only during the period (the
"Exercise Period") commencing from ________________ (the "Commencement
Date") and ending at 5:00 p.m., Opelousas, Louisiana time, on the date
ten years after the Commencement Date, such later time and date being
hereinafter referred to as the "Expiration Date." This option shall
vest and become exercisable according to the following schedule:
20% on ________________
20% on ________________
20% on ________________
20% on ________________
20% on ________________
During the Exercise Period, only the vested portion of this Option shall
be exercisable in whole at any time or in part from time to time,
subject to the provisions of this Agreement. In the event of the death
or disability (total or partial) of the Optionee, the Committee shall,
with the consent of the Optionee, accelerate the vesting of this Option.
2. Method of Exercise of this Option. This Option may be
exercised during the Exercise Period by giving written notice to the
Corporation specifying the number of Option Shares to be purchased. The
notice must be in the form prescribed by the committee referred to in
Section 3 of the Plan or its successor (the "Committee") and directed to
the address set forth in Section 11 below. The date of exercise is the
date on which such notice is received by the Corporation. Such notice
must be accompanied by payment in full for the Option Shares to be
purchased upon such exercise. Payment shall be made either (i) in cash,
which may be in the form of a check, bank draft, or money order payable
to the Corporation, or (ii) if the Committee shall have previously
approved such form of payment, by delivering shares of Common Stock
already owned by the Optionee having a "Market Value" (as defined in the
Plan as in effect on the date of the grant of this Option) equal to the
applicable exercise price, or (iii) if the Committee shall have
previously approved such form of payment, a combination of cash and such
shares. Promptly after such payment, subject to Section 3 below, the
Corporation shall issue and deliver to the Optionee or other person
exercising this Option a certificate or certificates representing the
shares of Common Stock so purchased, registered in the name of the
Optionee (or such other person), or, upon request, in the name of the
Optionee (or such other person) and in the name of another jointly with
right of survivorship.
3. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder
shall, if the Committee so requests, be conditioned upon the receipt of
a representation as to the investment intention of the Optionee or any
other person to whom such shares are to be delivered, in such form as
the Committee shall determine to be necessary or advisable to comply
with the provisions of the Securities Act of 1933, as amended, or any
other federal, state or local securities law or regulation. In
requesting any such representation, it may be provided that such
representation requirement shall become inoperative upon a registration
of such shares or other action eliminating the necessity of such
representation under such Securities Act or other securities law or
regulation. The Corporation shall not be required to deliver any shares
upon exercise of this Option prior to (i) the admission of such shares
to listing on any stock exchange or system on which the shares of Common
Stock may then be listed, and (ii) the completion of such registration
or other qualification of such shares under any state or federal law,
rule or regulation, as the Committee shall determine to be necessary or
advisable.
4. Non-Transferability of this Option. This Option may not be
assigned, encumbered, or transferred except, in the event of the death
of the Optionee, by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order, as described in the
Plan, to the extent provided in Section 5 below. Except as provided
herein, this Option is exercisable during the Optionee's lifetime only
by the Optionee. The provisions of this Option shall be binding upon,
inure to the benefit of and be enforceable by the parties hereto, the
successors and assigns of the Corporation and any person to whom this
Option is transferred by will or by the laws of descent and distribution
or pursuant to a qualified domestic relations order, as described in the
Plan.
5. Termination of Service or Death of the Optionee. Except as
provided in the second or third paragraphs of this Section 5 and
notwithstanding any other provision of this Option to the contrary, this
Option shall not be exercisable unless the Optionee, at the time he
exercises this Option, has maintained "Continuous Service" (as defined
in the Plan as in effect on the date of the grant of this Option) since
the date of the grant of this Option.
If the Optionee shall cease to maintain Continuous Service for any
reason (excluding death and termination of employment by the Corporation
or any Affiliate for cause), the Optionee may, but only within the
period of three months immediately succeeding such cessation of
Continuous Service and in no event after the Expiration Date, exercise
this Option to the extent the Optionee was entitled to exercise this
Option at the date of cessation. If the Optionee shall cease to
maintain Continuous Service by reason of death, or total or partial
disability then, this Option shall become fully exercisable upon the
happening of such event and shall remain so exercisable in the event of
death for a period of one year and in the event of total or partial
disability for a period of three months following such date. If the
Optionee is terminated for cause, all rights under this Option shall
expire immediately upon the giving to the Optionee of notice of such
termination.
In the event of the death of the Optionee while in Continuous
Service of the Corporation or an Affiliate (as defined in the Plan) or
within the three month period referred to in the immediately preceding
paragraph, the person to whom the Option has been transferred by will or
by the laws of descent and distribution, or pursuant to a qualified
domestic relations order, as described in the Plan, may, but only to
the extent the Optionee was entitled to exercise this Option immediately
prior to his death, exercise this Option at any time within one year
following the death of the Optionee, but in no event later than ten
years from the date of the grant of this Option. Following the death of
the Optionee, the Committee may, as an alternative means of settlement
of this Option, elect to pay to the person to whom this Option is
transferred by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order, as described in the
Plan, the amount by which the Market Value (as defined in the Plan) per
share of Common Stock on the date of exercise of this Option shall
exceed the Exercise Price per Option Share, multiplied by the number of
Option Shares with respect to which this Option is properly exercised.
