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S-1/A - FORM S-1/A - CENTURY NEXT FINANCIAL Corp | g23775a1sv1za.htm |
EX-8.1 - EX-8.1 - CENTURY NEXT FINANCIAL Corp | g23775a1exv8w1.htm |
EX-5.0 - EX-5.0 - CENTURY NEXT FINANCIAL Corp | g23775a1exv5w0.htm |
EX-1.1 - EX-1.1 - CENTURY NEXT FINANCIAL Corp | g23775a1exv1w1.htm |
EX-8.2 - EX-8.2 - CENTURY NEXT FINANCIAL Corp | g23775a1exv8w2.htm |
EX-23.2 - EX-23.2 - CENTURY NEXT FINANCIAL Corp | g23775a1exv23w2.htm |
EX-99.2 - EX-99.2 - CENTURY NEXT FINANCIAL Corp | g23775a1exv99w2.htm |
EX-99.1 - EX-99.1 - CENTURY NEXT FINANCIAL Corp | g23775a1exv99w1.htm |
Exhibit 2.1
Plan of Conversion
of
Bank of Ruston
As
adopted by the Board of Directors on May 18, 2010
and
Amended on July 20, 2010
TABLE OF CONTENTS
Section | ||||||
Number | Page | |||||
1.
|
Introduction | 1 | ||||
2.
|
Definitions | 1 | ||||
3.
|
General Procedure for Conversion | 4 | ||||
4.
|
Total Number of Shares and Purchase Price of Conversion Stock | 5 | ||||
5.
|
Subscription Rights of Eligible Account Holders (First Priority) | 5 | ||||
6.
|
Subscription Rights of Tax-Qualified Employee Stock Benefit Plans (Second Priority) | 6 | ||||
7.
|
Subscription Rights of Supplemental Eligible Account Holders (Third Priority) | 6 | ||||
8.
|
Subscription Rights of Other Members (Fourth Priority) | 7 | ||||
9.
|
Community Offering, Syndicated Community Offering, Public Offering and Other Offerings | 7 | ||||
10.
|
Limitations on Subscriptions and Purchases of Conversion Stock | 9 | ||||
11.
|
Timing of Subscription Offering, Manner of Exercising Subscription Rights and Order Forms | 10 | ||||
12.
|
Payment for Conversion Stock | 11 | ||||
13.
|
Account Holders in Nonqualified States or Foreign Countries | 12 | ||||
14.
|
Voting Rights of Stockholders | 12 | ||||
15.
|
Liquidation Account | 12 | ||||
16.
|
Transfer of Deposit Accounts | 13 | ||||
17.
|
Requirements Following Conversion for Registration, Market Making and Stock Exchange Listing | 13 | ||||
18.
|
Directors and Officers of the Bank | 13 | ||||
19.
|
Requirements for Stock Purchases by Directors and Officers Following Conversion | 14 | ||||
20.
|
Restrictions on Transfer of Stock | 14 | ||||
21.
|
Restrictions on Acquisition of Stock of the Holding Company | 14 | ||||
22.
|
Adoption of Federal Stock Charter and Bylaws | 14 | ||||
23.
|
Tax Rulings or Opinions | 15 | ||||
24.
|
Stock Compensation Plans | 15 | ||||
25.
|
Dividend and Repurchase Restrictions on Stock | 15 | ||||
26.
|
Payment of Fees to Brokers | 15 | ||||
27.
|
Effective Date | 16 | ||||
28.
|
Amendment or Termination of the Plan | 16 | ||||
29.
|
Interpretation of the Plan | 16 |
PLAN OF CONVERSION
OF
BANK OF RUSTON
OF
BANK OF RUSTON
1. | INTRODUCTION. |
This Plan of Conversion (Plan) provides for the conversion of Bank of Ruston (Bank), from
a federally chartered mutual savings bank to a federally chartered stock savings bank. This Plan
also provides that the Bank shall operate as a wholly owned subsidiary of a stock holding company
(Holding Company) and that non-transferable subscription rights to purchase the common stock of
the Holding Company (Conversion Stock) shall be granted to certain deposit account holders of the
Bank pursuant to this Plan and in accordance with the regulations of the Office of Thrift
Supervision (OTS). The Conversion will raise additional capital which will permit the Bank to
continue to grow and diversify its lending and investment activities thereby permitting the Bank to
further enhance its capabilities to serve the borrowing and other financial needs of the
communities it serves. The larger capital base and the holding company structure will also
facilitate possible acquisitions of other financial institutions or financial service companies.
