ST. LANDRY FINANCIAL CORPORATION
RECOGNITION AND RETENTION 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.
2. Definitions. The following definitions are applicable to the
Plan:
"Award" - means the grant of Restricted Stock by the
Committee, as provided in 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 its predecessors and successors.
"Code" - means the Internal Revenue Code of 1986, as amended.
"Committee" - means the Committee referred to in Section 6
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 any 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 any Affiliate or
in the case of transfers between payroll locations of the Corporation or
between the Corporation, its subsidiaries or its successor.
"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, as amended; (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.
"ERISA" - means the Employee Retirement Income Security Act of
1974, as amended.
"Participant" - means any director, advisory director, officer
or employee of the Corporation or any Affiliate who is selected by the
Committee to receive an Award.
"Plan" - means the Recognition and Retention Plan of the
Corporation.
"Restricted Period" - means the period of time selected by the
Committee for the purpose of determining when restrictions are in effect
under Section 3 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 3 hereof, so long as such restrictions are in
effect.
"Shares" - means the common stock of the Corporation.
3. 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
3, 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.
(a) At the time of an award of Restricted Stock, the
Committee shall establish for each Participant a Restricted Period,
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 3, the Shares awarded as Restricted Stock shall vest, and
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) and (e) of this Section 3
and Section 4 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 or 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 thereto, or to remove any or all
of such restrictions, 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) 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
theretofore 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 3 shall upon such termination
of Continuous Service be forfeited and returned to the Corporation. If
a Participant ceases to maintain Continuous Service by reason of death
or total or partial disability, Restricted Stock then still subject to
restrictions imposed by paragraph (a) of this Section 3 will be free of
those restrictions in proportion to the portion of the restricted period
which shall have elapsed at the time of such termination of Continuous
Service.
(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 Recognition
and Retention Plan of St. Landry Financial Corporation.
Copies of such Plan 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 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 "Restricted Stock Agreement").
(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
portions 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 3 or (ii) the forfeiture of such shares under
paragraph (b) of this Section 3, 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, 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 of the restrictions imposed by
paragraph (a) of this Section 3, the Corporation shall redeliver to the
Participant (or where the relevant provision of paragraph (b) of this
Section 3 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 3 and the
Shares represented by such certificate(s) shall be free of the
restrictions referred to in paragraph (a) of this Section 3.
4. 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 3 hereof.
5. 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 pursuant to a qualified domestic relations order as
defined in the Code or Title I of ERISA or the rules thereunder.
6. 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.
7. Shares Subject to Plan. Subject to adjustment by the
operation of Section 4 hereof, the maximum number of Shares with respect
to which Awards may be made under the Plan is 4% of the total Shares
issued in the Association's conversion to stock form. The shares with
respect to which Awards may be made under the Plan may be either
authorized and unissued shares, shares acquired pursuant to 12 C.F.R.
Section 563b.3(g)(1)(iii) (or any successor regulation) or issued shares
reacquired and held as treasury shares. An Award shall not be
considered to have been made under the Plan 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 forfeiture has
occurred.
8. 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, the Association
or any Affiliate.
9. 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 in its sole discretion, withhold from any payment or distribution
made under this Plan sufficient Shares or withhold sufficient cash to
cover any applicable withholding and employment taxes. 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. No
discretion or choice shall be conferred upon any Participant with
respect to the form, timing or method of any such tax withholding.
10. Amendment or Termination. The Board of Directors of the
Corporation may amend, suspend or terminate the Plan or any portion
thereof at any time; provided, however, that no such amendment,
suspension or termination shall impair the rights of any Participant,
without his consent, in any Award previously made pursuant to the Plan.
Notwithstanding anything 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, as amended,
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.
11. 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 10
hereof.
