Exhibit 4.13
SBT BANKSHARES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement"), made this 17th
day of April, 1995, between SBT BANKSHARES, INC., a Colorado corporation,
(hereinafter called "the Corporation")and Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx,
Xxxx Xxxxxx, Xxxxxxx X. Xxxxxx and Xxxxxx X. Cadican (hereinafter individually
called the "Grantee" or collectively "Grantees").
WITNESSETH:
WHEREAS, the Corporation desires to grant stock options ("Options") to
purchase shares of the par value common stock of the Corporation ("Stock"), to
the directors and certain key employees of the Corporation or of State Bank and
Trust of Colorado Springs ("Bank,"), such key persons to be selected by the
Board of Directors from time to time; and
WHEREAS, the Grantees have been designated by the Board of Directors to
participate in the Agreement and thereby to acquire a proprietary interest in
the Corporation so that they shall have a further incentive for continuing their
association with the Corporation and increasing their efforts on its behalf.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants hereinafter set forth and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto hereby
agree as follows
1. Purpose. This Agreement is intended as an incentive and to encourage
ownership of Corporation Stock by Grantees. The Options granted pursuant to this
Agreement are intended as a separate incentive for the Grantees and not in
consideration for the Grantee's agreeing to reduce their salary or fee, to
forego any increase in salary or fee or to defer any amount of existing
compensation.
2. Administration of Plan.
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(a) The Corporation Board of Directors ("Board") shall,
subject to the provisions of this Agreement, have plenary authority in its
discretion to determine:
(i) the key employees of the Corporation or Bank and
other individuals to whom Options shall be granted which individual may
be added from time to time and when designated shall become a party to
and be subject to this Agreement;
(ii) the number of shares to be covered by each of
the Options;
(iii) the exercise price for shares subject to each
of the Options;
(iv) the time or times at which Options shall be
granted;
(v) the interruption of the Agreement; and
(vi) rules and regulations relating to the Agreement.
(b) A majority of the Board shall constitute a quorum, All
actions of the Board shall be taken by a majority of its members. All decisions,
determinations and interpretations of the Board shall be final and binding on
all Grantees and any other holders of Options granted under this Plan.
(c) The Board may, in its discretion, delegate its duties to
an Administrative Committee which shall include at least one member of the
Board.
(d) The Board or the Administrative Committee may delegate in
its discretion certain of its ministerial duties to any officer or employee, or
a committee composed of officers or employees of the Corporation but may not
delegate its authority to make the determinations specified in items (i) through
(vi) of Subsection (a) of this Section 2.
(e) Notwithstanding any other provision in this Subsection
(2), the Board shall not have the authority to change the terms and conditions
of the Options contained in this Agreement and shall have such authority in
regards to future Options granted pursuant to this Agreement.
3. Persons Eligible. Persons eligible to receive Options pursuant to
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this Agreement are: (1) key employees of the Corporation or Bank as determined
by the Board; (2) members of the Board or the Board of the Bank; and (3) any
other individuals, as may be determined by the Board, who are instrumental in
promoting the objectives of the Corporation or the Bank.
4. Establishment of Plan Ledger. The Board shall establish an
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appropriate record (hereinafter referred To as the "Plan Ledger") and thereafter
from time to time shall enter therein the name of each Grantee, the quantity of
Options granted to him by the Board, the exercise price for the Options granted,
the vesting status of the Options, and any other information deemed appropriate
for purposes of this Agreement.
5. Stock. The stock subject to Options shall be shares of the
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Corporation's authorized but unissued common stock or treasury stock. Subject to
the provisions of Section 10 of this Agreement, the aggregate number of options
for shares which may be issued under this Agreement shall not exceed a total of
20,000. The Corporation shall at all times during the term of this Agreement
reserve and keep available sufficient, unissued shares or issued shares which
have been reacquired by the Corporation to satisfy the requirements of this
Agreement.
If an Option should expire or become unexercisable for any reason
without having been exercised in full,the unpurchased Stock which were subject
to the Option shall, unless this Agreement shall have been terminated, become
available for other Options under this Agreement.
