EXHIBIT 99.1
NATIONSBANK CORPORATION
1996 Associates Stock Option Award Plan
NATIONSBANK CORPORATION
1996 Associates Stock Option Award Plan
1. Name and Purpose:
This plan shall be known as the "NationsBank Corporation 1996 Associates
Stock Option Award Plan" (the "Plan"). The Plan is intended to advance the
interests of NationsBank Corporation (the "Corporation") and its Subsidiary
Corporations by giving substantially all of their employees a stake in the
Corporation's future growth, thereby improving such employees' long-term
incentives and aligning their interests with those of the Corporation's
shareholders. For purposes of the Plan, "Subsidiary Corporation" means any
corporation at least eighty percent (80%) of whose outstanding voting and
nonvoting capital stock is owned, directly or indirectly, by the Corporation.
The Corporation and its Subsidiary Corporations are hereinafter referred to
individually as a "Participating Employer" and collectively as the
"Participating Employers."
2. Shares Available for Options:
The aggregate number of shares of the Corporation's Common Stock
("Common Stock") which may be issued and sold pursuant to options granted under
the Plan (the "Options") shall not exceed twenty million (20,000,000), subject
to adjustment or substitution as provided in Paragraph 14. Any shares of Common
Stock covered by an Option that lapses, expires, terminates or is canceled shall
remain available for issuance pursuant to Options granted under the Plan.
3. Administration:
The Corporate Benefits Committee of the Corporation (the "Committee")
shall be responsible for administering the Plan, including the exercise of
Options. The Committee shall have all powers necessary to enable it to properly
carry out its duties under the Plan. Not in limitation of the foregoing, the
Committee shall have the power to construe and interpret the Plan and to
determine all questions that shall arise thereunder. The Committee shall have
such other and further specified duties, powers, authority and discretion as are
elsewhere in the Plan either expressly or by necessary implication conferred
upon it. The Committee may appoint such agents, who need not be members of the
Committee, as it may deem necessary for the effective performance of its duties,
and may delegate to such agents such powers and duties, whether ministerial or
discretionary, as the Committee may deem expedient or appropriate. The decision
of the Committee upon all matters within the scope of its authority shall be
final and conclusive on all persons, except to the extent otherwise provided by
law.
4. Eligibility:
(a) An Option may be granted on a "Grant Date" (as defined in
Paragraph 5) only to an employee (hereinafter sometimes referred to as
an "associate") who is an Eligible Associate with respect to the Grant
Date. For the July 1, 1996 Grant Date, the term "Eligible Associate"
means an employee of a Participating Employer who is "benefits eligible"
(as defined below) and who is actively employed on July 1, 1996 in any
one of the following positions:
(i) Vice President;
(ii) Assistant Vice President;
(iii) Officer below the level of Assistant Vice President;
(iv) Full-time associate who is not an officer; and
(v) Part-time associate who is not an officer.
For the July 1, 1997, July 1, 1998 and July 1, 1999 Grant Dates, the
term "Eligible Associate" means an employee of a Participating Employer
who is benefits eligible and who is actively employed on the applicable
Grant Date in any one of the positions set forth above and, in addition,
who either (1) has not previously been granted an Option under the Plan
or (2) has previously been granted an Option under the Plan but the
Option was forfeited or terminated without having been exercised to any
extent.
(b) The term "Eligible Associate" shall not include any associate
who has previously been granted an equity award under the NationsBank
Corporation Key Employee Stock Plan or who on the applicable Grant Date
is employed by a Participating Employer on a temporary, seasonal or
other short-term basis. An associate who on a Grant Date is on an
authorized leave of absence from a Participating Employer, including
without limitation a leave of absence due to a short-term disability,
shall be considered an Eligible Associate for purposes hereof if the
associate otherwise qualifies as an Eligible Associate; provided,
however, that a former associate who on a Grant Date is entitled to
receive benefits under a long-term disability plan maintained by the
Participating Employers shall not be considered an Eligible Associate
for purposes hereof.