This Plan, which has been approved by the required two-thirds vote of the Board of Directors
of the Bank, is subject to further approval by the affirmative vote of a majority of the total
outstanding votes held by voting members of the Bank at a special meeting to be called for that
purpose. Prior to the submission of the Plan to the voting members for consideration, the Plan
must be approved by the OTS.
2. | DEFINITIONS. |
As used in this Plan, the terms set forth below have the following meaning:
2.1 Actual Purchase Price means the price per share at which the Conversion Stock is
ultimately sold by the Holding Company in the Offerings in accordance with the terms hereof.
2.2 Affiliate means a Person who, directly or indirectly, through one or more
intermediaries, controls or is controlled by or is under common control with the Person specified.
2.3 Application for Conversion shall have the meaning set forth in Section 3(a)
hereof.
2.4 Associate when used to indicate a relationship with any Person, means (i) a
corporation or organization (other than the Bank, a majority-owned subsidiary of the Bank or the
Holding Company) of which such Person is a director, officer or partner or is, directly or
indirectly, the beneficial owner of 10% or more of any class of equity securities, (ii) any trust
or other estate in which such Person has a substantial beneficial interest or as to which such
Person serves as trustee or in a similar fiduciary capacity, provided, however, that such terms
shall not include any Tax-Qualified Employee Stock Benefit Plan or Non-Tax-Qualified Employee Stock
Benefit Plan of the Holding Company or the Bank in which such Person has a substantial beneficial
interest or serves as a trustee or in a similar fiduciary capacity, and (iii) any relative or
spouse of such Person, or any relative of such spouse of such Person, who has the same home as such
Person or who is a director or officer of the Bank or the Holding Company or any of the
subsidiaries of the foregoing.
2.5 Bank means Bank of Ruston, in its mutual or stock form, as the sense of the
reference requires.
2.6 Bank Benefit Plans includes, but is not limited to, Tax-Qualified Employee Stock
Benefit Plans and Non-Tax-Qualified Employee Stock Benefit Plans.
2.7 Code means the Internal Revenue Code of 1986, as amended.
2.8 Community Offering means the offering for sale by the Holding Company of any
shares of Conversion Stock not subscribed for in the Subscription Offering to such Persons within
or outside the State of Louisiana as may be selected by the Holding Company and the Bank in their
sole discretion and to whom a copy of the Prospectus is delivered by or on behalf of the Holding
Company.
2.9 Control (including the terms controlling, controlled by, and under common
control with) means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.
2.10 Conversion means (i) the adoption of a federal stock charter by the Bank to
authorize the issuance of shares of capital stock and otherwise to conform to the requirements of a
stock savings bank organized under the laws of the United States (ii) the issuance of Conversion
Stock by the Holding Company as provided herein and (iii) the purchase by the Holding Company of
all of the capital stock of the Bank to be issued by the Bank in connection with its conversion
from mutual to stock form.
2.11 Conversion Stock means the Holding Company Common Stock to be issued and sold in
the Offerings pursuant to this Plan.
2.12 Deposit Account means withdrawable or repurchasable shares, investment
certificates or deposits or other savings accounts, including money market deposit accounts, demand
accounts and negotiable order of withdrawal accounts, held by an account holder of the Bank.
2.13 Director, Officer and Employee means the terms as applied respectively to any
person who is a director, officer or employee of the Bank or any subsidiary thereof.
2.14 ESOP means a Tax-Qualified Employee Stock Benefit Plan adopted by the Company and
the Bank in connection with the Conversion, the purpose of which shall be to acquire capital stock
of the Company, including Conversion Stock.
2.15 Eligible Account Holder means any Person holding a Qualifying Deposit on the
Eligibility Record Date for purposes of determining Subscription Rights and establishing subaccount
balances in the liquidation account to be established pursuant to Section 15 hereof.
2.16 Eligibility Record Date means the date for determining Qualifying Deposits of
Eligible Account Holders and is the close of business on December 31, 2008.
2.17 Estimated Price Range means the range of the estimated aggregate pro forma market
value of the total number of shares of Conversion Stock to be issued in the Conversion, as
determined by the Independent Appraiser in accordance with Section 4 hereof.
