EXHIBIT 99
EMPLOYEE'S STOCK OPTION PLAN
(NON-QUALIFIED)
The following sets out the provisions of the new plan as adopted by the Bank's
Board of Directors:
1. PURPOSE. The purpose of the Plan is to advance the interests of Triad
Bank (the "Bank") and its shareholders by providing a means by which the Bank
will be able to attract and retain competent key employees (including officers
and directors who are employees) and provide such personnel with an opportunity
to participate in the increased value of the Bank which their effort,
initiative, and skill have helped produce.
2. SHARES COVERED BY PLAN. The number of shares of stock which may be
issued pursuant to options granted under the Plan will not exceed 145,000 shares
of the Bank's common stock (par value $2.50 per share), whether authorized and
unissued or whether issued and thereafter acquired by the Bank. If any options
granted under the Plan shall, for any reason other than the call of stock
appreciation rights, terminate or expire without having been exercised in full,
the stock not purchased under such options shall be available again for the
purposes of the Plan.
3. ADMINISTRATION.
(a) COMMITTEE. The Plan shall be administered by a Stock
Option Committee of Directors of the Bank ("Committee") to be appointed from
time to time by the Bank's Board of Directors and to consist of not less than
three members of the Board. Members of the Committee shall not be eligible to
participate in the Plan while serving on the Committee. No member of the
Committee shall be liable for any action or determination in respect thereto, if
made in good faith.
(b) GRANTS. The Committee, with the advice of the Bank's
Chief Executive Officer, shall make recommendations to the Board of Directors
regarding options to be granted under the Plan. Subject to the terms of the
Plan, the Board shall have full and final authority to determine the persons who
are to be granted options under the Plan and the number of shares subject to
each option, the option price, the form, terms and conditions of the options,
whether stock appreciation rights shall be issued in conjunction with such
options, and the time or times which each option becomes exercisable and the
duration of the exercise period, and to make such other determinations as may be
appropriate or necessary for the administration of the Plan. No person shall
receive options under this Plan on more than 30,000 shares.
(c) DECISIONS. The Committee shall select one of its members
as the Chairman, and shall hold its meetings at such times and places as it
shall deem advisable. At least one half of its members shall constitute a
quorum, and all determinations of the Committee shall be made by a majority of
its members who are present. Any recommendation reduced to writing and signed by
a majority of all the members shall be fully as effective as if made
a majority vote at a meeting duly called and held. The Committee may appoint a
Secretary, shall keep minutes of its meetings, and may make such rules and
regulations for the conduct of its business and for the carrying out of the Plan
as it shall deem appropriate.
(d) INTERPRETATION. The interpretation and construction by
the Board of any provisions of the Plan and of the options granted thereunder
shall be final and conclusive on all persons having any interest thereunder.
(e) ELIGIBLE PARTICIPANTS. Officers and key employees of the
Bank or a subsidiary shall be eligible to participate in the Plan. Non-employee
directors shall not be eligible.
4. OPTION PRICE. The purchase price under each option shall not be less
than the fair market value of the stock at the time of the grant of the option,
said fair market value to be determined in good faith at the time of grant of
such option by decision of the Committee.
5. TERMS OF OPTION. No option shall be granted for a term in excess of
five years from the date it is granted.
6. STOCK APPRECIATION RIGHTS.
(a) GRANT. In connection with an option right granted under
this Plan, stock appreciation rights may also be granted upon such terms and
conditions as the Board may prescribe. "Stock appreciation right" as used in
this Plan means a right to receive the excess, if any, of the fair market value
of a share of the Bank's common stock on the date on which an appreciation right
is exercised over the option price provided for in the related option right and
is issued in consideration of services performed for the Bank for its benefits
by the optionee.
(b) EXPIRATION OR TERMINATION OF STOCK
APPRECIATION RIGHTS.
(1) Each stock appreciation right and all rights
and obligations thereunder shall expire on a date to be determined by the Board,
such date, however, in no event to be later than five years from the date on
which the related option right was granted.
(2) A stock appreciation right shall terminate
and may no longer be exercised upon the termination of the related option right.