(c) For purposes of the Plan, the term "benefits eligible" means,
with respect to an associate on a Grant Date, eligible to participate in
the welfare benefit plans of such associate's Participating Employer on
the applicable Grant Date without regard to any waiting period under
such plans and without regard to whether such associate has elected to
participate in such plans.
(d) With respect to an associate who is in the process of
changing job status or position with the Participating Employers on a
Grant Date, the Committee shall have final authority to determine
whether such associate is an Eligible Associate with respect to such
Grant Date for purposes of the Plan. With respect to business units of
the Participating Employers which do not use officer titles in
connection with designating positions or which use different officer
titles than those described in subparagraph (a), the Committee shall
have final authority to determine which associates of such business
units constitute Eligible Associates for purposes of the Plan based on
the job grade, job responsibilities and salary rates assigned to such
positions.
(e) Notwithstanding any provision of the Plan to the contrary,
the Committee may in its sole discretion exclude in advance of a Grant
Date the employees of any business unit or any other group of employees
of a Participating Employer from being eligible to receive any awards
under the Plan with respect to such Grant Date.
5. Granting of Options:
Subject to the provisions of this Paragraph 5, each Eligible Associate
with respect to a Grant Date shall be granted on the Grant Date an Option to
purchase that number of shares of Common Stock shown opposite such Eligible
Associate's position with the Participating Employers on the Grant Date in the
following table:
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Number Of Shares Covered By Option
Position On For A Grant Date
The Grant Date 07/01/96 07/01/97 07/01/98 07/01/99
Vice President ..................... 500 400 300 200
Assistant Vice President ........... 400 320 240 160
Officer below the level of
Assistant Vice President ...... 250 200 150 100
Full-time associate
who is not an officer ......... 250 200 150 100
Part-time associate
who is not an officer ......... 100 80 60 40
Notwithstanding any provision of the Plan to the contrary, no Eligible Associate
shall be granted more than one Option on a given Grant Date, regardless of
whether on a Grant Date such Eligible Associate is employed by more than one
Participating Employer. With respect to an associate who the Committee has
determined to be an Eligible Associate pursuant to Paragraph 4(d), the Committee
shall have final authority to determine the number of shares to be covered by
such Eligible Associate's Option in accordance with the foregoing table. Any
change in an Eligible Associate's job status or position with the Participating
Employers after a Grant Date shall not affect the grant of an Option to such
Eligible Associate or any rights thereunder except as otherwise expressly
provided in the Plan. In addition, notwithstanding any provision of the Plan to
the contrary, if during the period from July 2, 1996 through the close of
business on June 30, 1999 the Closing Price of the Common Stock equals or
exceeds $120 (subject to adjustment pursuant to Paragraph 14) for at least ten
(10) consecutive trading days, then no Options shall be granted on any Grant
Dates that occur after the tenth (10th) such consecutive trading day.
6. Option Exercise Price:
The option exercise price for each share of Common Stock covered by an
Option shall be the "Closing Price" (as defined below) thereof on the applicable
Grant Date; provided, however, that the option exercise price for the July 1,
1997, July 1, 1998 and July 1, 1999 Grant Dates shall be the greater of the
Closing Price of the Common Stock on such Grant Date or the Closing Price of the
Common Stock on the July 1, 1996 Grant Date. "Closing Price" of the Common Stock
as of a given date shall mean the closing per share price of the Common Stock on
that date as reported in The Wall Street Journal (Eastern Edition) report of New
York Stock Exchange composite transactions (or, if no sale of such Common Stock
shall have been made on the New York Stock Exchange on that date, then on the
last previous trading day on which a sale was reported).
7. Term of Options:
All unexercised Options shall lapse and all rights of the optionees
thereunder shall terminate at the close of business on June 29, 2001 (unless
earlier terminated pursuant to the provisions of Paragraph 8 and subject to the
provisions of Paragraph 16).