2.18 FDIC means the Federal Deposit Insurance Corporation or any successor thereto.
2.19 Holding Company means the Louisiana corporation organized at the direction of the
Board of Directors of the Bank to hold all of the capital stock of the Bank.
2.20 Holding Company Common Stock means the common stock of the Holding Company, which
stock cannot and will not be insured by the FDIC or any other governmental authority.
2.21 Independent Appraiser means the independent investment banking or financial
consulting firm retained by the Bank to prepare an appraisal of the estimated pro forma market
value of the Conversion Stock.
2.22 Initial Purchase Price means the price per share to be paid initially by
Participants for shares of Conversion Stock subscribed for in the Subscription Offering and by
Persons for shares of Conversion Stock ordered in the Community Offering and/or Syndicated
Community Offering.
2.23 Member means any Person qualifying as a member of the Bank in accordance with its
mutual charter and bylaws and the laws of the United States.
2
2.24 Offerings mean the Subscription Offering, the Community Offering and the
Syndicated Community Offering or Public Offering.
2.25 Officer means the chairman of the board of directors, chief executive officer,
president, chief operating officer, executive vice president, senior vice president, vice
president, secretary, treasurer or principal financial officer, comptroller or principal accounting
officer and any other person performing similar functions with respect to any organization whether
incorporated or unincorporated.
2.26 Order Form means the form or forms provided by the Bank, containing all such
terms and provisions as set forth in Section 12 hereof, to a Participant or other Person by which
Conversion Stock may be ordered in the Offerings.
2.27 Other Member means a Voting Member who is not an Eligible Account Holder or
Supplemental Eligible Account Holder.
2.28 OTS means the Office of Thrift Supervision or any successor thereto.
2.29 Participant means any Eligible Account Holder, Tax-Qualified Employee Stock
Benefit Plan, Supplemental Eligible Account Holder or Other Member.
2.30 Person means an individual, a corporation, a limited liability company, a
partnership, a limited liability partnership, an association, a joint stock company, a trust, an
unincorporated organization or a government or any political subdivision thereof.
2.31 Plan and Plan of Conversion mean this Plan of Conversion as adopted by
the Board of Directors of the Bank and any amendment hereto approved as provided herein.
2.32 Prospectus means the one or more documents to be used in offering the Conversion
Stock in the Offerings.
2.33 Proxy Statement means the document used to solicit approval of the Plan by the
Voting Members of the Bank.
2.34 Public Offering means an underwritten firm commitment offering to the public
through one or more underwriters.
2.35 Qualifying Deposit means the aggregate balance of all Deposit Accounts in the
Bank of (i) an Eligible Account Holder at the close of business on the Eligibility Record Date,
provided such aggregate balance is not less than $50 and (ii) a Supplemental Eligible Account
Holder at the close of business on the Supplemental Eligibility Record Date, provided such
aggregate balance is not less than $50.
2.36 SEC means the Securities and Exchange Commission.
2.37 Special Meeting means the special meeting of Members of the Bank called for the
purpose of submitting this Plan to the Members for their approval, including adoption of a federal
stock charter and new bylaws to authorize the issuance of capital stock and otherwise to read in a
form consistent with a federally chartered stock form savings bank, and any adjournments of such
meeting.
2.38 Subscription Offering means the offering of the Conversion Stock to Participants.
2.39 Subscription Rights means non-transferable rights to subscribe for Conversion
Stock granted to Participants pursuant to the terms of this Plan.
3
2.40 Supplemental Eligible Account Holder if applicable, means any Person, except
Directors and Officers of the Bank and their Associates, holding a Qualifying Deposit at the close
of business on the Supplemental Eligibility Record Date.
2.41 Supplemental Eligibility Record Date if applicable, means the date for
determining Qualifying Deposits of Supplemental Eligible Account Holders and shall be required if
the Eligibility Record Date is more than 15 months prior to the date of the latest amendment to the
Application for Conversion filed prior to approval of such application by the OTS. If applicable,
the Supplemental Eligibility Record Date shall be the last day of the calendar quarter preceding
OTS approval of the Application for Conversion submitted by the Bank pursuant to this Plan of
Conversion.
2.42 Syndicated Community Offering means the offering for sale by a syndicate of
broker-dealers to the general public of shares of Conversion Stock not purchased in the
Subscription Offering and the Community Offering.
