REGISTRATION STATEMENT NO. 333-_____
Filed July 30, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JOACHIM BANCORP, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-1721475
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Plaza Square
De Soto, Missouri 63020
(314) 586-8821
(Address of principal executive offices)
1996 Stock Option Plan
1996 Management Recognition and Development Plan
(Full title of the Plan)
Bernard R. Westhoff Copies to:
President and Chief Eric S. Kracov, Esquire
Executive Officer Breyer & Aguggia
Joachim Bancorp, Inc. 1300 I Street, N.W.
Plaza Square Suite 470 East
De Soto, Missouri 63020 Washington, D.C. 20005
(314) 586-8821 (202) 737-7900
Name, address and telephone
number of agent for service
Page 1 of 7 Pages
Index to Exhibits Appears on Page 4.
PAGE
Calculation of Registration Fee
Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
Common Stock,
$.01 par
value 106,461 $12.50(2) $1,330,763 $459
(1) Estimated solely for the purpose of calculating the amount
of the registration fee. Pursuant to Rule 457(c) under the
Securities Act of 1933, as amended (the "Securities Act"),
the price per share is estimated to be $12.50, based upon
the average of the high and low trading prices of the common
stock, $.01 par value per share (the "Common Stock"), of
Joachim Bancorp, Inc. (the "Registrant"), as reported on the
Nasdaq SmallCap Market on July 25, 1996, the last day the
stock traded.
(2) Of this number, 76,044 shares are being registered for
issuance under the 1996 Stock Option Plan and 30,417 shares
are being registered for issuance under the 1996 Management
Recognition and Development Plan (the foregoing plans are
referred to collectively herein as the "Plans"); together
with an indeterminate number of shares reserved for issuance
pursuant to the Plans as a result of any future stock split,
stock dividend or similar adjustment of the outstanding
Common Stock.
This Registration Statement shall become effective
automatically upon the date of filing in accordance with Section
8(a) of the Securities Act of 1933, as amended, and 17 C.F.R.
Section 230.462.
PAGE
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Commission are
incorporated in this Registration Statement by reference:
(1) the Company's Registration Statement on Form S-1
(File No. 33-96790), filed September 11, 1995;
(2) the description of the Common Stock set forth in the
Company's Registration Statement on Form 8-A registering the
Company's Common Stock, pursuant to Section 12(g) of the
Securities Exchange Act of 1934, filed November 6, 1995; and
(3) the Company's Annual Report on Form 10-K for the
year ended March 31, 1996.
All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act, after the date
hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been
sold or which deregisters all securities covered hereby then
remaining unsold, shall also be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof
commencing on the respective dates on which such documents are
filed.
Any statement contained in this Registration Statement, or
in a document incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein, or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
Section 351.355 of the Missouri General and Business
Corporation Law set forth circumstances under which directors,
officers, employees and agents may be insured or indemnified
against liability which they may incur in their capacities.
Article IX of the Registrant's Articles of Incorporation
provides for indemnification of the directors, officers,
employees and agents of the Registrant for expenses actually and
reasonably incurred in connection with the defense or settlement
of any threatened, pending or completed action or suit.
Item 7. Exemption From Registration Claimed
Not Applicable
Item 8. Exhibits
The following exhibits are filed with or incorporated by
reference into this Registration Statement on Form S-8:
No. Exhibit
5 Opinion of Breyer & Aguggia
23.1 Consent of Michael Trokey & Company, P.C.
23.2 Consent of Breyer & Aguggia (see Exhibit 5)
24 Power of attorney (see signature pages)
99.1 1996 Stock Option Plan
99.2 1996 Management Recognition and Development Plan
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act, (ii) to reflect in the
prospectus any facts or events arising after the effective date
of the Registration Statement (or most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the Registration Statement, and (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any
material change in such information in the Registration
Statement; provided, however, that clauses (i) and (ii) do not
apply if the information required to be included in a
post-effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
2. That, for the purposes of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed the initial bona fide
offering thereof.
3. To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
4. That, for the purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and that
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against liabilities (other than
the payment by the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
questions whether such indemnification by it is against public
policy expressed in the Securities Act will and will be governed
by the final adjudication of such issue.
PAGE
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, Joachim Bancorp, Inc. certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of De Soto, and State of
Missouri the 30th day of July 1996.
JOACHIM BANCORP, INC.
By: /s/ Bernard R. Westhoff
Bernard R. Westhoff
President and Chief Executive
Officer and Director
(Principal Executive Officer)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Each person whose signature appears below hereby makes,
constitutes and appoints Bernard R. Westhoff his true and lawful
attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power
of substitution any and all amendments to this Registration
Statement, hereby ratifying and confirming such person's
signature as it may be signed by said attorney to any and all
amendments.
By:/s/ Bernard R. Westhoff Date: July 30, 1996
Bernard R. Westhoff
President, Chief Executive Officer
and Director
(Principal Executive Officer)
By:/s/ Lee Ellen Hogan Date: July 30, 1996
Lee Ellen Hogan
Senior Vice President, Secretary and
Treasurer
(Principal Financial and Accounting
Officer)
By:/s/ Andrew H. England Date: July 30, 1996
Andrew H. England
Chairman of the Board of Directors
By: Date: ________, 1996
Adolph J. Schatzle
Vice Chairman of the Board of Directors
PAGE
By:/s/ Douglas G. Draper Date: July 30, 1996
Douglas G. Draper
Director
By:/s/ Margaret F. Smith Date: July 30, 1996
Margaret F. Smith
Director
By:/s/ James H. Wilkins Date: July 30, 1996
James H. Wilkins
Director
By:/s/ Stokely R. Wischmeier Date: July 30, 1996
Stokely R. Wischmeier
Director
Exhibit 5
Opinion of Breyer & Aguggia
PAGE
July 30, 1996
Board of Directors
Joachim Bancorp, Inc.
Plaza Square
De Soto, Missouri 63020
Gentlemen:
We have acted as special counsel to Joachim Bancorp, Inc.,
a Missouri corporation (the "Corporation"), in connection with
the preparation and filing with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended,
of a Registration Statement on Form S-8 (the "Registration
Statement"), relating to the registration of up to 106,461
shares of Corporation common stock, $.01 par value per share
("Common Stock"), to be issued pursuant to (i) the Corporation's
1996 Stock Option Plan (the "Option Plan") upon the exercise of
stock options ("Option Rights") and (ii) the Corporation's 1996
Management Recognition and Development Plan (the "MRDP"). The
Registration Statement also registers an indeterminate number of
additional shares which may be necessary under the Option Plan
and the MRDP to adjust the number of shares reserved for
issuance as a result of a stock split, stock dividend or similar
adjustment of the outstanding Common Stock of the Corporation.