8. Vesting and Exercisability of Options:
(a) If an optionee is employed by a Participating Employer on
July 1, 2000, such optionee's Option shall become fully (100%) vested on
such date. Options shall become vested prior to July 1, 2000 only as
provided in subparagraphs (b) and (d) of this Paragraph 8, Paragraph 14
or Paragraph 19. All vested Options shall be exercisable in the manner
set forth in Paragraph 9 below. If an Option is exercised, it must be
exercised to the
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fullest extent then exercisable (i.e., with respect to all of the shares
of Common Stock covered by the Option to the extent vested).
(b) If after an Option is granted the Closing Price of the Common
Stock equals or exceeds $100 (subject to adjustment pursuant to
Paragraph 14) for at least ten (10) consecutive trading days prior to
July 1, 2000, then the Option shall become fifty percent (50%) vested on
the tenth (10th) such consecutive trading day. If the Closing Price of
the Common Stock equals or exceeds $120 (subject to adjustment pursuant
to Paragraph 14) for at least ten (10) consecutive trading days prior to
July 1, 2000, then the Option shall become fully (100%) vested on the
tenth (10th) such consecutive trading day. Notwithstanding the
foregoing, if the Closing Price of the Common Stock equals or exceeds
$100 (subject to adjustment pursuant to Paragraph 14) for at least ten
(10) consecutive trading days at any time prior to a Grant Date, any
Options granted on that Grant Date shall not be vested to any extent
when granted, but instead shall vest as follows: if the Closing Price of
the Common Stock equals or exceeds $120 (subject to adjustment pursuant
to Paragraph 14) for at least ten (10) consecutive trading days prior to
July 1, 2000, then the Option shall become fully (100%) vested on the
tenth (10th) such consecutive trading day.
(c) If prior to becoming fully vested an optionee's employment
with the Participating Employers shall terminate for any reason other
than by reason of such optionee's retirement, disability or death, then
any Option held by such optionee at the time of such termination of
employment, and all rights of the optionee thereunder, shall terminate
to the extent not vested effective as of the date of such optionee's
termination of employment. To the extent the Option is vested, the
optionee may exercise the Option in the manner described in Paragraph 9
below at any time prior to the earlier of (i) the close of business on
the ninetieth (90th) day after the date of such termination of
employment or (ii) July 1, 2001.
(d) If prior to becoming fully vested an optionee's employment
with the Participating Employers shall terminate by reason of such
optionee's retirement, disability or death, then any Option held by such
optionee on the date of such termination of employment shall become
fully (100%) vested, and the optionee may exercise the Option in full
(to the extent not previously exercised) in the manner described in
Paragraph 9 below at any time prior to the earlier of (i) the close of
business on the ninetieth (90th) day after the date of such termination
of employment or (ii) July 1, 2001.
(e) Notwithstanding any provision of the Plan to the contrary, an
Option may not be exercised prior to January 1, 1997. In the case of a
termination of employment prior to January 1, 1997, the ninety (90) day
period set forth in subparagraphs (c) and (d) above shall commence on
January 1, 1997 and end at the close of business on March 31, 1997.
(f) If an Option is exercisable to any extent following an
optionee's termination of employment as provided in subparagraphs (c)
and (d) above, then (i) if the Option is not exercised prior to the end
of the applicable post-termination exercise period, then the Option and
all rights of the optionee thereunder shall terminate effective as of
the end of said period, and (ii) if the optionee returns to employment
during the post-termination exercise period, then the Option shall
continue to be exercisable to the extent vested during such period, but
the Option shall not thereafter be restored for any reason.
(g) For purposes of this Paragraph 8, "retirement" means the
termination of employment with the Participating Employers other than by
reason of death after the associate has (i) attained at least age fifty
(50), (ii) completed at least fifteen (15) years of "vesting service"
under The NationsBank Pension Plan (or any successor thereto) and (iii)
attained
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a combined age and year of "vesting service" equal to at least
seventy-five (75); and "disability" means "disability" as defined from
time to time under any long-term disability plan of an optionee's
Participating Employer. In the event of an optionee's death, such
optionee's Option shall be exercisable, to the extent herein provided,
by any person that may be empowered to do so under such optionee's will,
or if the optionee shall fail to make a testamentary disposition of said
Option or shall die intestate, by such optionee's executor or other
legal representative.