2.43 Tax-Qualified Employee Stock Benefit Plan means any defined benefit plan or
defined contribution plan, including the ESOP, a stock bonus plan, profit-sharing plan or other
plan, which is established for the benefit of the employees of the Holding Company and/or the Bank
and which, with its related trust, meets the requirements to be qualified under Section 401 of
the Code as from time to time in effect. A Non-Tax-Qualified Employee Stock Benefit Plan is any
defined benefit plan or defined contribution stock benefit plan which is not so qualified.
2.44 Voting Member means a Person who at the close of business on the Voting Record
Date is entitled to vote as a member of the Bank in accordance with its federal mutual charter and
bylaws.
2.45 Voting Record Date means the date for determining the eligibility of Members to
vote at the Special Meeting.
3. | GENERAL PROCEDURE FOR CONVERSION. |
(a) The Bank will take the necessary steps to prepare and file an application for conversion,
including the Plan, together with all requisite material, to the OTS for approval (the Application
for Conversion). The Bank also will cause notice of the adoption of the Plan by the Board of
Directors of the Bank to be given by publication in a newspaper having general circulation in each
community in which an office of the Bank is located, and will cause copies of the Plan to be made
available at each office of the Bank for inspection by account holders. The Bank will post the
notice of the filing of its Application for Conversion in each of its offices and will again cause
to be published, in accordance with the requirements of applicable regulations of the OTS, a notice
of the filing with the OTS of an Application for Conversion.
(b) Promptly following approval of the Banks Application for Conversion by the OTS, this Plan
will be submitted to the Voting Members for their consideration and approval at the Special
Meeting. The Bank may, at its option, mail to all Voting Members as of the Voting Record Date, at
their last known address appearing on the records of the Bank, a Proxy Statement in either long or
summary form describing the Plan which will be submitted to a vote of the Members at the Special
Meeting. If the Bank provides a summary form Proxy Statement, the Bank shall also mail to all
Eligible Account Holders and Supplemental Eligible Account Holders who are not Members of the Bank
as of the Voting Record Date a letter informing them of their right to receive a Prospectus and
Order Form for the purchase of Conversion Stock. Under such circumstances, Participants will be
given the opportunity to request a Prospectus and Order Form and other materials relating to the
Conversion by returning a postage prepaid card which will be distributed with the Proxy Statement
or letter. If the Plan is approved by the affirmative vote of a majority of the total outstanding
votes at the Special Meeting, the Bank shall take all other necessary organizational steps pursuant
to applicable laws and regulations to amend its charter and bylaws to authorize the issuance of its
capital stock to the Holding Company at the time the Conversion of the Bank to stock form is
consummated.
(c) The Holding Company shall submit or cause to be submitted to the OTS such applications as
may be required for approval of the Holding Companys acquisition of the Bank and a Registration
Statement to the SEC to register the Conversion Stock under the Securities Act of 1933, as amended.
The Holding Company shall also register the Conversion Stock under any applicable state securities
laws, subject to Section 13 hereof. Upon registration and after the receipt of all required
regulatory approvals, the Conversion Stock shall be first offered for sale in a Subscription
Offering to Eligible Account Holders, Tax-Qualified Employee Stock Benefit Plans, Supplemental
Eligible Account
4
Holders, if applicable and Other Members as set forth in Sections 5, 6, 7 and 8 hereof. It is
anticipated that any shares of Conversion Stock remaining unsold after the Subscription Offering
will be sold through a Community Offering, a Syndicated Community Offering and/or a Public Offering
as set forth in Section 9 hereof. The purchase price per share for the Conversion Stock shall be a
uniform price determined in accordance with Section 4 hereof. The Holding Company shall purchase
all of the capital stock of the Bank with an amount of the net proceeds received by the Holding
Company from the sale of Conversion Stock as shall be determined by the Boards of Directors of the
Holding Company and the Bank and as shall be approved by the OTS.
(d) The Holding Company and the Bank may retain and pay for the services of financial and
other advisors and investment bankers to assist in connection with any or all aspects of the
Conversion, including in connection with the Subscription Offering, Community Offering and/or any
Syndicated Community Offering or Public Offering, the payment of fees to brokers and investment
bankers for assisting Persons in completing and/or submitting Order Forms. All fees, expenses,
retainers and similar items shall be reasonable.
