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EXHIBIT 4.1(c)
STATE OF SOUTH CAROLINA )
) SECOND AMENDMENT
COUNTY OF RICHLAND )
THIS AMENDMENT, dated as of November 30, 1998, by RESOURCE
BANCSHARES MORTGAGE GROUP, INC. (the "Company").
W I T N E S S E T H:
WHEREAS, the Company maintains the Resource Bancshares Mortgage
Group, Inc. Stock Investment Plan, effective as of January 1, 1995, as amended
by the First Amendment made as of the 24th day of March, 1995 (the "Plan") for
the benefit of its eligible employees; and
WHEREAS, in Section 15 of the Plan, the Company reserved the
right by action of its Board of Directors to amend the Plan; and
WHEREAS, the Company now desires to amend the Plan in several
respects including to authorize an additional 300,000 shares of Common Stock to
be acquired under the Plan, to authorize the acquisition of treasury and
original issue stock by the Plan and to clarify the use of cash dividends and
the purchase periods under the Plan;
NOW, THEREFORE, in consideration of the premises, the Plan is
amended as follows:
1. Effective on and after the date hereof, Section 2(d) of the
Plan shall be deleted and the following inserted in its place:
"(d) Committee means the Board."
2. Effective on and after the date hereof, Section 2(i) shall be
deleted and the following inserted in its place:
"(i) Intentionally Deleted."
3. Effective on and after the date hereof, Section 2(m) of the
Plan shall be deleted and the following inserted in its place:
"(m) Fair Market Value means with respect to
shares of Common Stock purchased in open market purchases, the
price at which the Custodian purchases
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such Common Stock and with respect to shares of Common Stock
purchased from the Company's treasury stock or newly issued
shares of Common Stock purchased from the Company, the average of
the high and low reported sales prices of the Common Stock for
the trading day most immediately preceding the date on which the
shares are purchased for which sales prices are available from
the principal trading market for the Common Stock."
4. Effective on and after the date hereof, Section 2(q) of the
Plan shall be deleted and the following inserted in its place:
"(q) "Purchase Date" means the date that shares of
Common Stock are purchased pursuant to Section 10 (a "Payroll
Purchase Date") or Section 11(b) (a "Dividend Purchase Date)."
5. Effective January 1, 1997, Section 2(r) of the Plan shall be
deleted and the following inserted in its place:
"(r) "Purchase Period" means any of the Company's
bimonthly payroll periods."
6. Effective May 15, 1998, Section 3 of the Plan shall be deleted
and the following inserted in its place:
"3. SCOPE OF THE PLAN. The maximum number of
shares of Common Stock which may be purchased under the Plan
shall be 425,529 (the original 100,000 shares as adjusted for
changes in capitalization pursuant to Section 14 plus an
additional 300,000 shares) as such number may be adjusted after
May 15, 1998 pursuant to Section 14. Subject to the provisions in
Section 16, the Plan will continue in effect until the maximum
number of shares of Common Stock (described in the preceding
sentence) have been purchased by Participants pursuant to the
Plan. Except as otherwise provided in the Plan, all purchases of
Common Stock pursuant to the Plan shall be subject to the same
terms, conditions, rights and privileges. The shares of Common
Stock acquired by the Custodian pursuant to the Plan shall be
acquired by the Custodian in open market purchases, purchases of
treasury stock from the Company or purchases of original issue
Common Stock from the Company as directed from time to time by
the Chairman of the Board or Vice Chairman of the Company."
7. Effective on and after the date hereof, the second sentence of
Section 4(b) of the Plan shall be deleted and the following inserted in its
place:
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"An Eligible Employee may elect to participate in
the Plan and to have any amount of Compensation withheld (from a
minimum of $10 per month to a maximum of $1,500 per month) by
signing an appropriate election form."
8. Effective on and after the date hereof, Section 6 of the Plan
shall be deleted and the following inserted in its place:
"5. GRANT OF OPTIONS. Subject to the provisions of
the Plan, as of each Payroll Purchase Date, the Participant shall
be deemed to have been granted an option to purchase as many
shares (including fractional shares) as the Participant will be
able to purchase at the price specified in Section 6 with the
payroll deductions credited to his Payroll Deduction Account
during the preceding Purchase Period. Notwithstanding the
preceding sentence, no Participant may obtain a right to purchase
shares of Common Stock under the Plan if such right would permit
the Participant to purchase stock under the Plan and under any
other employee stock purchase plan (if any) of the Company and
the Affiliates at a rate which exceeds $25,000 in Fair Market
Value (determined as of each Purchase Date) of the Common Stock
and other stock during any calendar year. If the purchases by all
Participants would otherwise cause the aggregate number of shares
of Common Stock to be sold under the Plan to exceed the number
specified in Section 3, each Participant shall be allocated a
ratable portion (determined by the ratio of the Participant's
payroll deduction to the total payroll deductions during the
applicable Purchase Period or the Participant's cash dividends
allocable or allocated with respect to a Dividend Purchase Date
to the total cash dividends allocable or allocated with respect
to such Dividend Purchase Date, as the case may be) of the
maximum number of shares of Common Stock which may be sold."
9. Effective on and after the date hereof, Section 6 of the Plan
shall be amended by inserting the word "Payroll" before the words "Purchase
Date" on the first line thereof.
10. Effective on and after the date hereof, Section 9 of the Plan
shall be amended by inserting the word "Payroll" before the words "Purchase
Date" on the fourth line thereof.