6. Establishment of Stock Options.
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(a) The Corporation hereby grants to the Grantee designated
below an Option to acquire the number of shares of Stock of Corporation after
the Vesting Date set forth on the terms and conditions hereinafter set forth at
the purchase price set forth in subsection (b) of this Section 6.
GRANTEE: Xxxx X. Xxxxxxx
NUMBER OF STOCK VESTING DATE OF OPTION
GRANTED PURSUANT TO OPTION
2500 December 31, 1994
500 December 31, 1995
500 December 31, 1996
500 December 31, 1997
500 December 31, 1998
500 December 31, 1999
GRANTEE: Xxxxx X. Xxxxxxx
NUMBER OF STOCK VESTING DATE OF OPTION
GRANTED PURSUANT TO OPTION
1250 December 31, 1994
500 December 31, 1995
500 December 31, 1996
500 December 31, 1997
500 December 31, 1998
500 December 31, 1999
GRANTEE: Xxxx Xxxxxx
NUMBER OF STOCK VESTING DATE OF OPTION
GRANTED PURSUANT TO OPTION
1250 December 31, 1994
500 December 31, 1995
500 December 31, 1996
500 December 31, 1997
500 December 31, 1998
500 December 31, 1999
GRANTEE: Xxxxxxx X. Xxxxxx
NUMBER OF STOCK VESTING DATE OF OPTION
GRANTED PURSUANT TO OPTION
1250 December 31, 1994
500 December 31, 1995
500 December 31, 1996
500 December 31, 1997
500 December 31, 1998
500 December 31, 1999
GRANTEE: Xxxxxx X. Xxxxxxx
NUMBER OF STOCK VESTING DATE OF OPTION
GRANTED PURSUANT TO OPTION
1250 December 31, 1994
500 December 31, 1995
500 December 31, 1996
500 December 31, 1997
500 December 31, 1998
500 December 31, 1999
(b) Option Price. The option price per share ("Option Price")
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shall be according to the following schedule and shall be payable in cash upon
the exercise' of the Option.
FOR STOCK VESTED ON: OPTION PRICE:
December 31, 1994-- $21.63
December 31, 1995-- $23.79
December 31, 1996-- $25.96
December 31, 1997-- $28.12
December 31, 1998-- $30.28
December 31, 1999-- $32.45
(c) Exercise Date. Options may be exercised at any time, or
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from time to time, after the date the Option has vested as provided in this
Section 6. This Agreement shall not be construed to require the option rights of
the Grantee to be exercisable in installments at fixed intervals. Grantees may
only exercise Options pursuant to the terms and conditions of this Agreement.
(d) Expiration. Notwithstanding any other provision of this
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Agreement an Option is not exercisable after the expiration of 10 years from the
date which the Option has vested as set forth in this Agreement or after the
occurrence of any one of the following events, whichever may be earlier:
Addendum 1
Addendum to page 3 item 6(a) and 6(b)
GRANTEE: Xxxxx Xxxxxxxx
NUMBER OF STOCK VESTING DATE OPTION
GRANTED PURSUANT TO OPTION OF OPTION PRICE
200 12/31/95 32.94
200 12/31/96 36.23
200 12/31/97 39.52
200 12/31/98 42.81
200 12/31/99 46.10
GRANTEE: Xxxxxxx Xxxxx
NUMBER OF STOCK VESTING DATE OPTION
GRANTED PURSUANT TO OPTION OF OPTION PRICE
200 12/31/95 32.94
200 12/31/96 36.23
200 12/31/97 39.52
200 12/31/98 42.81
200 12/31/99 46.10
GRANTEE: Xxxx Xxxxxxxx
NUMBER OF STOCK VESTING DATE OPTION
GRANTED PURSUANT TO OPTION OF OPTION PRICE
200 12/31/95 32.94
200 12/31/96 36.23
200 12/31/97 39.52
200 12/31/98 42.81
200 12/31/99 46.10
GRANTEE: Xxxxx X. Xxxxx
NUMBER OF STOCK VESTING DATE OPTION
GRANTED PURSUANT TO OPTION OF OPTION PRICE
200 12/31/95 46.19
200 12/31/96 50.81
200 12/31/97 55.43
200 12/31/98 60.05
200 12/31/99 64.67
(i) Termination of employment or association with
the Corporation or Bank, irrespective of whether the termination is voluntary or
otherwise, except that (1) in the case of Employees who are Grantees
("Employee-Grantees") termination shall not occur in the case of total and
permanent disability until the determination required in (iii) below shall have
been made; and (2) the Board shall have the discretion to permit exercise of the
Options after termination;
(ii) Retirement in accordance with the Corporation's
retirement policies;
(iii) In the case of an Employee-Grantee's, total
and permanent disability, which shall be determined by the Board of Directors,
after medical advice, and its
determination an any such question shall be in all respects final and
controlling. In the event of a determination of total and permanent
disability,the Employee-Grantee, or his legal representative, shall have the
right at any time within One Hundred Twenty (120) days after receipt of notice