4. | TOTAL NUMBER OF SHARES AND PURCHASE PRICE OF CONVERSION STOCK. |
(a) The aggregate price at which all shares of Conversion Stock to be sold shall be based on a
pro forma valuation of the aggregate market value of the Conversion Stock prepared by the
Independent Appraiser. The valuation shall be based on financial information relating to the
Holding Company and the Bank, economic and financial conditions, a comparison of the Holding
Company and the Bank with selected publicly-held financial institutions and holding companies and
with comparable financial institutions and holding companies and such other factors as the
Independent Appraiser may deem to be important, including, but not limited to, the projected
operating results and financial condition of the Holding Company and the Bank. The valuation shall
be stated in terms of an Estimated Price Range, the maximum of which shall generally be no more
than 15% above the average of the minimum and maximum of such price range and the minimum of which
shall generally be no more than 15% below such average. The valuation shall be updated during the
Conversion as market and financial conditions warrant and as may be required by the OTS.
(b) Based upon the independent valuation, the Boards of Directors of the Holding Company and
the Bank shall fix the Initial Purchase Price and the number of shares of Conversion Stock to be
offered in the Subscription Offering, Community Offering and/or Syndicated Community Offering. The
Actual Purchase Price and the total number of shares of Conversion Stock to be issued in the
Offerings shall be determined by the Boards of Directors of the Holding Company and the Bank upon
conclusion of such offerings in consultation with the Independent Appraiser and any financial
advisor or investment banker retained by the Bank in connection with such offerings.
(c) Subject to the approval of the OTS, the Estimated Price Range may be increased or
decreased to reflect market and economic conditions prior to completion of the Conversion or to
fill the order of the Tax-Qualified Employee Stock Benefit Plans, and under such circumstances the
Holding Company may increase or decrease the total number of shares of Conversion Stock to be
issued in the Conversion to reflect any such change. Notwithstanding anything to the contrary
contained in this Plan, no resolicitation of subscribers shall be required and subscribers shall
not be permitted to modify or cancel their subscriptions unless the gross proceeds from the sale of
the Conversion Stock issued in the Conversion are less than the minimum or more than 15% above the
maximum of the Estimated Price Range set forth in the Prospectus. In the event of an increase in
the total number of shares offered in the Conversion due to an increase in the Estimated Price
Range, the priority of share allocation shall be as set forth in this Plan.
5. | SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY). |
(a) Each Eligible Account Holder shall receive, without payment, non-transferable Subscription
Rights to purchase up to the greater of (i) $200,000 of Conversion Stock (or such maximum purchase
limitation as may be established for the Community Offering and/or Syndicated Community Offering or
Public Offering), (ii) one-tenth of one percent (0.1%) of the total offering of shares in the
Subscription Offering or (iii) 15 times the product (rounded down to the next whole number)
obtained by multiplying the total number of shares of Conversion Stock offered in the Subscription
Offering by a fraction, of which the numerator is the amount of the Qualifying Deposits of the
Eligible Account Holder and the denominator is the total amount of all Qualifying Deposits of all
Eligible Account Holders, in each case subject to Sections 10 and 13 hereof.
5
(b) In the event of an oversubscription for shares of Conversion Stock pursuant to Section
5(a), available shares shall be allocated among subscribing Eligible Account Holders so as to
permit each such Eligible Account Holder, to the extent possible, to purchase a number of shares
which will make his or her total allocation equal to the lesser of the number of shares subscribed
for or 100 shares. Any available shares remaining after each subscribing Eligible Account Holder
has been allocated the lesser of the number of shares subscribed for or 100 shares shall be
allocated among the subscribing Eligible Account Holders in the proportion which the Qualifying
Deposit of each such subscribing Eligible Account Holder bears to the total Qualifying Deposits of
all such subscribing Eligible Account Holders, provided that no fractional shares shall be issued.
Subscription Rights of Eligible Account Holders shall be subordinated to the priority rights of the
ESOP to purchase shares in excess of the Maximum Shares, as defined in Section 6 below.
Subscription Rights of Eligible Account Holders who are also Directors or Officers of the Bank and
their Associates shall be subordinated to those of other Eligible Account Holders to the extent
that they are attributable to increased deposits during the one year period preceding the
Eligibility Record Date.