We have been requested by the Corporation to furnish an opinion
to be included as an exhibit to the Registration Statement.
We have reviewed the Registration Statement, the Articles
of Incorporation and Bylaws of the Corporation, the Plan, a
specimen stock certificate evidencing the Common Stock of the
Corporation and such other corporate records and documents as we
have deemed appropriate for the purpose of rendering this
opinion. We are relying upon the originals, or copies certified
or otherwise identified to our satisfaction, of the corporate
records of the Corporation and such other instruments,
certificates and representations of public officials, officers
and representatives of the Corporation as we have deemed
appropriate or relevant as a basis for the opinion set forth
below. In addition, we have assumed, without independent
verification, the genuineness of all signatures and the
authenticity of all documents furnished to us and the conformity
in all respects of copies to originals.
PAGE
For purposes of this opinion, we have also assumed that
(i) the shares of Common Stock issuable pursuant to Option
Rights granted under the terms of the Plan will continue to be
validly authorized on the dates the Common Stock is issued
pursuant to the Option Rights; (ii) on the dates the Option
Rights are exercised, the Option Rights granted under the terms
of the Plan will constitute valid, legal and binding obligations
of the Corporation and will (subject to applicable bankruptcy,
moratorium, insolvency, reorganization and other laws and legal
principles affecting the enforceability of creditors' rights
generally) be enforceable as to the Corporation in accordance
with their terms; (iii) no change occurs in applicable law or
the pertinent facts; and (iv) the provisions of "blue sky" and
other securities laws as may be applicable have been complied
with to the extent required.
Based upon the foregoing, and subject to the
qualifications and assumptions set forth herein, we are of the
opinion as of the date hereof that the shares of Common Stock to
be issued pursuant to the Option Plan and the MRDP, when issued
pursuant to and in accordance with the Registration Statement,
the Option Plan and the MRDP and, with respect to the Option
Plan, upon receipt of the consideration required thereby, will
be legally issued, fully paid and non-assessable shares of
Common Stock of the Corporation.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Sincerely,
BREYER & AGUGGIA
PAGE
Exhibit 23.1
Consent of Independent Auditors
PAGE
MICHAEL TROKEY & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
10411 CLAYTON ROAD
ST. LOUIS, MO 63131
(314) 432-0996
Board of Directors
Joachim Bancorp, Inc.
DeSoto Plaza
DeSoto, Missouri 63020
Members of the Board:
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of Joachim Bancorp, Inc. (the
"Company") of our report on the financial statements included in
the Company's Annual Report on Form 10-KSB for the year ended
March 31, 1996 filed pursuant to the Securities Exchange Act of
1934, as amended.
/s/Michael Trokey & Company, P.C.
St. Louis, Missouri
July 30, 1996
PAGE
Exhibit 23.2
Consent of Breyer & Aguggia (see Exhibit 5)
PAGE
Exhibit 24
Power of Attorney (see signature page)
PAGE
Exhibit 99.1
1996 Stock Option Plan
PAGE
Joachim Bancorp, Inc.
1996 Stock Option Plan
SECTION 1. Purpose. The purposes of the Joachim Bancorp, Inc.
1996 Stock Option Plan are to promote the interests of the
Company, its affiliates, and its stockholders by (i) attracting
and retaining exceptional executive personnel and other key
employees and directors of the Company and its affiliates; (ii)
motivating such employees and Eligible Directors by means of
performance-related incentives to achieve longer-range
performance goals; and (iii) enabling such employees and
Eligible Directors to participate in the long-term growth and
financial success of the Company.
SECTION 2. Definitions. As used in the Plan, the following
terms shall have the meanings set forth below:
"Affiliate" shall mean the Association or any present or
future corporation that would be a "parent" or "subsidiary"
corporation as defined in Sections 424(f) and (g), respectively,
of the Code.
"Association" shall mean Joachim Federal Savings and Loan
Association, De Soto, Missouri, together with any successor
thereto.
"Award" shall mean any grant of Options or Director
Options.
"Award Agreement" shall mean any written agreement,
contract, or other instrument or document evidencing any Award,
which may, but need not, be executed or acknowledged by a
Participant or Eligible Director.
"Board" shall mean the Board of Directors of the Company.
"Change in Control" shall mean an event deemed to occur if
and when (a) an offeror other than the Company purchases shares
of the common stock of the Company or the Association pursuant
to a tender or exchange offer for such shares, (b) any person
(as such term is used in Sections 13(d) and 14(d)(2) of the
Exchange Act) is or becomes the beneficial owner, directly or
indirectly, of securities of the Company or the Association
representing twenty-five percent (25%) or more of the combined
voting power of the Company's or the Association's then
outstanding securities, (c) the membership of the board of
directors of the Company or the Association changes as the
result of a contested election, such that individuals who were
directors at the beginning of any twenty-four month period
(whether commencing before or after the date of adoption of this
Plan) do not constitute a majority of the Board at the end of
such period, or (d) shareholders of the Company or the
Association approve a merger, consolidation, sale or disposition
of all or substantially all of the Company's or the
Association's assets, or a plan of partial or complete
liquidation. If any of the events enumerated in clauses (a) -
(d) occur, the Board shall determine the effective date of the
change in control resulting therefrom, for purposes of the Plan.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Committee" shall mean a committee of the Board designated
by the Board to administer the Plan and composed of not less
than the minimum number of persons from time to time required by
Rule 16b-3, each of whom, to the extent necessary to comply with
Rule 16b-3 only, is a "disinterested person" within the meaning
of Rule 16b-3.
"Company" shall mean Joachim Bancorp, Inc., a Missouri
corporation, together with any successor thereto.
"Director Option" shall mean a Non-Qualified Stock Option
granted to each Eligible Director pursuant to Section 6(e)
without any action by the Board or the Committee.
PAGE
"Effective Date" shall mean the date of shareholder
approval of the Plan.
"Eligible Director" shall mean, on any date, a person who
is serving as a member of the Board but shall not include a
person who is an Employee.