(h) For purposes of the Plan and notwithstanding any provision of
the Plan to the contrary, an optionee shall not be deemed to have
terminated employment with the Participating Employers (i) during the
period such optionee is on an authorized leave of absence granted by a
Participating Employer or (ii) as the result of such optionee's transfer
of employment between or among Participating Employers or such
optionee's change of position or responsibilities within the same
Participating Employer.
(i) Notwithstanding any provision of the Plan to the contrary,
the Committee may establish from time to time procedures for restricting
the exercisability of Options on any given day as the result of
excessive volume of exercise requests or any other problem in the
established system for processing Option exercise requests.
(j) Notwithstanding any provision of the Plan to the contrary,
the Committee in its discretion may determine whether an optionee has
terminated employment with the Participating Employers for purposes of
the Plan in the event the optionee transfers employment to a business
entity in which a Participating Employer has an ownership interest but
which is not a Subsidiary Corporation.
9. Manner of Exercise:
(a) An Option shall be exercised as hereinafter provided in this
Paragraph 9 by delivering written notice to the Committee at such
address and on such forms as shall be designated by the Committee from
time to time or pursuant to such other procedures that may be
established by the Committee from time to time for the exercise of
Options.
(b) An Option shall be exercised by either a "cash exercise
method" (sometimes referred to as the "Buy Method") or a "cashless
exercise method" (sometimes referred to as the "Buy/Sell Method" or the
"Buy/Sell/Hold Method" depending on whether cash or shares of Common
Stock are received). For purposes hereof, a "cash exercise method" means
a method whereby the optionee pays the option exercise price for the
shares subject to an Option (along with any required withholding taxes
and other related expenses) simultaneously with the delivery of the
notice of exercise described above, and such optionee is thereafter
issued the number of shares so purchased. For purposes hereof, a
"cashless exercise method" means a method permitted under the provisions
of Regulation T issued by the Board of Governors of the Federal Reserve
System and under which an optionee shall receive in cash or shares of
Common Stock (depending on whether the optionee elects the Buy/Sell
Method or the Buy/Sell/Hold Method) the net appreciation on the shares
covered by such optionee's Option, less required withholding taxes,
broker's commissions and other related expenses, if any. The Committee
shall have the authority to establish procedures under either method,
including without limitation the designation of the brokerage firm or
firms through which cashless exercises shall be effected.
(c) Under either method, the option exercise price shall be paid
in full at the time of exercise in U.S. dollars, and the Corporation
shall require the optionee to pay the Corporation in U.S. dollars at the
time of exercise (i) the amount of tax required to be withheld by the
Corporation under applicable foreign, federal, state and local
withholding tax laws and
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(ii) the amount necessary to cover brokers' commissions and other
related expenses (if any).
(d) Except as provided in Paragraph 8 above, an optionee must be
an employee of the Participating Employers at the time of exercise of an
Option.
10. Nontransferability:
No Option shall be transferable by an optionee other than by will or by
the laws of descent and distribution. During an optionee's lifetime, the Option
shall be exercisable only by the optionee, provided that in the event an
optionee is incapacitated and unable to exercise such optionee's Option, such
optionee's legal guardian or legal representative whom the Committee deems
appropriate based on all applicable facts and circumstances may exercise such
optionee's Option in accordance with the provisions of the Plan. Any purported
transfer of any Option shall be null and void except as otherwise provided by
this Paragraph 10.
11. No Rights:
An optionee shall have no rights or interests in any Option except as
set forth in the Plan. The Plan does not confer upon any person any right with
respect to the continuation of employment by the Participating Employers nor
does it limit in any way the right of a Participating Employer to terminate
employment at any time. An optionee shall have no rights as a shareholder of the
Corporation with respect to the shares of Common Stock covered by an Option
except to the extent that shares are issued to such optionee upon the due
exercise of the Option.
