EXHIBIT 99
STOCK OPTION POLICY FOR NON-EMPLOYEE DIRECTORS
SECTION 1
DEFINITIONS
1.1 Agreement means a written agreement (including any amendment
or supplement thereto) between the Bank and a Participant
specifying the terms and conditions of an Option granted to
such Participant.
1.2 Associate Directors are those persons selected and
designated as such by the Board to be members of a local
Board in communities both inside and outside Greensboro in
which the Bank maintains one or more offices.
1.3 Bank means Triad Bank.
1.4 Board means the Board of Directors of the Bank.
1.5 Director means any non-employee member of the Bank's Board
of Directors.
1.6 Committee means the committee appointed by the Board to
administer the Policy pursuant to Section 3.
1.7 Common Stock means the common stock of the Bank ($2.50 par
value per share).
1.8 Fair Market Value means, on any given date, the average of
the closing quoted "bid" price and the closing quoted
"asked" price on the preceding business day as given by any
licensed market maker in the Common Stock, or, in the
discretion of the Board, the fair market value as determined
in good faith at the time of grant of such option by
decision of the Board.
1.9 Option means a stock option that entitles the holder to
purchase from the Bank a stated number of shares of Common
Stock at the price set forth in an Agreement.
1.10 Participant means a Director or Associate Director of the
Bank who satisfies the requirements of Section 4 and is
selected by the Committee to receive an Option.
1.11 Policy means the Triad Bank Stock Options Policy for
Non-Employee Directors as set forth herein.
SECTION 2
PURPOSES
This Policy is intended to assist the Bank in recruiting and retaining prominent
Directors and Associate Directors with ability and initiative and to reward such
Directors and Associate Directors
who contribute significantly to the Bank's long-term growth and profitability by
allowing them to participate in its success and to associate their interests
with those of the Bank. It is further intended that Options granted under the
Policy shall constitute non-qualified stock options. The proceeds received by
the Bank from the sale of Common Stock pursuant to the Policy shall be used for
general corporate purposes.
SECTION 3
ADMINISTRATION
The Policy shall be administered by the Board through its Committee, which shall
consist of not fewer than three members of the Board to be selected by the Board
from time to time. The Committee shall have authority (subject to Board approval
and ratification) to grant Options upon such terms (not inconsistent with the
provisions of the Policy) as it may consider appropriate, in accordance with
Section 6. Such terms may include conditions (in addition to those contained in
the Policy) upon the exercisability of all or any part of an Option.
Notwithstanding any such conditions, the Committee may accelerate the time at
which any Option may be exercised. In addition, the Committee shall interpret
all provisions of the Policy; draft the form of Agreements; adopt, amend, and
rescind rules and regulations pertaining to the administration of the Policy;
and make other determinations necessary or advisable for the administration of
the Policy. However, the express grant in the Policy of any specific power to
the Committee shall not be construed as limiting the power or authority of the
Board which shall have authority and control over all Committee actions. No
member of the Committee shall be liable for any act done in good faith with
respect to the Policy, any Agreement or Option. All expenses of administering
the Policy shall be borne by the Bank.
SECTION 4
ELIGIBILITY
All Non-Employee Directors and Associate Directors of the Bank who, in the
judgment of the Committee, have contributed or can be expected to contribute to
the profits or growth of the Bank may be granted one or more Options.
SECTION 5
STOCK SUBJECT TO OPTIONS
Upon the exercise of any Option, the Bank may deliver to the Participant
authorized but unissued capital stock. The maximum aggregate number of shares of
Common Stock that may be issued pursuant to Options granted under the Policy is
60,000 subject to adjustment as provided in Section 11. If an Option expires or
is terminated, in whole or in part, for any reason other than its exercise, the
number of shares of Common Stock allocated to the
Option or portion thereof may be reallocated to other Options to be granted
under the Policy.