"Employee" shall mean an employee of the Company or any
Affiliate.
"Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
"Fair Market Value" shall be determined as follows:
(a) If the Shares are traded or quoted on the Nasdaq
stock market at the time of grant of the Award, then
the Fair Market Value shall be the average of the
highest and lowest selling price on such exchange on
the date such Award is granted or, if there were no
sales on such date, then on the next prior business
day on which there was a sale.
(b) If the Shares are not traded or quoted on the Nasdaq
stock market, then the Fair Market Value shall be a
value determined by the Committee in good faith on
such basis as it deems appropriate.
"Incentive Stock Option" shall mean a right to purchase
Shares from the Company that is granted under Section 6 of the
Plan and that is intended to meet the requirements of Section
422 of the Code or any successor provision thereto.
"Initial Award" shall means any grant of Options made
prior to the date of the second annual meeting of stockholders
of the Company.
"Non-Qualified Stock Option" shall mean a right to
purchase Shares from the Company that is granted under Section 6
of the Plan and that is not intended to be an Incentive Stock
Option.
"Option" shall mean an Incentive Stock Option or a
Non-Qualified Stock Option but shall not include a Director
Option.
"Participant" shall mean any Employee selected by the
Committee to receive an Award of Options under the Plan or any
Eligible Director who receives an Award of Director Options.
"Person" shall mean any individual, corporation,
partnership, association, joint-stock company, trust,
unincorporated organization, government or political subdivision
thereof or other entity.
"Plan" shall mean the Joachim Bancorp, Inc. 1996 Stock
Option Plan.
"Rule 16b-3" shall mean Rule 16b-3 as promulgated and
interpreted by the SEC under the Exchange Act, or any successor
rule or regulation thereto as in effect from time to time.
"SEC" shall mean the Securities and Exchange Commission or
any successor thereto and shall include the staff thereof.
"Shares" shall mean common shares of the Company, or such
other securities of the Company as may be designated by the
Committee from time to time.
"Ten Percent Stockholder" shall mean any stockholder who,
at the time an Incentive Stock Option is granted to such
stockholder, owns (within the meaning of Section 424(d) of the
Code) more than ten percent (10%) of the voting power of all
classes of stock of the Company.
"Termination for Cause" shall mean termination because of
a Participant's personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation
of any law, rule, or regulation (other than traffic violations
or similar offenses) or material breach of any provision of any
employment agreement between the Company or the Association and
a Participant.
SECTION 3. Administration.
(a) The Plan shall be administered by the Committee.
Subject to the terms of the Plan and applicable law, and in
addition to other express powers and authorizations conferred on
the Committee by the Plan, the Committee shall have full power
and authority to: (i) designate Participants; (ii) determine
the type or types of Awards to be granted to an eligible
Employee; (iii) determine the number of Shares to be covered by,
or with respect to which payments, rights, or other matters are
to be calculated in connection with, Awards; (iv) determine the
terms and conditions of any Award; (v) determine whether, to
what extent, and under what circumstances Awards may be settled
or exercised in cash, Shares, other securities, other Awards or
other property, or canceled, forfeited, or suspended; (vi)
determine whether, to what extent, and under what circumstances
cash, Shares, other securities, other Awards, other property,
and other amounts payable with respect to an Award shall be
deferred either automatically or at the election of the holder
thereof or of the Committee; (vii) interpret and administer the
Plan and any instrument or agreement relating to, or Award made
under, the Plan; (viii) establish, amend, suspend, or waive such
rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan; and (ix)
make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of
the Plan. Except as provided in Section 4(a), neither the
Committee nor the Board shall have any discretion regarding
whether an Eligible Director shall receive a Director Option
pursuant to Section 6(e) or regarding the terms of any Director
Option, including without limitation, the number of Shares
subject to such Director Option, the timing of the grant or the
exercisability of such Director Option, or the exercise price
per Share of such Director Option.
(b) Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations, and other
decisions under or with respect to the Plan or any Award shall
be within the sole discretion of the Committee, may be made at
any time and shall be final, conclusive, and binding upon all
Persons, including the Company, and Participant, any holder or
beneficiary of any Award, any shareholder and any Employee.
SECTION 4. Shares Available for Awards.
(a) Shares Available. Subject to adjustment as provided
in Section 4(b), the number of Shares with respect to which
Options and Director Options may be granted under the Plan shall
be 76,044. If, after the effective date of the Plan, any Shares
covered by an Option or Director Option granted under the Plan,
or to which such an Option or Director Option relates, are
forfeited, or if an Option or Director Option otherwise
terminates or is canceled without the delivery of Shares, then
the Shares covered by such Option or Director Option, or to
which such Option or Director Option relates, or the number of
Shares otherwise counted against the aggregate number of Shares
with respect to which Options and Director Options may be
granted, to the extent of any such settlement, forfeiture,
termination or cancellation, shall again be, or shall become,
Shares with respect to which Options and Director Options may be
granted, to the extent permissible under Rule 16b-3. In the
event that any Option or Director Option is exercised through
the delivery of Shares, the number of Shares available for
Awards under the plan shall be increased by the number of Shares
surrendered, to the extent permissible under Rule 16b-3.
(b) Adjustments. In the event that any dividend or
other distribution (whether in the form of cash, Shares, other
securities, or other property),recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, or exchange of
Shares or other securities of the Company, issuance of warrants
or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects
the Shares such that an adjustment is necessary in order to
prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, then the
Committee shall proportionately adjust any or all (as necessary)
of (i) the number of Shares or other securities of the Company
(or number and kind of other securities or property) with
respect to which Awards may be granted, including an Award
pursuant to Section 6(e), (ii) the number of Shares or other
securities of the Company (or number and kind of other
securities or property) subject to outstanding Awards, and (iii)
the grant or exercise price with respect to any Award; provided,
in each case, that with respect to Awards of Incentive Stock
Option no such adjustment shall be authorized to the extent that
such authority would cause the Plan to violate Section 422(b)(1)
of the Code, as from time to time amended.
(c) Sources of Shares. Any Shares delivered pursuant to
an Option or Director Option may consist, in whole or in part,
of authorized and unissued Shares or of treasury Shares.
SECTION 5. Eligibility. An Employee, including any officer or
employee-director of the Company, who is not a member of the
Committee shall be eligible to be designated a Participant.
Each Eligible Director shall receive nondiscretionary Director
Options in accordance with, and only in accordance with, Section
6(e) hereof.