12. Compliance with the Law and Other Conditions:
No shares of Common Stock shall be issued pursuant to the exercise of
any Option prior to compliance by the Participating Employers, to the
satisfaction of their counsel, with all applicable laws.
13. Foreign Employees:
Notwithstanding any provision of the Plan to the contrary, in order to
foster and promote achievement of the purposes of the Plan or to comply with
provisions of laws in other countries in which the Participating Employers
operate or have employees, the Committee, in its sole discretion, shall have the
power and authority to (i) determine which associates employed outside the
United States are eligible to participate in the Plan as Eligible Associates,
(ii) modify the terms and conditions of any Options granted to Eligible
Associates who are employed outside the United States and (iii) establish
subplans, modified Option exercise procedures and other terms and procedures to
the extent such actions may be necessary or advisable.
14. Adjustments Upon Changes in Capitalization:
(a) In the event that the outstanding shares of Common Stock
shall be changed into or exchanged for a different number or kind of
shares of stock or other securities of the Corporation or any other
corporation, whether through reorganization, recapitalization, stock
dividend, stock split, combination of shares, reclassification of the
Common Stock, merger or consolidation, then the Option rights (including
without limitation the number and kind of shares reserved for issuance
under this Plan or covered by any Option, the schedule for the number of
shares of Common Stock to be covered by Options set forth in Paragraph 5
and the option exercise price for any Option) shall be appropriately
adjusted by the Committee. Comparable adjustments shall be made for each
subsequent such change or exchange of Common Stock or any stock or other
securities into which such Common Stock shall have been changed or
exchanged.
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(b) As of the effective date of any liquidation or dissolution of
the Corporation, all unexercised Options, and all rights thereunder,
shall terminate; provided, however, that in the event of a liquidation
or dissolution of the Corporation after December 31, 1996 and prior to
July 1, 2000, then, notwithstanding any provision of the Plan to the
contrary, all Options shall become fully vested and exercisable during
the thirty (30) day period immediately preceding the effective date of
said liquidation or dissolution.
(c) The foregoing adjustments and the manner of application of
the foregoing provisions shall be determined by the Committee in its
sole discretion. Any such adjustment may provide for the elimination of
any fractional share which might otherwise become subject to an Option.
15. Use of Proceeds:
The proceeds from the sale of Common Stock pursuant to the Options shall
constitute general funds of the Corporation.
16. Amendment, Modification and Termination of the Plan:
The Board of Directors of the Corporation may terminate, amend or modify
the Plan any time (including without limitation extend the term of outstanding
Options beyond June 29, 2001), provided that no amendment, modification or
termination of the Plan shall in any manner adversely affect an Option
outstanding under the Plan without the consent of the optionee, or such
optionee's successors as hereinbefore described in Paragraph 8.
17. Effectiveness of the Plan:
The Plan shall become effective July 1, 1996.
18. Indemnification:
To the extent permitted by applicable federal and state law, the
Participating Employers shall indemnify and hold harmless each of the members of
the Committee and each employee of a Participating Employer acting pursuant to
the direction of the Committee from and against any and all liability claims,
demands, costs and expenses (including the costs and expenses of attorneys
incurred in connection with the investigation or defense of claims) in any
manner connected with or arising out of any actions or inactions in connection
with the administration of the Plan except for any such actions or inactions
which are not in good faith or which constitute willful misconduct.
