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Exhibit 10(d)
PARKVALE FINANCIAL CORPORATION
1993 DIRECTORS' STOCK OPTION PLAN
ARTICLE I
ESTABLISHMENT OF THE PLAN
Parkvale Financial Corporation (the "Corporation") hereby establishes
this 1993 Directors' Stock Option Plan (the "Plan") upon the terms and
conditions hereinafter stated.
ARTICLE II
PURPOSE OF THE PLAN
The purpose of this Plan is to improve the growth and profitability of
the Corporation by attracting and retaining qualified non-employee directors and
providing such directors with a proprietary interest in the Corporation through
non-discretionary grants of non-qualified stock options (an "Option" or
"Options") to purchase shares of the Corporation's common stock, par value $1.00
per share ("Common Stock").
ARTICLE III
ADMINISTRATION OF THE PLAN
3.01 Administration. This Plan shall be administered by the entire
Board of Directors of the Corporation (the "Board"). The Board shall have the
power, subject to and within the limits of the express provisions of this Plan,
to exercise such powers and to perform such acts as are deemed necessary or
expedient to promote the best interests of the Corporation with respect to this
Plan.
3.02 Compliance with Law and Regulations. All Options granted
hereunder shall be subject to all applicable federal and state laws, rules and
regulations and to such approvals by any government or regulatory agency as may
be required. The Corporation shall not be required to issue or deliver any
certificates for shares of Common Stock prior to the completion of any
registration or qualification of or obtaining of consents or approvals with
respect to such shares under any federal or state law or any rule or regulation
of any government body, which the Corporation shall, in its sole discretion,
determine to be necessary or advisable. Moreover, no Option may be exercised if
such exercise or issuance would be contrary to applicable laws and regulations.
3.03 Restrictions on Transfer. The Corporation may place a legend upon
any certificate representing shares acquired pursuant to an Option granted
hereunder noting that the transfer of such shares may be restricted by
applicable laws and regulations.
ARTICLE IV
ELIGIBILITY
Options shall be granted pursuant to the terms hereof to each director
of the Corporation
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who is not an employee of the Corporation or any subsidiary of the Corporation
("non-employee director"). No honorary directors, advisory directors or
directors emeritus shall be entitled to receive Options hereunder.
ARTICLE V
COMMON STOCK COVERED BY THE PLAN
5.01 Option Shares. The aggregate number of shares of Common Stock of
the Corporation which may be issued pursuant to this Plan, subject to adjustment
as provided in Article VIII, shall be 50,000 shares of the Corporation's Common
Stock. None of such shares shall be the subject of more than one Option at any
time, but if an Option as to any shares is surrendered before exercise or
expires or terminates for any reason without having been exercised in full, or
for any other reason ceases to be exercisable, the number of shares covered
thereby shall again become available for grant under the Plan as if no Options
had been previously granted with respect to such shares.
5.02 Source of Shares. The shares of Common Stock issued under this
Plan shall be authorized but previously unissued shares.
ARTICLE VI
OPTION GRANTS
6.01 Option Grants. Options to purchase shares of Common Stock shall
be granted to non-employee directors of the Corporation at the following times
and in the following amounts:
(a) on the date this Plan is approved by the stockholders of the
Corporation, each person who serves as a non-employee director of the
Corporation immediately following the last adjournment of the 1993 Annual
Meeting of Stockholders shall be granted an Option to purchase 1,000 shares of
Common Stock (as adjusted pursuant to Article VIII hereof);
(b) at each Annual Meeting of Stockholders of the Corporation held in
1994, 1995, 1996 and 1997, each person who serves as a non-employee director of
the Corporation immediately following the last adjournment of such annual
meeting shall be granted as of such date an Option to purchase 1,000 shares of
Common Stock (as adjusted pursuant to Article VIII hereof); and
(c) at each Annual Meeting of Stockholders of the Corporation held in
1998 or subsequent years, each person who serves as a non-employee director of
the Corporation immediately following the last adjournment of such annual
meeting shall be granted as of such date an Option to purchase 2,000 shares of
Common Stock (as such number may be adjusted downward but not upward pursuant to
Article VIII hereof).