SECTION 6. Options and Director Options.
(a) Grant. Subject to the provisions of the Plan, the
Committee shall have sole and complete authority to determine
the Employees to whom Options shall be granted, the number of
Shares to be covered by each Option, the option price therefor
and the conditions and limitations applicable to the exercise of
the option. The Committee shall have the authority to grant
Incentive Stock Options, or to grant Non-Qualified Stock
Options, or to grant both types of options. In such case of
Incentive Stock Options, the terms and conditions of such grants
shall be subject to and comply with such rules as may be
prescribed by Section 422 of the Code, as from time to time
amended, and any regulations implementing such statute,
including without limitation, the requirements of Code Section
422(d), which limits the aggregate fair market value of Shares
of which Incentive Stock Options are exercisable for the first
time to one hundred thousand dollars ($100,000) per calendar
year. Each provision of the Plan and of each written option
agreement relating to an Option designated an Incentive Stock
Option shall be construed so that such Option qualifies as an
Incentive Stock Option, and any provision that cannot be so
construed shall be disregarded.
(b) Exercise Price. The Committee shall establish the
exercise price at the time each Option is granted, which price
shall not be less than one hundred percent (100%) of the per
Share Fair Market Value on the date of grant. Notwithstanding
any provision contained herein, in the case of an Incentive
Stock Option, the exercise price at the time such Incentive
Stock Option is granted to any Employee who, at the time of such
grant, is a Ten Percent Stockholder, shall not be less than one
hundred ten percent (110%) of the per Share Fair Market Value on
the date of grant.
(c) Exercise. Each Option shall be exercisable at such
times and subject to such terms and conditions as the Committee
may, in its sole discretion, specify in the applicable Award
Agreement or thereafter; provided, however, that in the case of
an Incentive Stock Option, a Participant may not exercise such
Option as an Incentive Stock Option after the earlier of (i) the
PAGE
date which is ten (10) years (five (5) years in the case of a
Participant who is a Ten Percent Stockholder) after the date on
which such Incentive Stock Option is granted, or (ii) the date
which is three (3) months (twelve (12) months in the case of a
Participant who becomes disabled, as defined in Section 22(e)(3)
of the Code, or who dies) after the date on which he ceases to
be an employee of the Company or an Affiliate; and provided,
further, that no Initial Award of Options under the Plan shall
vest more rapidly than ratably over a five-year whereby twenty
percent (20%) of the Award shall vest on each of the first
through the fifth anniversaries of the date of grant. In the
event of an Employee's Termination for Cause, his Options shall
be canceled on the date he ceases to be an Employee. The
Committee may impose such conditions with respect to the
exercise of Options, including without limitation, any relating
to the application of federal or state securities laws, as it
may deem necessary or advisable. Except with respect to the
vesting of an Initial Award, the Committee shall have the right
to accelerate the exercisability of any Option or outstanding
Options in its discretion; provided, however, that an Initial
Award shall be immediately vested upon a Participant's death or
disability.
(d) Payment. No Shares shall be delivered pursuant to
any exercise of an Option or Director Option until payment in
full of the option price therefor is received by the Company.
Such payment may be made in cash or its equivalent, or, if and
to the extent permitted by the Committee, by exchanging Shares
owned by the optionee (which are not the subject of any pledge
or other security interest), or by a combination of the
foregoing, provided that the combined value of all cash and cash
equivalents and the Fair Market Value of any such Shares so
tendered to the Company as of the date of such tender is at
least equal to such option price.
(e) Director Options. Each Eligible Director shall
receive on the Effective Date a grant of Director Options to
purchase 3,802 Shares, all at an exercise price per Share equal
to the Fair Market Value on the date of grant. To the extent
Shares remain available under the Plan, each Eligible Director
who first becomes a member of the Board after the Effective Date
shall receive, on the date that the Eligible Director is first
elected to the Board, a grant of Director Options to purchase
2,500 shares at an exercise price per Share equal to the Fair
Market Value on the date of grant; provided, however, that it,
on any date on which Director Options are to be granted to a new
Eligible Director(s), the number of Shares remaining available
under the Plan is insufficient for the grant of Director Options
to purchase 2,500 Shares, then Director Options to purchase a
proportionate number of such Shares (rounded to the greatest
number of whole Shares) shall be granted to such new Eligible
Director(s). Each Award of Director Options shall vest ratably
over a five (5) year period whereby twenty percent (20%) of the
Award shall vest on each of the first through the fifth
anniversaries of the date of grant; provided, however, that the
Award shall be one hundred percent (100%) vested in the event of
the Eligible Director's death or disability. A Director Option
shall be exercisable until the earlier to occur of the following
two (2) dates (i) the tenth anniversary of the date of grant of
such Director Option or (ii) one (1) year (two (2) years in the
case of an Eligible Director who becomes disabled, as defined in
Section 22(e)(3) of the Code, or who dies) after the date the
Eligible Director ceases to be a member of the Board, except
that if the Eligible Director ceases to be a member of the Board
upon Termination for Cause, his Director Option shall be
canceled on the date he ceases to be a member of the Board. An
Eligible Director may pay the exercise price of a Director
Option in the manner described in Section 6(d).
(f) Effect of a Change in Control. In the event of a
Change in Control, all then outstanding Options and Director
Options, shall (to the extent authorized or not prohibited by
applicable law or regulations) become one hundred percent (100%)
vested and exercisable as of the effective date of the Change in
Control. If, in connection with or as a consequence of a Change
in Control, the Company or the Association is merged into or
consolidated with
PAGE
another corporation, or if the Company or the Association sells
or otherwise disposes of substantially all of its assets to
another corporation, then unless provisions are made in
connection with such transaction for the continuance of the Plan
and/or the assumption or substitution of then outstanding
Options and Director Options with new options covering the stock
of the successor corporation, or parent or subsidiary thereof,
with appropriate adjustments as to the number and kind of shares
and prices, such Options or Director Options shall be canceled
as of the effective date of the merger, consolidation, or sale
and the Participant or Eligible Director shall be paid in cash
an amount equal to the difference between the Fair Market Value
of the Shares subject to the Options or Director Options as of
the effective date of the such corporate event and the exercise
price of the Options or Director Options, as appropriate.