12. Initial Grants. By, and simultaneously with, the approval of
this 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 a full-time Employee, is hereby
granted an Award of 550 shares of common stock of the Corporation. Each
such Award shall be evidenced by a Restricted Stock Agreement in a form
approved by the Board of Directors and shall be subject in all respects
to the terms and conditions of this Plan, which are controlling. All
Awards of Restricted Stock granted pursuant to this Section 12 shall be
rounded down to the nearest whole share to the extent necessary to
ensure that no shares of Restricted Stock representing fractional shares
are issued. Except as provided in this Section 12, each of the Awards
granted hereunder shall vest in five equal installments, with the first
installment vesting one year after the date of stockholder approval of
the Plan and each additional installment vesting ratably over the next
four twelve-month periods on the anniversary date of such approval. In
addition, each Director elected subsequent to the Conversion shall be
issued an Award equal to the fair market value of 550 shares of common
stock of the Corporation, subject to availability, the first installment
vesting one year after the commencement of service and each additional
installment vesting ratably over the next four twelve-month periods on
the anniversary date of such director's commencement of service. Awards
which are not vested shall be subject to such Director maintaining
Continuous Service with the Association; provided, however, no Plan
Shares shall be earned in any fiscal year in which the Association fails
to meet all of its fully phased-in capital requirements.
ST. LANDRY FINANCIAL CORPORATION
RECOGNITION AND RETENTION PLAN
RESTRICTED STOCK AGREEMENT
RS No. __________
Shares of Restricted Stock are hereby awarded on ___________, 199_
by St. Landry Financial Corporation (the "Corporation"), to ________
(the "Grantee"), in accordance with the following terms and conditions,
and the conditions contained in the St. Landry Financial Corporation
Recognition and Retention Plan (the "Plan"):
1. Share Award. The Corporation hereby awards the Grantee
________ shares (the "Shares") of Common Stock, par value $.01 per share
("Common Stock"), of the Corporation pursuant to the Plan, as the same
may from time to time be amended, and upon the terms and conditions and
subject to the restrictions therein and hereinafter set forth. A copy
of the Plan as currently in effect is incorporated herein by reference
and is attached hereto.
2. Restrictions on Transfer and Restricted Period. During the
period (the "Restricted Period") commencing on ________, 1996 (the
"Commencement Date") and terminating on _____________, the Shares may
not be sold, assigned, transferred, pledged, or otherwise encumbered by
the Grantee, except as hereinafter provided.
The Shares will vest at a rate of 20% of the initial award per year
of Continuous Service (as defined in the Plan) commencing on January 23,
1997 pursuant to the following schedule:
Amount
of Initial
Date of Vesting Award Vested
--------------- ------------
________________ 20%
________________ 20%
________________ 20%
________________ 20%
________________ 20%
Subject to compliance with the Office of Thrift Supervision
Regulations, the Committee referred to in Section 6 of the Plan or its
successor (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 thereto, or to remove any or all of
such restrictions, whenever the Committee 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 the
Restricted Period.
3. Termination of Service. Except as provided in Section 8 below,
if the Grantee ceases to maintain "Continuous Service" (as defined in
the Plan as in effect on the date of the award of the Shares) for any
reason (other than death, or total or partial disability), all shares
which at the time of such termination of Continuous Service are subject
to the restrictions imposed by Section 2 above shall upon such
termination of Continuous Service be forfeited to the Corporation. If
the Grantee ceases to maintain "Continuous Service" (as defined in the
Plan as in effect on the date of the award of shares) by reason of
death, or total or partial disability, the Shares then still subject to
restrictions imposed by Section 2 will be free of those restrictions in
proportion to the portion of the restricted period which shall have
elapsed at the time of such termination of Continuous Service.
4. Certificates for the Shares. The Corporation shall issue five
certificates in the name of the Grantee, each in respect of 20% of the
Shares, and shall hold such certificates on deposit for the account of
the Grantee until the expiration of the Restricted Period with respect
to the Shares represented thereby. Such certificates shall bear the
following 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 Recognition
and Retention Plan of St. Landry Financial Corporation.
Copies of such Plan are on file in the offices of the
Secretary of St. Landry Financial Corporation, 459 East Landry
Street, Opelousas, Louisiana 70570.
The Grantee further agrees that simultaneously with the execution
of this Agreement, the Grantee shall execute five stock powers in favor
of the Corporation with respect to the Shares and that the Grantee shall
promptly deliver such stock powers to the Corporation.
5. Grantee's Rights. Except as otherwise provided herein, the
Grantee, as owner of the Shares, shall have all rights of a stockholder.