19. Change of Control:
In the event of a Change of Control of the Corporation prior to July 1,
2000, all outstanding Options shall become immediately fully vested and
exercisable notwithstanding any provision of the Plan to the contrary but
subject to the provisions of Paragraph 8(e). Following a Change of Control, (i)
the surviving corporation or entity shall continue to be bound by the terms and
provisions of the Plan and (ii) all unexercised Options shall remain fully
vested and exercisable in accordance with the provisions of the Plan subject to
any adjustment described in Paragraph 14. For purposes hereof, "Change of
Control" means, and shall be deemed to have occurred upon, any of the following
events:
(A) The acquisition by any person, individual, entity or "group"
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"))
(collectively, "Persons") of beneficial ownership (the phrases
"beneficial ownership," "beneficial owners" and "beneficially
owned" as used herein being within the meaning of Rule 13d-3
promulgated under the Exchange Act) of twenty-five percent (25%)
or more of either:
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(i) The then-outstanding shares of Common Stock (the
"Outstanding Shares"); or
(ii) The combined voting power of the then-outstanding voting
securities of the Corporation entitled to vote generally
in the election of Directors of the Corporation (the
"Outstanding Voting Securities"); provided, however, that
the following acquisitions shall not constitute a Change
of Control: (A) any acquisition directly from the
Corporation or pursuant to a written agreement to which
the Corporation is a party, as such written agreement is
more particularly described in Section 55-9A-01(b)(3)f and
g of the North Carolina Business Corporation Act as
ratified by the North Carolina General Assembly on June 8,
1989, (B) any acquisition by the Corporation or any of its
Subsidiaries, (C) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the
Corporation or any of its Subsidiaries, (D) any
acquisition by any corporation with respect to which,
following such acquisition, more than fifty percent (50%)
of, respectively, the then-outstanding shares of common
stock of such corporation and the combined voting power of
the then-outstanding voting securities of such corporation
entitled to vote generally in the election of directors
are then benefi- cially owned by all or substantially all
of the Persons who were the Beneficial Owners,
respectively, of the Outstanding Shares and Outstanding
Voting Securities immediately prior to such acquisition in
substantially the same proportions as their Beneficial
Ownership, immediately prior to such acquisition, of the
Outstanding Shares and Outstanding Voting Securities, as
the case may be; or
(B) Individuals who, as of July 1, 1996, constitute the Board of
Directors of the Corporation (the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board of
Directors; provided, however, that any individual who becomes a
Director of the Corporation subsequent to July 1, 1996 and whose
election, or whose nomination for election by the Corporation's
shareholders, to the Board of Directors was either (i) approved
by a vote of at least a majority of the Directors then comprising
the Incumbent Board or (ii) recommended by a Nominating Committee
comprised entirely of Directors who are then Incumbent Board
members shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose,
any such individual whose initial assumption of office occurs as
a result of either an actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act), other actual or threatened solicitation
of proxies or consents or an actual or threatened tender offer;
or
(C) Approval by the Corporation's shareholders of a reorganization,
merger, or consolidation, in each case, with respect to which all
or substantially all of the Persons who were the Beneficial
Owners, respectively, of the Outstanding Shares and Outstanding
Voting Securities immediately prior to such reorganization,
merger, or consolidation do not, following such reorganization,
merger, or consolidation, beneficially own more than fifty
percent (50%) of, respectively, the then-outstanding shares of
common stock and the combined voting power of the
then-outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation
resulting from such reorganization, merger, or consolidation in
substantially the same proportions as their Beneficial Ownership,
immediately prior to such reorganization, merger, or
consolidation, of the Outstanding Shares and Outstanding Voting
Securities, as the case may be; or
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(D) Approval by the Corporation's shareholders of:
(i) A complete liquidation or dissolution of the Corporation;
or
(ii) The sale or other disposition of all or substantially all
of the assets of the Corporation, other than to a
corporation, with respect to which following such sale or
other disposition, more than fifty percent (50%) of,
respectively, the then-outstanding shares of common stock
of such corporation and the combined voting power of the
then-outstanding voting securities of such corporation
entitled to vote generally in the election of directors is
then beneficially owned by all or substantially all of the
Persons who were the Beneficial Owners, respectively, of
the Outstanding Shares and Outstanding Voting Securities
immediately prior to such sale or other disposition in
substan- tially the same proportion as their Beneficial
Ownership, immediately prior to such sale or other
disposition, of the Outstanding Shares and Outstanding
Voting Securities, as the case may be.
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