(g) Dividend Equivalent Right. Unless otherwise
determined by the Committee, each Award Agreement shall provide
that, upon the payment of an "extraordinary dividend" by the
Company, each Participant shall receive a cash payment from the
Company equivalent to one hundred (100) percent of the dividends
that would have been payable to such Participant had the
Participant's Options or Director Options been exercised on or
before the record date of such dividend. For purposes of this
Section 6(g), "extraordinary dividend" shall mean a dividend
payable at a rate in excess of the Association's weighted
average cost of funds on interest bearing liabilities for the
twelve (12) month period preceding the record date of the
dividend.
SECTION 7. Amendment and Termination.
(a) Amendments to the Plan. The Board may amend, alter,
suspend, discontinue, or terminate the Plan or any portion
thereof at any time; provided that no such amendment,
alteration, suspension, discontinuation or termination shall be
made without shareholder approval if such approval is necessary
to comply with any tax or regulatory requirement, including for
these purposes any approval requirement which is a prerequisite
for exemptive relief from Section 16(b) of the Exchange Act for
which or with which the Board deems it necessary or desirable to
qualify or comply; and, provided further that no amendment may
be made to Section 6(e) or any other provision of the Plan
relating to Director Options within six months of the last date
on which any such provision was amended, other than to comport
with changes in the Code, the Employee Retirement Income
Security Act of 1974, or the rules thereunder. Notwithstanding
anything to the contrary herein, the Committee may amend the
Plan, subject to any stockholder approval required under Rule
16b-3, in such manner as may be necessary so as to have the Plan
conform with local rules and regulations in any jurisdiction
outside the United States.
(b) Amendments to Awards. Except as provided under
Section 3, the Committee may waive any conditions or rights
under, amend any terms of, or alter, suspend, discontinue,
cancel or terminate, any Award theretofore granted,
prospectively or retroactively; provided that any such waiver,
amendment, alteration, suspension, discontinuance, cancellation
or termination that would impair the rights of any Participant
or any holder or beneficiary of any Award theretofore granted
shall not to that extent be effective without the consent of the
affected Participant, holder or beneficiary.
(c) Cancellation. Any provision of this Plan or any
Award Agreement to the contrary notwithstanding, the Committee
may cause any Award of Options granted hereunder to be canceled
in consideration of the granting to the holder of an alternative
Award of Options having a Fair Market Value equal to the Fair
Market Value of such canceled Award.
PAGE
SECTION 8. General Provisions.
(a) Nontransferability.
(i) Each Award, and each right under any Award,
shall be exercisable only by the Participant's lifetime, or, if
permissible under applicable law, by the Participant's guardian
or legal representative or a transferee receiving such Award
pursuant to a domestic relations order, as determined by the
Committee.
(ii) No Award may be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by a
Participant otherwise than by will or by the laws of descent and
distribution or pursuant to a domestic relations order, and any
such purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall be void and unenforceable against
the Company; provided that the designation of a beneficiary
shall not constitute an assignment, alienation, pledge,
attachment, sale, transfer or encumbrance.
(iii) The restrictions set forth in clause (ii) of
this Section 8(a) shall not apply to any Non-Qualified Stock
Option after the Board has determined that such restrictions are
not then required for grants under the Plan to satisfy the
requirements for exemption provided by Rule 16b-3 under the
Exchange Act (in the form then applicable to the Company) or for
members of the Committee to qualify as "disinterested persons"
for purposes of such Rule; provided, however, that (A) any
transfer of a Non-Qualified Stock Option is to be made for no
consideration to any of the following permissible transferees
(1) any member of the Immediate Family of the Participant to
which such Non-Qualified Stock Option was granted, (2) any trust
solely for the benefit of the Participant's Immediate Family, or
(3) any partnership whose only partners are members of the
Participant's Immediate Family and (B) the transferee shall
remain subject to all of the terms and conditions applicable to
such Non-Qualified Stock Option prior to such transfer. For
purposes of this clause (iii), "Immediate Family" shall mean,
with respect to a particular Participant, such Participant's
spouse, children and grandchildren.
(b) No Rights to Awards. No Employee, Participant or
other Person shall have any claim to be granted any Award, and
there is no obligation for uniformity of treatment of Employees,
Participants, or holders or beneficiaries of Awards. The terms
and conditions of Awards need not be the same with respect to
each recipient.
(c) Share Certificates. All Shares or other securities
of the Company delivered under the Plan pursuant to any Award or
the exercise thereof shall be subject to such stop transfer
orders and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations, and other
requirements of the SEC, any stock exchange or national
securities association upon which such Shares or other
securities are then listed, and any applicable Federal or state
laws, and the Committee may cause a legend or legends to be put
on any certificates representing such Shares or other securities
to make appropriate reference to such restrictions.
(d) Delegation. Subject to the terms of the Plan and
applicable law, the Committee may delegate to one or more
officers or managers of the Company, or to a committee of such
officers or managers, the authority, subject to such terms and
limitations as the Committee shall determine, to grant Awards
to, or to cancel, modify or waive rights with respect to, or to
alter, discontinue, suspend, or terminate Awards held by,
Employees who are not officers or directors of the Company for
purposed of Section 16 of the Exchange Act, or any successor
section thereto, or who are otherwise not subject to such
Section.
(e) Withholding. A Participant may be required to pay
to the Company and the Company shall have the right and is
hereby authorized to withhold from any Award, from any payment
due or transfer made under any Award or from any compensation or
PAGE
other amount owing to a Participant the amount of any applicable
withholding taxes in respect of an Award, its exercise, or any
payment or transfer under an Award and take such other action as
may be necessary in the opinion of the Company to satisfy all
obligations for the payment of such taxes. With respect to
Participants who are not subject to Section 16 of the Exchange
Act, the withholding may be in the form of cash, Shares, or
other property as the Committee may allow. With respect to
Participants who are subject to Section 16 of the Exchange Act,
the withholding shall be in cash or in any other property
permitted by Rule 16b-3 as the Committee may allow.
(f) Award Agreements. Each Award hereunder shall be
evidenced by an Award Agreement which shall be delivered to the
Participant and shall specify the terms and conditions of the
Award and any rules applicable thereto.
(g) No Limit on Other Compensation Arrangements.
Nothing contained in the Plan shall prevent the Company or any
Affiliate from adopting or continuing in effect other
compensation arrangements, which may, but need not, provide for
the grant of options, restricted stock, Shares and other types
of Awards provided for hereunder (subject to shareholder
approval if such approval is required), and such arrangements
may be either generally applicable or applicable only in
specific cases.