of determination of total and permanent disability to exercise any Options
granted hereunder to the extent the Employee-Grantee could have exercised such
Option immediately before such determination pursuant to the provisions of
Paragraph 2,subject, however, to the condition that no Option shall be
exercisable after the expiration of the 10 year Option term stated in this
Agreement or as otherwise provided in this Paragraph (d); and
(iv) If the Grantee shall die during his employment
or association as a director with the Corporation or any of its subsidiaries,
and shall not have fully exercised any Option granted hereunder, the same may be
exercised at anytime within One Hundred Twenty (120) days of the
Employee-Grantee's death by the Employee-Grantee's personal representative,
beneficiary or legal heirs to the extent the Employee-Grantee could have
exercised such Option immediately before his death pursuant to the provisions of
Paragraph 2, subject however, to the condition that no Option shall be
exercisable after the expiration of the 10 year Option term stated in this
Agreement. The Option shall, be exercised only by the Grantee's transferee, who
shall be the person or persons entitled to the Option under the Grantee's will,
or, if he shall fail to make testamentary disposition of the Option, his legal
representative or legal heirs. Any transferee exercising the Option must furnish
the Corporation (i) written notice of his status as transferee; (ii) evidence
satisfactory to the Corporation to establish the validity of the transfer of the
Option, and compliance with any laws or regulations pertaining to said transfer,
and (iii) written acceptance by the transferee of the terms and conditions of
the Option as prescribed in this Agreement.
(v) As to any Grantee who serves as a Corporation or
Bank director, then 60 days after the Grantee ceases to serve as a director of
Corporation or Bank. A Grantee shall cease to serve as a director of the
Corporation or Bank if he resigns or is not re-elected to the Board of the
Corporation or the Bank. The provisions of this subsection shall not be
applicable if. (1) the Grantee continues to be employed as an officer of the
Corporation or Bank but is no longer a director; and he continues to serve in
such capacity; or (ii) the Grantee dies during his employment or association as
a director of the Corporation or Bark A Grantee shall not be entitled to any
Options under Section 6 unless he is serving as a director of the Corporation or
Bank on December '71 of each year. The 60 day period set forth herein does not
serve to extend a Grantee's service for the purpose of vesting additional
Options.
(e) Rights as Shareholder. Neither the Grantee nor any person
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claiming under or through him shall be or have any of the rights or privileges
of a shareholder of the Corporation in respect of any of the Stock issuable upon
the exercise of the Option, unless and until the date the Corporation shall have
received fall payment of the Option price required by Section 6(b) of this
Agreement.
(f) Additional Options. Subject to the provisions of this
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Agreement the, Board may hereby grant additional Options to purchase share of
the Corporation Stock to key employees. Additional Options may be granted to
Grantees at such times as the Board may deem appropriate in its discretion.
7. Vesting Requirements Forfeiture of Options. No Option shall be
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exercisable until it has vested. Options shall vest according to the schedule
set forth in Section 6(a). A Grantee's right to full enjoyment of options
transferred pursuant to this Agreement is conditioned upon the future
performance of substantial services by such Grantee as set forth in this
Agreement. If such Grantee is not employed by the Corporation or Bank at
December 31 of each year denoted in Section 6(a) for any reason other than
death, he shall forfeit, without any consideration, any Stock Option to the
Corporation which has not been vested as of the date of termination. Forfeiture
of Options an the death of a Grantee shall be governed in accordance with
Section 6(d)(iii). A Grantee who dies prior to December 31, but within 120 days
of such Vesting Date, shall not vest in any Options for the year of his death as
the Grantee shall not be deemed to be employed or associated with the Bank or
Corporation on December 31 by virtue of the 120 day period set forth in Section
6(d)(iii).