SECTION 6
GRANTING OF OPTIONS
6.01 Grants. On recommendation by the Committee, the Board may
grant Options and authorize the Bank to enter into Stock
Option Agreements with Directors and Associate Directors as
follows:
(a) Each current Non-Employee Director shall be
granted options to purchase up to 300 shares of
Common Stock for each completed full year of
past service as a Director through 1992;
provided, however, that the maximum number of
such shares to be granted under this
subparagraph (a) to any one Director shall not
exceed 3,000 and such grants shall be made upon
the effective date of this policy;
(b) Each current Associate Director shall be granted
options to purchase up to 100 shares of Common
Stock for each completed full year of past
service as an Associate Director through 1992;
provided, however, that the maximum number of
such shares to be granted under this
subparagraph (b) to any one Associate Director
shall not exceed 500 and such grants shall be
made upon the effective date of this policy;
(c) In addition, each Non-Employee Director shall be
granted options to purchase up to 300 shares of
Common Stock for each of the next five (5)
calendar years after 1992, in which the Bank
attains certain Board-adopted goals, including
deposit growth, profits for such calendar year,
operating ratios, and other criteria as
established by the Board and subject to the
Director attaining 75% attendance at all Board
and Committee Meetings during the year.
(d) In addition, each Associate Director shall be
granted options to purchase up to 100 shares of
Common Stock for each of the next five (5)
calendar years after 1992 in which the Bank
attains its Board-adopted goals including
deposit growth, profits for such calendar year,
operating ratios, and other criteria as
established by the Board and subject to the
Associate Director attaining 75% attendance at
all Board and Committee Meetings during the
year.
6.02 Generally. The Committee may recommend the granting of
additional Options to Directors or Associate Directors of a
specified number of shares of the Bank's Common Stock, which
shall be subject to approval and ratification by the Bank's
Board of Directors. The granting of additional Options and
the specified number of such shares of Common Stock under
the Option shall be based on the attainment of certain
corporate goals, individual achievements and efforts, and
other criteria as determined by the Committee, including (i)
the Bank's growth in assets and profitability, (ii)
individual Directors' or Associate Directors' attendance at
regularly scheduled meetings, and (iii) other factors as the
Committee or Board may deem appropriate from time to time.
From time to time, the Committee shall evaluate the
attainment of the Bank's profitability and growth, and the
individual performance of each Director's and Associate
Director's achievements in enhancing the growth of the Bank.
The Committee shall then determine the number of additional
options to be granted (if any) to each eligible Director or
Associate Director and make such recommendations to the
Board for its approval.
SECTION 7
MAXIMUM NUMBER
The maximum aggregate number of shares (as adjusted pursuant to Section
11) shall not exceed 60,000 shares of Common Stock. Furthermore, the
maximum number of shares of Common Stock to be optioned under this
policy to any one Non-Employee Director may not exceed 5,000 shares, or
to any one Associate Director may not exceed 2,000 shares, subject to
adjustment provided in Section 11.
SECTION 8
OPTION PRICE
The price per share for Common Stock purchased by the exercise of any
Option granted under the Policy shall be the Fair Market Value per share
on the date the option was approved by the Board.
SECTION 9
EXERCISE OF OPTIONS
9.01 Non-transferability. Any Option granted under the Policy
shall be nontransferable except upon death by will or by the
laws of descent and distribution. During the lifetime of the
Participant to whom the Option is granted, the Option may be
exercised only by the
Participant. No right or interest of a Participant in
any Option shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.
9.02 Acceleration of Exercise of Options. In the event of a
merger, consolidation, or change in control of the Bank, the
Committee, with the approval of the Board, may accelerate
the granting of any unissued Options up to a maximum per
Director or Associate Director (as provided in Section 6)
within 30 days of such event.
9.03 Termination of a Directorship. (a) In the event of the
death, disability, retirement, or non-reelection of a
Director, any outstanding Options of that Director must be
exercised by such Participant or the personal representative
of his estate within 120 days of such event or they will
then lapse and become null and void, or (b) If a Director is
terminated for "Cause", including but not limited to
divulging trade secrets or customer lists, association with
a competitive financial institution, fraud, embezzlement, or
other reason which the Directors determine in the best
interest of the Bank, such termination shall render any
Options outstanding under this Policy immediately null,
void, and non-exercisable.