(h) No Right to Employment. The grant of an Award shall
not be construed as giving a Participant the right to be
retained in the employ of the Company or an Affiliate. Further,
the Company may at any time dismiss a Participant from
employment, free from any liability or any claim under the Plan,
unless otherwise expressly provide in the Plan or in any Award
Agreement.
(i) No Rights as Stockholder. Subject to the provisions
of the applicable Award, no Participant or holder or beneficiary
of any Award shall have any rights as a stockholder with respect
to any Shares to be distributed under the Plan until he or she
has become the holder of such Shares.
(j) Governing Law. The validity, construction, and
effect of the Plan and any rules and regulations relating to the
Plan and any Award Agreement shall be determined in accordance
with the laws of the State of Missouri, without giving effect to
the choice of law principles thereof.
(k) Severability. If any provisions of the Plan or any
Award is or becomes or is deemed to be invalid, illegal, or
unenforceable in any jurisdiction or as to any Person or Award,
or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed
or deemed amended to conform to the applicable laws, or if it
cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent
of the Plan or the Award, such provision shall be stricken as to
such jurisdiction, Person or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.
(l) Other Laws. The Committee may refuse to issue or
transfer any Shares or other consideration under an Award if,
acting in its sole discretion, it determines that the issuance
or transfer of such Shares or such other consideration might
violate any applicable law or regulation or entitle the Company
to recovery under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder
or beneficiary in connection with the exercise of such Award
shall be promptly refunded to the relevant Participant, holder
or beneficiary. Without limiting the generality of the
foregoing, no Award granted hereunder shall be construed as an
offer to sell securities of the Company, and no such offer shall
be outstanding, unless and until the Committee in its sole
discretion has determined that any such offer, if made, would be
in compliance with all applicable requirements of the U.S.
federal securities laws.
(m) No Trust or Fund Created. Neither the Plan nor any
Award shall create or be construed to create a trust or separate
fund of any kind or a fiduciary relationship between the Company
and a Participant or any other Person. To the extent that any
Person acquires a right to receive payments from the Company
pursuant to an Award, such rights shall be no greater than the
right of any unsecured general creditor of the Company.
(n) Rule 16b-3 Compliance. With respect to persons
subject to Section 16 of the Exchange Act, transactions under
this Plan are intended to comply with all applicable terms and
conditions of Rule 16b-3 and any successor provisions. To the
extent that any provision of the Plan or action by the Committee
fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.
(o) Headings. Heading are given to the Sections and
subsections of the Plan solely as a convenience to facilitate
reference. Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of
the Plan or any provision thereof.
(p) No Impact on Benefits. Unless specifically provided
under any other benefit plan of the Company or its Affiliates,
Awards shall not be treated as compensation for purposes of
calculating an Employee's or Eligible Director's rights under
such benefit plans.
(q) Indemnification. Each person who is or shall have
been a member of the Committee or of the Board shall be
indemnified and held harmless by the Company against and from
any loss, cost, liability, or expense that may be imposed upon
or reasonably incurred by him in connection with or resulting
from any claim, action, suit, or proceeding to which he may be
made a party or in which he may be involved by reason of any
action taken or failure to act under the Plan and against and
from any and all amounts paid by him in settlement thereof, with
the Company's approval, or paid by him in satisfaction of any
judgement in any such action, suit, or proceeding against him,
provided he shall give the Company an opportunity, at its own
expense, to handle and defend the same before he undertakes to
handle and defend it on his own behalf. The foregoing right of
indemnification shall not be exclusive and shall be independent
of any other rights of indemnification to which such persons may
be entitled under the Company's articles of incorporation or
bylaws, by contract, as a matter of law, or otherwise.
SECTION 9. Term of the Plan.
(a) Effective Date. The Plan shall become effective
only upon approval by a majority of the Company's stockholders
at an annual or special meeting of stockholders of the Company
held not less than six (6) months after the date of closing of
the Association's mutual-to-stock conversion nor more than
twelve (12) months after the date of adoption of the Plan by the
Board.
(b) Expiration Date. The Plan shall terminate on and no
Award shall be granted under the Plan after the tenth
anniversary of the Effective Date. Unless otherwise expressly
provided in the Plan or in an applicable Award Agreement, any
Award granted hereunder may, and the authority of the Board or
the Committee to amend, alter, adjust, suspend, discontinue, or
terminate any such Award or to waive any conditions or rights
under any such Award shall, continue after the tenth anniversary
of the effective date of the Conversion.
PAGE
Exhibit 99.2
1996 Management Recognition and Development Plan
PAGE
Joachim Bancorp, Inc.
1996 Management Recognition and Development Plan
1. Purpose; Definitions.
The purpose of the Plan is to increase the proprietary and
vested interest of the key Employees of the Company and its
Affiliates and Eligible Directors in the growth, development and
financial success of the Company by granting them awards of
Restricted Shares.
Whenever the following terms are used in the Plan, they
shall have the meaning specified below unless the context
clearly indicated to the contrary.
"Affiliate" shall mean the Association and any other
"subsidiary" of the Company as defined in Section 424(f) of the
Code.
"Association" shall mean Joachim Federal Savings and Loan
Association, De Soto, Missouri, or any successor thereto.
"Award" shall mean an award of Restricted Shares under the
Plan.
"Board" shall mean the Board of Directors of the Company.
"Change in Control" shall mean an event deemed to occur if
and when (a) an offeror other than the Company purchases shares
of the common stock of the Company or the Association pursuant
to a tender or exchange offer for such shares, (b) any person
(as such term is used in Sections 13(d) and 14(d)(2) of the
Exchange Act) is or becomes the beneficial owner, directly or
indirectly, of securities of the Company or the Association
representing twenty-five percent (25%) or more of the combined
voting power of the Company's or the Association's then
outstanding securities, (c) the membership of the board of
directors of the Company or the Association changes as the
result of a contested election, such that individuals who were
directors at the beginning of any twenty-four (24) month period
(whether commencing before or after the date of adoption of this
Plan) do not constitute a majority of the Board at the end of
such period, or (d) shareholders of the Company or the
Association approve a merger, consolidation, sale or disposition
of all or substantially all of the Company's or the
Association's assets or a plan of partial or complete
liquidation. If any of the events enumerated in clauses (a) -
(d) occur, the Board shall determine the effective date of the
change in control resulting therefrom.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Committee" shall mean the committee of the Board
designated by the Board to administer the Plan and composed of
not less than the minimum number of persons from time to time
required by Rule 16b-3, each of whom, to the extent necessary to
comply with Rule 16b-3 only, is a "disinterested person" within
the meaning of Rule 16b-3.