8. Notice of Exercise of Options. Options may be exercised by giving
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written notice to the Corporation specifying the number of shares of Stock to be
purchased. Any written notice to be given to the Corporation under the terms of
this Agreement shall be addressed to the Corporation, in care of its Secretary,
at the Corporation's then current address. Any written notice to be given to the
Grantee shall be addressed to the Grantee at the address hereinafter set forth
by the Grantee or as the Grantee may hereafter designate in writing. Any such
written notice shall be deemed to have been duly given if and when enclosed in a
properly sealed envelope, addressed as aforesaid, registered and deposited,
postage and registry fee prepaid, in a post office or branch post office
regularly maintained by the United States Government.
9. Limitation on Rights. Nothing contained in this Plan shall be
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construed to:
(a) Give any employee of the Corporation or any of its
subsidiaries any right to be granted any Options under the terms of this Plan
other than in the sole discretion of the Board of Directors.
(b) Limit in any way the right of the Corporation to terminate
a Grantee's employment or association with the Corporation or its subsidiaries
at any time; or
(c) Be evidence of any agreement or understanding, express or
implied- that the Corporation or its subsidiaries, will employ a Grantee in any
particular position or at any particular rate of remuneration.
10. Adjustment Provisions. The number of shares of Stock specified in
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Section 5 above,and/or price per share specified in Section 6(b) above, are
subject to appropriate adjustment, as provided in this Section 10.
(a) Subdivision or Consolidation of Stock. Subject to any
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required action by the Corporation's shareholders, the number of shares of Stock
covered by each outstanding Option, and the price per share thereof of each such
Option, shall be proportionately adjusted for any increase or decrease in the
number of issued shares of stock of the Corporation resulting from a subdivision
or consolidation of shares or any other increase or decrease in the number of
such shares effected without receipt of consideration by the Corporation.
(b) Merger, Consolidation, Liquidation or Other Form or
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Reorganization. If the Corporation shall be the surviving corporation in any
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merger or consolidation, each outstanding Option shall pertain to and apply to
the securities to which a holder of the number of shares of stock subject to the
Option would be entitled. If the Corporation is a party to a dissolution,
liquidation, merger, consolidation or other form of reorganization in which the
Corporation is not the surviving corporation, the Corporation shall provide the
surviving corporation with the option and right, at the surviving corporation's
election, to continue this Agreement in effect at the date of reorganization on
a basis by which each Option shall pertain and apply to the securities to which
a holder of the number of sham of stock subject to this Option would be entitled
to in the reorganization. If the surviving corporation shall not elect to
continue the Plan and this Agreement each outstanding Option shall terminate,
provided that the Grantee shall, in such event, have the right to exercise his
Options in whole or in pan immediately prior to such dissolution, liquidation,
merger, consolidation or other form of reorganization in which the Corporation
is not the surviving corporation. The preceding sentence shall apply to all the
Grantee's Options notwithstanding the fact that the Options have not fully
vested in accordance with Sections 6(a) and 7. In the event Grantee elects his
rights pursuant to this subsection, the price per share shall be the price set
forth in Section 6(b) as of the year-end preceding the election.
(c) Stock Sale of Fifty-One Percent (51%) of Corporation. If
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fifty-one percent (51%) of the Corporation Stock is sold, or substantially all
the assets of the Corporation are sold to another party in one transaction, each
outstanding Options(s) shall terminate, provided that the Grantee shall, in such
event, have the right to exercise his Options, in whole or in part, immediately
prior to the consummation of the Stock Purchase. The preceding sentence shall
apply to ail of the Grantee's Options notwithstanding the fact that the Options
were riot My vested. in accordance with Sections 6(a) and 7. Notwithstanding the
provisions of Section 6(b)regarding the Option Price, in the event of the sale
of fifty-one percent (5 1%) of the Corporation Stock, and the Grantee elects his
rights pursuant to this subsection, the price per share shall be the price set
forth in Section 6(b) as of the yew-end preceding the election.