Any such settlement of this Option shall be considered an exercise of
this Option for all purposes of this Option and of the Plan.
6. Adjustments for Changes in Capitalization of the Corporation.
In the event of any change in the outstanding shares of Common Stock by
reason of any reorganization, recapitalization, stock split, stock
dividend, combination or exchange of shares, merger, consolidation, or
any change in the corporate structure of the Corporation or in the
shares of Common Stock, the number and class of shares covered by this
Option and the Exercise Price shall be appropriately adjusted by the
Committee, whose determination shall be conclusive.
7. Effect of Merger. In the event of any merger, consolidation or
combination of the Corporation (other than a merger, consolidation, or
combination in which the Corporation is the continuing entity and which
does not result in the outstanding shares of Common Stock being
converted into or exchanged for different securities, cash or other
property, or any combination thereof), pursuant to a plan or agreement
the terms of which are binding upon all stockholders of the Corporation
(except to the extent that dissenting stockholders may be entitled,
under statutory provisions or provisions contained in the certificate of
incorporation, to receive the appraised or fair value of their
holdings), the Optionee shall, provided the Option has been granted at
least six months prior to such event, have the right (subject to the
provisions of the Plan and the limitations contained herein), thereafter
and during the Exercise Period, to receive upon exercise of this Option
an amount equal to the excess of the fair market value on the date of
such exercise of the securities, cash or other property, or combination
thereof, receivable upon such merger, consolidation or combination in
respect of a share of Common Stock over the Exercise Price, multiplied
by the number of Option Shares with respect to which this Option shall
have been exercised. Such amount may be payable fully in cash, fully in
one or more of the kind or kinds of property payable in such merger,
consolidation or combination, or partly in cash and partly in one or
more of such kind or kinds of property, all in the discretion of the
Committee.
8. Stockholder Rights not Granted by this Option. The Optionee is
not entitled by virtue hereof to any rights of a stockholder of the
Corporation or to notice of meetings of stockholders or to notice of any
other proceedings of the Corporation.
9. Withholding Tax. Upon exercise of this Option, the Corporation
shall have the right to require the Optionee or such other person as is
entitled to exercise this Option to pay to the Corporation the amount of
any taxes which the Corporation or any of its Affiliates is required to
withhold with respect to such Option Shares, or, in lieu thereof, to
retain, or sell without notice, a sufficient number of such shares to
cover the amount required to be withheld or in lieu of any of the
foregoing, to withhold a sufficient sum from the Optionee's compensation
payable by the Corporation to satisfy the Corporation's tax withholding
requirements. The Corporation's method of satisfying its withholding
obligations shall be solely in the discretion of the Corporation,
subject to applicable federal, state and local law.
10. Notices. All notices hereunder to the Corporation shall be
delivered or mailed to it addressed to the Secretary of St. Landry
Financial Corporation, 459 East Landry Street, Opelousas, Louisiana
70570. Any notices hereunder to the Optionee shall be delivered
personally or mailed to the Optionee's address noted below. Such
addresses for the service of notices may be changed at any time provided
written notice of the change is furnished in advance to the Corporation
or the Optionee, as the case may be.
11. Plan and Plan Interpretations as Controlling. This Option and
the terms and conditions herein set forth are subject in all respects to
the terms and conditions of the Plan, which are controlling. All
determinations and interpretations of the Committee shall be binding and
conclusive upon the Optionee or his legal representatives with regard to
any question arising hereunder or under the Plan.
12. Optionee Service. Nothing in this Option shall limit the
rights of the Corporation or any of its Affiliates to terminate the
Optionee's service as a director or otherwise impose upon the
Corporation or any of its Affiliates any obligation to employ or accept
the services of the Optionee.
13. Optionee Acceptance. The Optionee shall signify his
acceptance of the terms and conditions of this Option by signing in the
space provided below and returning a signed copy hereof to the
Corporation at the address set forth in Section 10 above. In signing
this Agreement, the Grantee acknowledges that shares acquired pursuant
to the exercise of this Option may not be sold or otherwise transferred
by the Grantee for at least six months from the date stockholder
approval of the Plan is received, without creating an obligation under
Section 16 of the Securities Exchange Act of 1934 to pay to the
Corporation the profit on any such transaction.
IN WITNESS WHEREOF, the parties hereto have caused this OPTION
AGREEMENT to be executed as of the date first above written.
ST. LANDRY FINANCIAL CORPORATION
By: (s)
ACCEPTED:
________________________________
________________________________
(Street Address)
________________________________
(City, State and Zip Code)