6. | SUBSCRIPTION RIGHTS OF TAX-QUALIFIED EMPLOYEE STOCK BENEFIT PLANS (SECOND PRIORITY). |
Tax-Qualified Employee Stock Benefit Plans shall receive, without payment, non-transferable
Subscription Rights to purchase in the aggregate up to 10% of the Conversion Stock, including
shares of Conversion Stock to be issued in the Conversion as a result of an increase in the
Estimated Price Range after commencement of the Subscription Offering and prior to completion of
the Conversion. The subscription rights granted to Tax-Qualified Employee Stock Benefit Plans
shall be subject to the availability of shares of Conversion Stock after taking into account the
shares of Conversion Stock purchased by Eligible Account Holders, provided, however, that in the
event that the total number of shares offered in the Conversion is increased to an amount greater
than the number of shares representing the maximum of the Estimated Price Range as set forth in the
Prospectus (Maximum Shares), the ESOP shall have a priority right to purchase any such shares
exceeding the Maximum Shares up to an aggregate of 8% of the Conversion Stock. Shares of
Conversion Stock purchased by any individual participant (Plan Participant) in a Tax-Qualified
Employee Stock Benefit Plan using funds therein pursuant to the exercise of subscription rights
granted to such Participant in his individual capacity as an Eligible Account Holder and/or
Supplemental Eligible Account Holder and/or purchases by such Plan Participant in the Community
Offering shall not be deemed to be purchases by a Tax-Qualified Employee Stock Benefit Plan for
purposes of calculating the maximum amount of Conversion Stock that Tax-Qualified Employee Stock
Benefit Plans may purchase pursuant to the first sentence of this Section 6 if the individual Plan
Participant controls or directs the investment authority with respect to such account or
subaccount. Consistent with applicable laws and regulations and policies and practices of the OTS,
the ESOP may use funds contributed by the Holding Company or the Bank and/or borrowed from an
independent financial institution to exercise such Subscription Rights, and the Holding Company and
the Bank may make scheduled discretionary contributions thereto, provided that such contributions
do not cause the Holding Company or the Bank to fail to meet any applicable capital maintenance
requirements.
7. | SUBSCRIPTION RIGHTS OF SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (THIRD PRIORITY). |
(a) In the event that the Eligibility Record Date is more than 15 months prior to the date of
the latest amendment to the Application for Conversion filed prior to OTS approval, then, and only
in that event, each Supplemental Eligible Account Holder shall receive, without payment,
non-transferable Subscription Rights to purchase up to the greater of (i) $200,000 of Conversion
Stock (or such maximum purchase limitation as may be established for the Community Offering and/or
Syndicated Community Offering or Public Offering), (ii) one-tenth of one percent (0.1%) of the
total offering of shares in the Subscription Offering or (iii) 15 times the product (rounded down
to the next whole number) obtained by multiplying the total number of shares of Conversion Stock
offered in the Subscription Offering by a fraction, of which the numerator is the amount of the
Qualifying Deposits of the Supplemental Eligible Account Holder and the denominator is the total
amount of all Qualifying Deposits of all Supplemental Eligible Account Holders, subject to the
availability of shares of Conversion Stock for purchase after taking into account the shares of
Conversion Stock purchased by Eligible Account Holders and Tax-Qualified Employee Stock Benefit
Plans through the exercise of Subscription Rights under Sections 5 and 6 hereof, and subject to
Sections 10 and 13 hereof.
6
(b) In the event of an oversubscription for shares of Conversion Stock pursuant to Section
7(a), available shares shall be allocated among subscribing Supplemental Eligible Account Holders
so as to permit each such
Supplemental Eligible Account Holder, to the extent possible, to purchase a number of shares
sufficient to make his or her total allocation (including the number of shares, if any, allocated
in accordance with Section 5(a)) equal to the lesser of the number of shares subscribed for or 100
shares. Any remaining available shares shall be allocated among subscribing Supplemental Eligible
Account Holders in the proportion that the amount of their respective Qualifying Deposits bears to
the total amount of the Qualifying Deposits of all subscribing Supplemental Eligible Account
Holders, provided that no fractional shares shall be issued.
8. | SUBSCRIPTION RIGHTS OF OTHER MEMBERS (FOURTH PRIORITY). |
(a) Each Other Member shall receive, without payment, non-transferable Subscription Rights to
purchase up to the greater of (i) $200,000 of Conversion Stock in the Subscription Offering (or
such maximum purchase limitation as may be established for the Community Offering and/or Syndicated
Community Offering or Public Offering) or (ii) one-tenth of one percent (0.1%) of the total
offering of shares in the Subscription Offering, in each case if and only to the extent that shares
of Conversion Stock are available for purchase after taking into account the shares of Conversion
Stock purchased by Eligible Account Holders, Tax-Qualified Employee Stock Benefit Plans and
Supplemental Eligible Account Holders through the exercise of Subscription Rights under Sections 5,
6 and 7 hereof, and subject to Sections 10 and 13 hereof.