"Company" shall mean Joachim Bancorp, Inc., a Missouri
corporation.
"Designated Beneficiary" shall have the meaning set forth
in Section 2.2 hereof.
"Disability" shall have the meaning set forth in Section
22(e)(3) of the Code. For purposes of the Plan, all
determinations as to whether a Participant has become disabled
shall be made by a majority of the Board (or, in the case of an
Eligible Director, a majority of the remaining members of the
Board) upon the basis of such evidence as its deems necessary or
desirable, and shall be final and binding on all interested
persons.
"Effective Date" shall have the meaning set forth in
Section 5.1 hereof.
"Eligible Director" shall mean a director of the Company
who is not also an Employee.
"Employee" shall mean any person who is currently
employed by the Company or an Affiliate.
"Exchange Act" shall mean the Securities Exchange Act of
1934, as
amended.
"Participant" shall mean an Eligible Director or Employee
to whom an award of Restricted Shares is granted pursuant to the
Plan.
"Plan" shall mean this Joachim Bancorp, Inc. 1996
Management Recognition and Development Plan, as hereinafter
amended from time to time.
"Restricted Shares" shall mean Shares which are awarded to
an Eligible Director or Employee that are subject to the
transfer and forfeitability restrictions described in Section
4.2.
"Share" shall mean a share of the Company's common stock,
par value $0.01 per share.
2. Administration.
2.1 Administration
The Plan shall be administered by the Committee, which
shall have the power to interpret the Plan and to adopt such
rules for the administration, interpretation and application of
the Plan and Awards thereunder as are consistent with its terms
and provisions and to interpret, amend or revoke any such rules;
provided, however, that except as provided in paragraph 3.2
hereof, with respect to an Award to an Eligible Director, the
Committee shall have no discretion with respect to the selection
of directors to receive Restricted Shares under the Plan, the
number of Restricted Shares to be awarded, the consideration to
be paid in respect of Restricted Shares, the timing of such
awards, or the restrictions imposed thereon. All actions taken
and all interpretations and determinations made by the Committee
shall be binding upon all persons, including the Company,
stockholders, directors, Participants and Designated
Beneficiaries. The Secretary of the Company shall be authorized
to implement the Plan in accordance with its terms, and to take
such actions of a ministerial nature as shall be necessary to
effectuate the intent and purposes thereof. No member of the
Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect
to the Plan or the awards hereunder, and all members of the
Board shall be fully protected by the Company in respect to any
such action, determination or interpretation.
2.2 Designated Beneficiaries
If a Participant dies prior to receiving any payment due
under the Plan, such payment shall be made to his Designated
Beneficiary. A Participant's Designated Beneficiary shall be
the beneficiary specifically designated by a Participant in
writing to receive amounts due the Participant in the event of
the Participant's death. In the absence of an effective
designation by the Participant, Designated Beneficiary shall
mean the Participant's surviving spouse or, if none, his estate.
3. Shares Subject To The Plan.
3.1 Shares Subject to the Plan
The maximum number of Shares that may be the subject of
Awards under this Plan shall be 30,417. The Company shall
reserve such number of Shares for the purposes of the Plan out
of its authorized but unissued Shares or out of Shares held in
the Company's treasury, or partly out of each. In the event
that a trust is established in connection with the Plan pursuant
to Section 5.4, the Company may authorize the trustees of the
trust to purchase Shares in the open market with funds
contributed by the Company or the Association and such shares
shall be included in the number of shares that may be the
subject of Awards. In the event that Restricted Shares are
forfeited for any reason, such Shares shall thereafter again be
available for award pursuant to the Plan.
3.2 Changes in the Company's Shares
In the event that the Committee shall determine that any
recapitalization, reorganization, merger, consolidation, stock
split, spin-off, combination, or exchange of Shares, or other
similar corporate event affects the Shares such that an
adjustment is required in order to preserve the benefits or
potential benefits intended under this Plan, the Committee
shall, in such manner as it may deem equitable, adjust any or
all of the number and kind of Shares which thereafter may be
awarded under the Plan, or the number and kind of Shares subject
to outstanding awards; provided, however, that the number of
Shares subject to any award shall always be a whole number.
4. Restricted Shares
4.1 Eligibility; Awards Under the Plan
(a) Employees. Employees (including officers and
employee directors of the Association) shall be eligible to
participate in the Plan upon designation by the Committee. To
the extent that Shares are available for grant under the Plan,
the Committee may determine which of the Employees shall be
granted an Award and the number of Restricted Shares covered by
each Award. In selecting those Employees to whom Awards will be
granted and the number of Shares covered by such Awards, the
Committee shall consider the position and responsibilities of
the eligible Employees, the length and value of their services
to the Company and its Affiliates, the compensation paid to the
Employees and any other factors the Committee may deem relevant,
and the Committee may request the written recommendation of the
chief executive officer and other senior executive officers of
the Company and its Affiliates.
(b) Eligible Directors. Eligible Directors shall be
eligible to receive Awards only as provided in this Section
4.1(b). Upon the Effective Date, each Eligible Director shall
receive an Award of 1,521 Restricted Shares. To the extent
Shares remain available under the Plan, each Eligible Director
who first becomes a member of the Board after the Effective Date
shall receive, on the date that the Eligible Director is first
elected to the Board, a grant of 500 Restricted Shares;
provided, however, that if, on any date on which an Award is to
be granted to a new Eligible Director(s), the number of Shares
remaining available under the Plan is insufficient for the grant
of 500 Restricted Shares, then a proportionate number of
Restricted Shares (rounded to the greatest number of whole
Shares) shall be granted to such new Eligible Director(s).
(c) Fractions of Shares. Whenever under the terms of
the Plan a fractional share would be required to be issued, the
fractional share shall be rounded up to the next full share.
PAGE
4.2 Terms of Awards
The Restricted Shares awarded hereunder shall be awarded
only pursuant to a written agreement, which shall be executed by
the Participant and a duly authorized officer of the Company and
which shall contain the following terms and conditions:
(a) Acceptance of Award. An award of Restricted Shares
must be accepted by the Participant within a period of sixty
(60) days (or such other period as the Board may specify at
grant) after the award date by the execution of a Restricted
Share award agreement in the form provided by the Company.