6.02 Allocation of Grants. If, on any date on which Options are to be
granted pursuant to this Plan, the number of shares of Common Stock remaining
available under this Plan (after
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taking into account both shares theretofore sold or issued and shares subject to
issuance upon exercise of outstanding Options) is insufficient for the grant of
Options to purchase the entire number of shares specified above, then Options to
purchase a proportionate amount of such available number of shares (rounded down
to the greatest number of whole shares) shall be granted to each non-employee
director entitled to receive an Option on such date.
ARTICLE VII
OPTION TERMS
Each Option granted hereunder shall be on the following terms and
conditions:
7.01 Option Agreement. The proper officers of the Corporation and each
optionee shall execute an Option Agreement which shall set forth the total
number of shares of Common Stock to which it pertains, the exercise price and
such other terms, conditions and provisions as are appropriate, provided that
they are not inconsistent with the terms, conditions and provisions of this
Plan. Each optionee shall receive a copy of his executed Option Agreement.
7.02 Option Exercise Price. The per share exercise price at which the
shares of Common Stock may be purchased upon exercise of an Option granted
pursuant to Section 6.01 hereof shall be equal to the fair market value of the
shares at the time of the grant of the Option. For purposes of this Plan, fair
market value shall be the mean of the high and low sales prices of a share of
Common Stock on the date in question (or, if such day is not a trading day in
the U.S. markets, on the nearest preceding trading day), as reported with
respect to the principal market (or the composite of the markets, if more than
one) or national quotation system in which such shares are then traded, or if no
such prices are reported, the mean between the closing high bid and low asked
prices of a share of Common Stock on that day on the principal market or
national quotation system then in use, or if no such quotations are available,
the price furnished by a professional securities dealer making a market in such
shares selected by the Board of Directors of the Corporation.
7.03 Vesting of Options. Options shall be immediately vested on the
date of grant.
7.04 Exercise and Duration of Options.
(a) Each Option or portion thereof shall be exercisable at any time
on or after the date of grant until ten (10) years after the date of grant,
provided that no Option or portion thereof may be exercised until the
stockholders of the Corporation have approved this Plan by such vote as may be
required by applicable laws and regulations, and provided further that at least
six (6) months shall have elapsed from the date of grant of the Option to the
date of disposition of either the Option (other than upon exercise or
conversion) or the underlying Common Stock.
(b) Exception for Termination Due to Death, Disability, Retirement or
Resignation. If an Optionee dies while serving as a non-employee director or
terminates his service as a non-employee director as a result of disability,
retirement or resignation without having fully exercised his Options or the
executors, administrators, legatees or distributees of his estate shall
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have the right to exercise such Options during the twelve-month period following
such death, disability, retirement or resignation, provided that no Option shall
be exercisable more than ten (10) years from the date it was granted.
(c) Options granted to a non-employee director who is removed for
pursuant to the Corporation's Bylaws shall, terminate as of the effective date
of such removal.
7.05 Nonassignability. Options shall not be transferable by an
optionee except by will or the laws of descent and distribution, and during an
optionee's lifetime shall be exercisable only by such Optionee or the Optionee's
guardian or legal representative.
7.06 Manner of Exercise. Options may be exercised in part or in whole
and at one time or from time to time. The procedures for exercise shall be set
forth in the written Option Agreement provided for in Section 7.01.
7.07 Payment for Shares. Payment in full of the purchase price for
shares of Common Stock purchased pursuant to the exercise of an Option shall be
made to the Corporation upon exercise of the Option. Payment for shares may be
made by the Optionee in cash or by delivering shares of Common Stock (including
shares acquired pursuant to the exercise of an Option) equal in fair market
value to the purchase price of the shares to be acquired pursuant to the Option,
or any combination of the foregoing.
7.08 Voting and Dividend Rights. No optionee shall have any voting Or
dividend rights or other rights of a stockholder in respect of any shares of
Common Stock covered by an Option Prior to the time that his name is recorded on
the Corporation's stockholder ledger as the holder of record of such shares
acquired pursuant to an exercise of an Option.