(d) Change of Stock. In the event of a change in the Stock of
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the Corporation as presently constituted, which is limited to a change of all of
its authorized shares -with par value into the same number of shares with a
different par value or without par value, the shares resulting from any such
change shall be deemed to be the Stock within the meaning of this Agreement.
(e) Limitations. To the extent that the foregoing adjustments
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relate to Stock of the Corporation, such adjustments shall be made by the Board
of Directors, whose determination in that respect shall be final, binding and
conclusive. The Options granted pursuant to this Agreement shall not affect in
anyway the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate, or sell, or
transfer all or any part of its business or assets. Except as expressly provided
elsewhere in this Section 10, the Grantee shall have no rights by reason of the
Corporation undertaking any of the activities set forth in this Section.
11. Amendment or Termination of Agreement.
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(a) The Board may terminate this Agreement at any time.
(b) The Board may, in its sole discretion, amend this
Agreement at any time, except that without approval by a vote of the holders of
a majority of the outstanding shares of stock the aggregate number of shares
subject to Options which may be awarded to all Grantees may not be increased
except as provided in Section 10 hereof.
(c) Any amendment or termination of this Agreement shall not
affect the rights of Grantees or Beneficiaries under the Options vested at the
time of such amendment or termination.
12. Nontransferability. Except as otherwise provided herein, during
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the lifetime of the Grantee, the Options shall be exercisable only by him and
neither any Option nor any other right or privilege granted pursuant to this
Agreement shall be sold, transferred, pledged, assigned, hypothecated, or
otherwise disposed of in any manner (whether by operation of law or otherwise)
and shall not be subject to sale under execution, attachment or similar process.
Except as otherwise provided in this Agreement, any attempt, voluntarily or
otherwise, to transfer, assign, pledge, hypothecate or otherwise dispose of said
Options, or of any right or privilege conferred by this Agreement. or any
attempted sale under any execution, attachment or similar process upon the
rights and privileges conferred by this Agreement, shall in the discretion of
the Board, cause said Options and the rights and privileges conferred by this
Agreement to become null and void. No right or benefit hereunder shall in any
manner be liable for or subject to the debts, contracts, liabilities or torts of
the person entitled to such benefits. To the extent that Section 6(d)(iv) shall
be applicable upon the death of the Grantee, his personal representative,
beneficiaries and legal heirs shall be subject to the terms of this Agreement in
the same manner as the Grantee during his lifetime.
13. Shareholder Agreement. With the execution of this Agreement, each
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Grantee agrees to and affirms the provisions of the Corporation's Shareholders
Agreement dated April 14, 1994, and all shares transferred to the Grantee
pursuant to this Agreement shall be subject thereto. Each Employee shall execute
an execution page of said Shareholders Agreement prior to the issuance of any
Stock hereunder.
14. Stock Certificate Legend. To effectuate this Agreement, the
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Secretary of the Corporation shall affix the following legend on the face of
each certificate representing shares issued to the Grantees pursuant to this
Agreement:
"Ownership, encumbrance, pledge, assignment transfer or other
disposition of this certificate of stock or any shares issued
in lieu thereof, are subject to the restrictions contained in
the Stock Option Agreement April 17, 1995 and a Shareholders
Agreement dated April 14, 1994, a copy of which is on file in
the office of the Secretary of the Corporation."
15. Responsibility for Taxes. Grantee shall be solely responsible for
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all federal, state and local income taxes or other taxes payable as a result of
the issuance and receipt of stock, or subsequent dividends or other
distributions paid thereon. The Corporation shall furnish, an a timely basis,
all required information,returns and other data necessary to allow the Grantee
to file his tax return in a timely manner.