SECTION 10
METHOD OF EXERCISE
10.01 Exercise. Subject to the provisions of Sections 9, 10 and
15, an Option may be exercised in whole at any time or in
part from time to time at such times and in compliance with
such requirements as the Committee, with the approval of the
Board, shall determine. An Option granted under the Policy
may be exercised with respect to any number of whole shares
less than the full number for which the Option could be
exercised. Such partial exercise of an Option shall not
affect the Option as to the remaining shares subject to the
Option. The exercise of an Option shall result in the
termination of the Option to the extent of the number of
shares with respect to which the Option is exercised.
10.02 Payment. Unless otherwise provided by the Agreement, payment
of the option price shall be made in full at the time of
exercise.
10.03 Shareholder Rights. No Participant shall, as a result of
receiving any Option, have any rights as a shareholder until
the date he exercises such Option and pays for the stock in
full.
SECTION 11
ADJUSTMENT UPON CHANGE IN COMMON STOCK
Should the Bank effect one or more stock dividends, stock splits, subdivisions
or consolidations of shares, recapitalization of shares, or other similar
changes in capitalization, the maximum number of shares as to which Options may
be granted under the Policy shall be proportionately adjusted and the Options
previously granted shall be adjusted as the Committee shall determine to be
equitably required. Any determination made under this Section 11 by the
Committee and approved and ratified by the Board shall be final and conclusive.
SECTION 12
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Option shall be exercisable, no Common Stock shall be issued, no certificates
for shares of Common Stock shall be delivered, and no payment shall be made
under the Policy except in compliance with all applicable federal and state laws
and rules of all domestic stock exchanges or over-the-counter markets on which
the Bank's shares may be listed. The Bank shall have the right to rely on the
opinion of its counsel as to such compliance. Any share certificate issued to
evidence Common Stock for which an Option is exercised may bear such legends and
statements as the Committee may deem advisable or desirable. No Option shall be
exercisable, no Common Stock shall be issued, no certificate for shares shall be
delivered, and no payment shall be made under the Policy until the Bank has
obtained such consent or approval as the Committee and the Board may deem
advisable from regulatory bodies having jurisdiction over such matters.
SECTION 13
GENERAL PROVISIONS
13.01 Effect on Employment. Neither the adoption of the Policy,
its operation, nor any documents describing or referring to
the Policy (or any part thereof) shall confer on any
Director or Associate Director any right to continue in the
Directorship of the Bank or in any way affect any right and
power of the Board to terminate the Directorship of any
Director or Associate Director at any time with or without
assigning a reason therefor.
13.02 Unfunded Policy. The Policy, insofar as it provides for
grants, shall be unfunded, and the Bank shall not be
required to segregate any assets that may at any time be
represented by grants under the Policy. Any liability of the
Bank to any person with respect to any grant under the
Policy shall be based solely upon any contractual
obligations that may be created pursuant to the Agreement.
No such obligation of the Bank shall be
deemed to be secured by any pledge of, or encumbrance on,
any property of the Bank.
13.03 Rules of Construction. Headings are given to the Sections of
the Policy solely as a convenience to facilitate reference.
The reference to any statute, regulation, or other provision
of law shall be construed to refer to any amendment to or
successor of such provision of law.
SECTION 14
AMENDMENT
The Board may amend or terminate the Policy from time to time; provided,
however, that no amendment may become effective until shareholder approval is
obtained if the amendment (i) increases the aggregate number of shares that may
be issued under Options or (ii) changes the class of Directors eligible to
become Participants. No amendment shall, without a Participant's consent,
adversely affect any rights of such Participant under any Option outstanding at
the time such amendment is made.
SECTION 15
DURATION OF POLICY
No Option may be granted after March 31, 1998, or exercised after December 31,
1998.
SECTION 16
EFFECTIVE DATE OF POLICY
Options may be granted under the Policy upon its adoption by the Board and
approval at a duly held shareholders' meeting by shareholders holding a majority
of the Bank's outstanding voting stock within twelve months of such adoption by
the Board. This Policy was approved by the Board of Directors on February 16,
1993, subject to the Policy being approved by the shareholders as provided
herein.