ARTICLE VIII
ADJUSTMENTS FOR CAPITAL CHANGES
The aggregate number of shares of Common Stock available for
issuance under this Plan, the number of shares to which any outstanding Option
relates and the exercise price per share of Common Stock under any outstanding
Option shall be proportionately adjusted for any increase or decrease in the
total number of outstanding shares of Common Stock issued subsequent to the
effective date of this Plan resulting from a split, subdivision or consolidation
of shares or any other capital adjustment, the payment of a stock dividend, or
other increase or decrease in such shares effected without receipt or payment of
consideration by the Corporation, and the number of shares specified in Section
6.01(c) of this Plan shall be subject to downward adjustments but not upward
adjustments for such capital changes. If, upon a merger, consolidation,
reorganization, liquidation, recapitalization or the like of the Corporation,
the shares of the Corporation's Common Stock shall be exchanged for other
securities of the Corporation or of another corporation, each recipient of an
Option shall be entitled, subject to the conditions herein stated, to purchase
or acquire such number of shares of Common Stock or amount of other securities
of the Corporation or such other corporation as were exchangeable for the number
of shares of Common Stock of the Corporation which such optionees would have
been entitled to purchase or
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acquire except for such action, and appropriate adjustments shall be made to the
per share exercise price of outstanding Options.
ARTICLE IX
AMENDMENT AND TERMINATION OF THE PLAN
The Board may, by resolution, at any time terminate, amend or revise
this Plan with respect to any shares of Common Stock as to which Options have
not been granted, provided, however, that no amendment which (a) changes the
maximum number of shares that may be sold or issued under the Plan (other than
in accordance with the provisions of Article VIII) or (b) changes the class of
persons that may be granted Options shall become effective until it receives the
approval of the stockholders of the Corporation, and further provided that the
Board may determine that stockholder approval for any other amendment to this
Plan may be advisable for any reason, such as for the purpose of obtaining or
retaining any statutory or regulatory benefits under tax, securities or other
laws or satisfying any applicable stock exchange listing requirements. The Board
may not, without the consent of the holder of an Option, alter or impair any
Option previously granted under this Plan except as specifically authorized
herein. Notwithstanding anything contained in this Plan to the contrary, the
provisions of Articles IV, VI and VII of this Plan shall not be amended more
than once every six months, other than to comport with changes in the Internal
Revenue Code of 1986, as amended, the Employee Retirement Income Security Act,
as amended, or the rules promulgated under such statutes.
ARTICLE X
RIGHTS TO CONTINUE AS A DIRECTOR
Neither this Plan nor the grant of any Options hereunder nor any action
taken by the Board in connection with this Plan shall create any right on the
part of any non-employee director of the Corporation to continue as such.
ARTICLE XI
WITHHOLDING
The Corporation may withhold from any cash payment made under this Plan
sufficient amounts to cover any applicable withholding and employment taxes, and
if the amount of such cash payment is insufficient, the Corporation may require
the optionee to pay to the Corporation the amount required to be withheld as a
condition to delivering the shares acquired pursuant to an Option.
ARTICLE XII
EFFECTIVE DATE OF THE PLAN; TERM
12.01 Effective Date of the Plan. This Plan shall become effective upon
the date of its adoption by the Corporation's Board ("Effective Date"), provided
that no shares of Common
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Stock may be issued pursuant to this Plan until this Plan is approved by the
stockholders of the Corporation by such vote as may be required by applicable
laws and regulations.
12.02 Term of Plan. Unless sooner terminated, this Plan shall remain
in effect for a period of ten (10) years ending on the tenth anniversary of the
Effective Date. Termination of this Plan shall not affect any Options previously
granted and such Options shall remain valid and in effect until they (a) have
been fully exercised, (b) are surrendered, or (c) expire or are forfeited in
accordance with their terms.
ARTICLE XIII
MISCELLANEOUS
13.01 Governing Law. This Plan shall be construed under the laws of
the Commonwealth of Pennsylvania.
13.02 Pronouns. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun, and the singular shall include the plural.
Approved by the Board of Directors of Parkvale Financial Corporation on this
19th day of August 1993.
/s/ ROBERT D. PFISCHNER /s/ GEORGE W. NEWLAND
/s/ WARREN R. WENNER /s/ FRED P. BURGER, JR.
/s/ PAUL A. MOONEY /s/ ROBERT J. MCCARTHY, JR.
Sections 6.01 and the first sentence of Article VIII were amended and the Plan
restated in its entirety as adopted by the Board of Directors on March 19, 1998.