(b) Restrictions and Conditions. The Restricted Shares
awarded to a Participant pursuant to this Section 4 shall be
subject to the following restrictions and conditions:
(i) A Participant shall not be permitted to vote,
sell, transfer, pledge, assign or otherwise encumber Restricted
Shares awarded under the Plan prior to the date on which such
shares vest in accordance with clause (iii), except in
accordance with the laws of descent and distribution.
(ii) On the date an Award of Restricted Shares
vests in accordance with clause (iii), a Participant (or his
beneficiary) shall be entitled to receive any cash dividends
previously paid with respect to the Restricted Shares, together
with interest accrued thereon. Prior to such date, cash
dividends shall be held by the Company for the account of the
Participant. Stock dividends, if any, issued with respect to
Restricted Shares shall be treated as additional Restricted
Shares that are subject to the same restrictions and other terms
and conditions that apply with respect to the Restricted Shares
with respect to which such dividends are paid.
(iii) Subject to the applicable provisions of the
Restricted Share award agreement and this Section, a
Participant's interest in Shares shall immediately become fully
vested and nonforfeitable, and the restrictions set forth in
this Section 4.2 shall lapse, (x) ratably over a five (5) year
period whereby twenty percent (20%) of the Award shall vest on
each of the first through the fifth anniversaries of the date of
grant (y) upon the Participant's death or Disability, or (z)
upon a Change in Control (to the extent such treatment is
authorized or not prohibited by applicable law or regulations).
4.3 Stock Certificates
A stock certificate registered in the name of each
Participant receiving a Restricted Share award (or in the name
of a trustee for the benefit of each Participant) shall be
issued in respect of such shares. Such certificate shall bear
whatever appropriate legend referring to the terms, conditions,
and restrictions applicable to such award as the Board shall
determine. The Board may, in its sole discretion, require that
the stock certificates evidencing Restricted Shares be held in
custody by the Company (or in trust by a trustee) until the
restrictions thereon shall have lapsed.
5. Miscellaneous.
5.1 Shareholder Approval; Effective Date; Term
The Plan shall become effective only upon approval by a
majority of the Company's stockholders at an annual or special
meeting of the stockholders of the Company held not less than
six (6) months after the date of closing of the Association's
mutual-to-stock conversion nor more than twelve (12) months
after the date of adoption of the Plan by the Board, and shall
continue in effect until the tenth anniversary of the Effective
Date.
5.2 Amendment, Suspension or Termination of the Plan
The Plan may be wholly or partially amended or otherwise
modified, suspends or terminated at any time or from time to
time by the Board; provided, however, that amendments to the
Plan shall not be effective unless approved by the affirmative
vote of the stockholders of the Company owning a majority of the
stockholders present or represented by proxy at a meeting of
stockholders of the Company held within twelve (12) months of
the date of adoption of such amendment, where such amendment
will:
(a) increase the total number of Shares reserved for the
purposes of the Plan;
(b) change in any respect the class of persons who are
eligible to be Participants;
(c) extend the maximum period for granting awards as
provided herein; or
(d) otherwise materially increase the benefits accruing
to Participants under the Plan.
Notwithstanding the foregoing, Section 4.1(b) may not be
amended more than once in any six (6) month period other than to
conform with changes in the Code or the Employee Retirement
Security Act of 1974, as amended.
From and after the Effective Date, neither the amendment,
suspension nor termination of the Plan shall, without the
consent of the Participant, alter or impair any rights or
obligations under any award theretofore granted. No awards may
be granted during any period of suspension nor after termination
or expiration of the Plan.
5.3 Regulations and Other Approvals
(a) The obligation of the Company to deliver Shares with
respect to any award granted under the Plan shall be subject to
all applicable laws, rules and regulations, including all
applicable federal and state securities laws, and the obtaining
of all such approvals by governmental agencies as may be deemed
necessary or appropriate by the Board.
(b) The Board may make such changes to the Plan as may
be necessary or appropriate to comply with the rules or
requirements of any governmental authority.
(c) Each award of Shares is subject to the requirement
that, if at any time the Board determines, in its sole
discretion, that the listing, registration or qualification of
Shares issuable pursuant to the Plan is required by any
securities exchange or under any United States, state or federal
law, or the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of, or in
connection with, issuance of Shares, no Shares shall be issued,
in whole or in part, unless listing, registration,
qualification, consent or approval has been effected or obtained
free of any conditions as acceptable to the Board.
(d) In the event that the disposition of Shares acquired
pursuant to the Plan is not covered by a then current
registration statement under the Securities Act of 1933, and is
not otherwise exempt from such registration, such Shares shall
be restricted against transfer to the extent required by the
Securities Act of 1933 or regulations thereunder, and the Board
may require any individual receiving Shares pursuant to the
Plan, as a condition precedent to receipt of such Shares, to
represent to the Association in writing that the Shares acquired
by such individual are acquired for investment only and not with
a view to distribution. The certificate for any Shares acquired
PAGE
pursuant to the Plan shall include any legend that the Board
deems appropriate to reflect any restrictions on transfer.
(e) At the time of grant of any award, the Board may
provide in the Restricted Share award agreement that any Shares
received as a result of such grant shall be subject to a right
of first refusal in favor of the Company, pursuant to which the
Participant shall be required to offer to the Company any Shares
that he wishes to sell, with the price being the then fair
market value of such Shares, subject to such other terms and
conditions as the Board may specify in the award agreement.
5.4 Trust Arrangement
All benefits under the Plan represent an unsecured promise
to pay by the Company. The Plan shall be unfunded and the
benefits hereunder shall be paid only from the general assets of
the Company resulting in the Participants having no greater
rights than the Company's general creditors; provided, however,
that nothing herein shall prevent or prohibit the Company from
establishing a trust or other arrangement for the purpose of
providing for the payment of the benefits payable under the
Plan.
5.5 Governing Law
The Plan and the rights of all persons claiming hereunder
shall be construed and determined in accordance with the laws of
the State of Missouri without giving effect to the choice of law
principles thereof.
5.6 Titles; Construction
Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of
the Plan. The masculine pronoun shall include the feminine and
neuter and the singular shall include the plural, when the
context so indicates.