During the Restricted Period, the Grantee shall not himself vote such
Shares as to which the Restricted Period has not yet lapsed or expired
(the "Restricted Shares"). The Grantee hereby appoints a trust officer
of First Bankers Trust Company, N.A., Quincy, Illinois to vote all
Restricted Shares, in his or her sole discretion, at any annual and
special meetings of the stockholders of the Corporation and at any
continuations and adjournments of such meetings, upon any matters coming
before such meetings or adjournments. The Grantee agrees that he shall
from time to time appoint such other person or persons to vote the
Restricted Shares as the Committee in its sole discretion may designate.
The Grantee further agrees that with respect to Restricted Shares, he
shall grant no proxy to vote such shares except pursuant to this Section
5 of this Agreement, nor shall he revoke any proxy granted pursuant to
this Section 5 except with the consent of the Committee.
Dividends, if any, paid on the Restricted Shares shall be held by
the Corporation for the account of the Grantee. All such withheld
dividends shall earn interest at an annual rate determined by the
Committee.
6. Expiration of Restricted Period. Upon the lapse or expiration
of the Restricted Period with respect to a portion of the Shares, the
Corporation shall deliver to the Grantee (or in the case of a deceased
Grantee, to his legal representative) the certificate in respect of such
shares and the related stock power held by the Corporation pursuant to
Section 4 above. The Shares as to which the Restricted Period shall
have lapsed or expired shall be free of the restrictions referred to in
Section 2 above and such certificate shall not bear the legend provided
for in Section 4 above.
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
Agreement shall be appropriately adjusted by the Committee, whose
determination shall be conclusive. Any shares of Common Stock or other
securities received, as a result of the foregoing, by the Grantee with
respect to Shares subject to the restrictions contained in Section 2
above also shall be subject to such restrictions and the certificate or
other instruments representing or evidencing such shares or securities
shall be legended and deposited with the Corporation in the manner
provided in Section 4 above.
8. 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 Grantee 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 legislation or regulation. It
may be provided that any 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 regulation. 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 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.
9. Plan and Plan Interpretations as Controlling. The Shares
hereby awarded 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 Grantee or his legal
representatives with regard to any question arising hereunder or under
the Plan.
10. Grantee Service. Nothing in this Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the
Grantee'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 Grantee.
11. Withholding and Social Security Taxes. Upon the termination
of the Restricted Period with respect to any Shares (or any such earlier
time, if any, that an election is made 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 have the right to withhold
from the Grantee's compensation an amount sufficient to fulfill its or
its Affiliate's obligations for any applicable withholding and
employment taxes. Alternatively, the Corporation may require the
Grantee to pay the Corporation the amount of any taxes which the
Corporation is required to withhold with respect to the Shares, or, in
lieu thereof, to retain or sell without notice a sufficient number of
Shares to cover the amount required to be withheld. The Corporation
shall withhold from any cash dividends paid on the Restricted Stock an
amount sufficient to cover taxes owed as a result of the dividend
payment. 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 laws.
12. Grantee Acceptance. The Grantee shall signify his acceptance
of the terms and conditions of this Agreement by signing in the space
provided below and signing the attached stock powers and returning a
signed copy thereof and of the attached stock powers to the Corporation.
IF A FULLY EXECUTED COPY HEREOF AND THE ATTACHED STOCK POWERS HAVE NOT
BEEN RECEIVED BY THE CORPORATION BY _____________, THE CORPORATION MAY
REVOKE THIS AWARD, AND AVOID ALL OBLIGATIONS UNDER THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this RESTRICTED
STOCK AGREEMENT to be executed as of the date first above written.
ST. LANDRY FINANCIAL CORPORATION
By: ___________________________________
ACCEPTED:
___________________________________
___________________________________
(Street Address)
___________________________________
(City, State & Zip Code)
STOCK POWER
For value received, I hereby sell, assign, and transfer to St.
Landry Financial Corporation (the "Corporation") _______ shares of the
capital stock of the Corporation, standing in my name on the books and
records of the aforesaid Corporation, represented by Certificate No.
_________, and do hereby irrevocably constitute and appoint the
Secretary of the Corporation attorney, with full power of substitution,
to transfer this stock on the books and records of the aforesaid
Corporation.
_______________________________
Dated:
______________________________
In the presence of:
______________________________