11. Effective January 1, 1997, Section 10(a) of the Plan shall be
deleted and the following inserted in its place:
"10. PURCHASE OF SHARES. (a) On or before the
fifth working day after the end of a Purchase Period, the Company
and its Affiliates will remit to the Custodian an amount equal to
(i) the Participants' aggregate payroll deductions during such
Purchase Period divided by (ii) .85. The Custodian then will
apply the funds to the purchase of shares of Common Stock. Stock
purchases from the remittance will be completed by the Custodian
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within thirty days following the remittance. Shares will be held
in the name of the Custodian, or its nominee, for the account of
the Plan."
12. Effective on and after the date hereof, the third sentence of
Section 10(b) of the Plan shall be deleted and the following inserted in its
place:
"The Custodian's records shall be confidential and
will not be disclosed to any person or entity except the Company
and except that a Participant shall be entitled to receive
information with respect to the Stock Purchase Account
established for such Participant."
13. Effective on and after the date hereof, the parenthetical in
the last sentence of Section 10(c) of the Plan shall be deleted and the
following inserted in its place:
"(determined by multiplying the number of
fractional shares by the average of the high and low reported
sales prices of the Common Stock for the trading day most
immediately preceding the date on which the Custodian receives
the Participant's request for distribution for which sales prices
are available from the principal trading market for the Common
Stock)."
14. Effective on and after the date hereof, Section 11(a) of the
Plan shall be amended by adding the words "or 11(b)" to the end thereof.
15. Effective on and after the date hereof, Section 11(b) of the
Plan shall be deleted and the following inserted in its place:
"(b) Subject to the provisions of the Plan, as of
each Dividend Purchase Date the Participant shall be deemed to
have been granted an option to purchase as many shares (including
fractional shares) as the Participant will be able to purchase at
a price equal to 85% of the Fair Market Value of such shares as
of the Dividend Purchase Date with the cash dividends allocable
or allocated (within 30 days prior to the Dividend Purchase Date)
to the Common Stock credited to the Participant's Stock Purchase
Account. As of each Dividend Purchase Date, the Participant shall
be deemed to exercise his option to purchase shares (including
fractional shares) with cash dividends allocable or allocated
(within 30 days prior to the Dividend Purchase Date) to the
Common Stock credited to the Participant's Stock Purchase
Account. Notwithstanding the previous two sentences, the deemed
grant of the option and deemed exercise of the option shall not
apply to Participants who are not Eligible Employees as of the
Dividend Purchase Date (hereinafter referred to as "Former
Participants"). On each dividend payment date, the Company shall
remit to the Custodian, in addition to the cash dividends being
paid, an amount equal to the product of (i) the aggregate cash
dividends being paid on such date with respect to shares held by
the
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Custodian or its nominee allocated or allocable to Participants
(excluding Former Participants) pursuant to the Plan and (ii) 15
/ 85. Such amount and all cash dividends paid by the Company with
respect to such shares on such date shall be used by the
Custodian to purchase shares of Common Stock pursuant to the
exercise of the options pursuant to this Section. The Custodian
will make such purchases within thirty days of the date such
funds are paid. The provisions of the Plan (including the limits
on rights to purchase stock under the Plan) shall apply to the
options granted pursuant to this Section. The Company will bear
all charges of the Custodian and all other costs in connection
with purchases under this Section as provided in Section 6 of the
Plan. Cash dividends with respect to shares credited to a Former
Participant's Stock Purchase Account will automatically be
reinvested by the Custodian to purchase additional shares of
Common Stock at Fair Market Value without the benefit of the
discount provided by the Plan."
16. Effective as of May 15, 1998, Section 17 of the Plan shall be
deleted and the following inserted in its place:
"17. GOVERNMENTAL REGULATIONS. All rights granted
or to be granted to Eligible Employees under this Plan are
expressly subject to all applicable laws and regulations and to
the approval of all governmental authorities required in
connection with the authorization, issuance, sale or transfer of
the shares of Common Stock under the Plan, including, without
limitation, there being an effective registration statement of
the Company under the Securities Act of 1933, as amended,
covering the shares of Common Stock purchasable on the Purchase
Date applicable to such shares, and if such a registration
statement shall not then be effective, the Purchase Date may be
delayed until the first business day after the effective date of
such registration statement."
17. This Amendment is conditioned upon obtaining the appropriate
approval by the stockholders of the Company and shall be submitted for approval
by the stockholders of the Company prior to May 15, 1999. If the Amendment is
not so approved prior to such date, the Company shall be deemed to have adopted
pursuant hereto, effective May 15, 1998, a nonqualified stock option plan which
will have the same provisions as the Plan except (1) the name of the plan will
be the "Resource Bancshares Mortgage Group, Inc. Nonqualified Stock Investment
Plan"; (2) the maximum number of shares which may be purchased under the plan
shall be 300,000 as such number may be adjusted after May 15, 1998 pursuant to
Section 14; (3) the provisions of the above contained Second Amendment set forth
in paragraphs 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 hereof
shall be included in the Resource Bancshares Mortgage Group, Inc. Nonqualified
Stock Investment Plan, except that the first sentence of the amendment to
Section 3 effected by paragraph 6 hereof shall not be included in such Plan and
the amendments to be effective on and after the date hereof shall not be
included in such Plan until November 30, 1998; and (4) Section 18(a) of the Plan
shall not be included in the Resource Bancshares Mortgage Group, Inc.
Nonqualified Stock Investment Plan.
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18. The Company reserves the right by action of the Board of
Directors to amend at any time any of the terms and provisions of this
Amendment. Except as expressly or by necessary implication amended hereby, the
Plan still continues in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officers as of the day and year first above
written.
RESOURCE BANCSHARES
MORTGAGE GROUP, INC.
By:
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[CORPORATE SEAL]
ATTEST:
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John W. Currie, Secretary
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