16. Dilution. Nothing contained in this Plan shall be construed to
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limit in any way any increase or other change in either the number of authorized
shares or issued shares. Any change in either the number of authorized shares or
issued shares shall be at the sale discretion of the Board. The Board shall also
have sole discretion to issue additional shares or do any other act or thing
necessary or proper to avoid dilution of the stock interests of Corporation
shareholders.
17. Shareholder Approval. The Grantee understands and agrees that the
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Agreement is subject to approval and ratification by a majority of the
Corporation's stockholders at the Annual Meeting of the Shareholders or a
Special Meeting called for the approval of the Agreement.
18. Issuance of New Certificates. Upon the termination of the
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Agreement, each Grantee shall surrender to the Corporation every certificate of
stock then owned by him, and the Corporation, in lieu thereof, shall issue to
each Employee new certificates for a number of shares, equal to the number
surrendered without the legend set forth in Section 14,
19. Non-Waiver. The waiver by either party of a breach of any provision
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of this Agreement by the other party shall not operate or be construed as a
waiver of any subsequent breach by the other party.
20. Arbitration. Any controversy or claim arising out of or relating to
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this Agreement, or the breach thereof, shall be settled by arbitration before a
single arbitrator. However, if the parties fail to agree upon an arbitrator,
then each shall select an arbitrator, the two arbitrators selected by the
parties shall select a third arbitrator, and all three arbitrators shall
arbitrate the controversy or claim. Arbitration shall be in Colorado Springs,
Color-ado, in accordance with the rules then in effect of the American
Arbitration Association, and judgment upon the award rendered by the arbitrator
or arbitrators, as the case may be,may be entered in any court having
jurisdiction thereof. The party against whom the arbitration decision is awarded
shall bear the costs of the arbitration, including the prevailing party's
reasonable attorney fees.
21. Controlling Law. This Agreement shall be subject to an construed in
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accordance with the laws of the State of Colorado.
22. Binding Agreement. Subject to the limitations on the
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transferability of the Option contained herein, this Agreement shall be binding
upon and inure to the benefit of the beneficiaries, heirs, legal
representatives, successors and assigns of the parties hereto.
23. Entire Agreement, Amendment. This Agreement states the entire
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agreement and understanding between the parties and supersedes all prior
understandings and agreements. No change or modification of this Agreement shall
be valid unless in writing and signed by the parties hereto.
24. Counterparts. This Agreement may be executed in any number of
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counterparts by signing any number of counterparts of execution pages hereof
with the same effect as if all parties to this Agreement had all signed the same
document All executed counterparts shall be construed together, and shall,
together with the text of this Agreement, constitute one and the same
instrument.
25. Construction of Language. The language used in this Agreement and
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all parts hereof shall be construed as a whole according to its fair meaning,
and neither strictly for nor against any party.
26. Captions and Headings. The section headings throughout this
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Agreement are for convenience of reference only and shall in no way be deemed to
define, limit, or -add to the meaning of any provision hereof.
27. Regulatory Compliance. Grantees acknowledge that regulatory
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agencies having jurisdiction over the Corporation or the Bank may impose
restrictions on the exercise of these Options or the share acquired by exercise
of the Options. Any right created under this Agreement shall be subject to any
regulatory restrictions and Corporation shall not be required to take any action
to obtain regulatory approval for the exercise of any rights tinder this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate, at Colorado Springs, Colorado, the day and year first above written.
"The Corporation"
SBT BANKSHARES, INC.
By: /s/Xxxxx X. Xxxxxxx, Secretary By: /s/Xxxx X. Xxxxxxx, President
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Xxxxx X. Xxxxxxx, Secretary Xxxx X. Xxxxxxx, President
"The Bank"
STATE BANK AND TRUST OF
COLORADO SPRINGS
By:/s/Xxxx X. Xxxxxxx, President
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Xxxx X. Xxxxxxx, President
"Grantee"
Xxxx X. Xxxxxxx
Street Address
City and State
"Grantee"
Xxxxx X. Xxxxxxx
Street Address
City and State
"Grantee"
Xxxx Xxxxxx
Street Address
City and State
"Grantee"
Xxxxxxx X. Xxxxxx
Street Address
City and State
"Grantee"
Xxxxxx X. Xxxxxxx
Street Address
City and State