7. LIMITATION ON TRANSFER OF OPTIONS. The option (including any stock
appreciation right pertaining thereto) shall not be transferable except by will
or by the laws of descent and distribution, and, during the lifetime of the
person to whom the option is granted, only he or his guardian may exercise it.
8. EXERCISE OF OPTION. Each exercise of an option granted hereunder,
including the call of a stock appreciation right, whether in whole or in part,
shall be by written notice to the
President of the Bank designating the number of shares for which the option is
exercised, and, where stock is to be purchased pursuant to such exercise, shall
be accompanied by payment in full for the number of shares so designated.
9. TERMINATION OF OPTION. An option shall terminate and no rights
thereunder may be exercised if the person to whom it is granted ceased to be
employed whether by the Bank or by a subsidiary except that:
(a) EMPLOYMENT. If his employment is terminated by the Bank,
he may at any time within not more than three months after termination of his
employment, exercise his option rights but only to the extent that they are
exercisable by him on the date of termination of his employment; provided,
however that if his employment is terminated by the employee, or by the Bank for
deliberate, willful or gross misconduct as determined by the Board, all rights,
under this option shall terminate and expire upon termination; or
(b) DEATH. If he dies while in the employ of the Bank, or
within not more than three months after the termination of his employment by the
Bank without cause, his option rights may be exercised at any time within six
months following his death by the person or persons to whom his rights under the
option shall pass by will or by the laws of descent and distribution. Such
option rights may be exercised or called only to the extent exercisable or
callable on the date of termination or employment; provided further, however,
that in no event may any option rights be exercised by anyone after the
expiration of the term of the option.
10. LIMITATIONS ON EXERCISE OF OPTION RIGHTS.
(a) INSTALLMENTS. Options may be exercisable in whole or in
installments, as determined by the Board at the time the option is granted.
(b) MINIMUM NUMBER OF SHARES. The minimum number of shares
with respect to which option rights may be exercised in part at any time shall
be determined by the Board at the time the option is granted.
11. AMENDMENT, MODIFICATION AND TERMINATION OF PLAN. The Board of
Directors may terminate, amend or modify the Plan, at any time; provided,
however, that no such action of the Board of Directors, without approval of the
shareholders, may (a) increase the total number of shares of stock for which
options may be granted under the plan; (b) permit the granting of options to
anyone other than employees of the Bank or its subsidiaries; (c) decrease the
minimum option price; (d) increase the maximum option periods; (e) increase the
annual maximum per optionee; (f) withdraw the administration of the plan from
the Stock Option Committee; or (g) permit any person while a member of the
Committee to be eligible to receive or hold an option under the plan. No
amendment, modification or termination of the plan shall in any manner affect
any option
theretofore granted to an optionee under the plan without the consent of the
optionee.
Unless this plan shall have been previously terminated by the Board of
Directors, this Plan shall terminate on the date ten years next subsequent to
the date this Plan is approved by the Bank's shareholders, except as to stock
options and stock appreciation rights theretofore granted and outstanding under
the Plan at the date, and no stock options or stock appreciation rights shall be
granted after that date.
12. ADJUSTMENT IN SHARES COVERED BY PLAN. If any change is made in the
stock subject to the Plan, or subject to any option granted under the Plan,
through merger, consolidation, reorganization, recapitalization, stock dividend,
stock split, combination of shares, rights offerings, change in the corporate
structure of the Bank, or otherwise appropriate adjustment shall be made as to
the maximum number of shares and prices per share of stock subject to
outstanding options.
13. OTHER TERMS. Any option granted hereunder shall contain such other
and additional terms not inconsistent with the terms of this Plan, which are
deemed necessary or desirable by the Board of Directors, the Stock Option
Committee, or by legal counsel to the Bank.
14. EFFECTIVE DATE OF PLAN AND SHAREHOLDER APPROVAL. The effective date
of the Plan is January 13, 1989, the date of its approval by the Board. It was
approved by shareholders March 28, 1989 with subsequent amendments approved by
the shareholders on June 16, 1992 and December 8, 1993.