(b) If, pursuant to this Section 8, Other Members subscribe for a number of shares of
Conversion Stock in excess of the total number of shares of Conversion Stock remaining, shares
shall be allocated so as to permit each such Other Member, to the extent possible, to purchase a
number of shares which will make his or her total allocation equal to the lesser of the number of
shares subscribed for or 100 shares. Any shares remaining will be allocated among the subscribing
Other Members whose subscriptions remain unsatisfied on an equal number of shares basis per order
until all orders have been filled or the remaining shares have been allocated, provided no
fractional shares shall be issued.
9. | COMMUNITY OFFERING, SYNDICATED COMMUNITY OFFERING, PUBLIC OFFERING AND OTHER OFFERINGS. |
(a) If less than the total number of shares of the Conversion Stock are sold in the
Subscription Offering, it is anticipated that all remaining shares of Conversion Stock shall, if
practicable, be sold directly in a Community Offering and/or a Syndicated Community Offering.
Subject to the requirements set forth herein, Conversion Stock sold in the Community Offering
and/or the Syndicated Community Offering shall achieve the widest possible distribution of such
stock.
(b) In the event of a Community Offering, all shares of Conversion Stock which are not
subscribed for in the Subscription Offering shall be offered for sale by means of a direct
community marketing program, which may provide for the use of brokers, dealers or investment
banking firms experienced in the sale of financial institution securities. Any available shares in
excess of those not subscribed for in the Subscription Offering will be available for purchase by
members of the general public to whom a Prospectus is delivered by the Holding Company or on its
behalf, with preference given to natural persons residing in the parishes in Louisiana in which the
Bank has a branch office (Preferred Subscribers).
(c) A Prospectus and Order Form shall be furnished to such Persons as the Holding Company and
the Bank may select in connection with the Community Offering and each order for Conversion Stock
in the Community Offering shall be subject to the absolute right of the Holding Company and the
Bank to accept or reject any such order in whole or in part either at the time of receipt of an
order or as soon as practicable following completion of the Community Offering. Available shares
will be allocated first to each Preferred Subscriber whose order is accepted by the Holding
Company, in an amount equal to the lesser of 100 shares or the number of shares subscribed for by
each such Preferred Subscriber, if possible. Thereafter, any shares remaining will be allocated
among the Preferred Subscribers whose subscriptions remain unsatisfied on an equal number of shares
basis per order until all orders have been filled or the remaining shares have been allocated,
subject to the provisions of Section 10 hereof, provided no fractional shares shall be issued. If
there are any shares remaining after all subscriptions by Preferred Subscribers have been
satisfied, such
7
remaining shares shall be allocated to other members of the general public who
purchase in the Community Offering, applying the same allocation described above for Preferred
Subscribers.
(d) The amount of Conversion Stock that any Person together with any Associate thereof or
group of Persons acting in concert may purchase in the Community Offering shall not exceed the
greater of (i) $200,000 or (ii) one-tenth of one percent (0.1%) of the total offering of shares in
the Subscription Offering, provided, however, that this amount may be increased to 5% of the total
offering of shares in the Subscription Offering, subject to any required regulatory approval but
without the further approval of Members; provided, further, that orders for Conversion Stock in the
Community Offering shall first be filled to a maximum of 2% of the total number of shares of
Conversion Stock sold in the Conversion and thereafter any remaining shares shall be allocated on
an equal number of shares basis per order until all orders have been filled, provided no fractional
shares shall be issued. The Holding Company and the Bank may commence the Community Offering
concurrently with, at any time during, or as soon as practicable after the end of, the Subscription
Offering. The Community Offering must be completed within 45 days after the completion of the
Subscription Offering, unless extended by the Holding Company and the Bank with any required
regulatory approval.
(e) Subject to such terms, conditions and procedures as may be determined by the Holding
Company and the Bank, all shares of Conversion Stock not subscribed for in the Subscription
Offering or ordered in the Community Offering may be sold by a syndicate of broker-dealers to the
general public in a Syndicated Community Offering. Each order for Conversion Stock in the
Syndicated Community Offering shall be subject to the absolute right of the Holding Company and the
Bank to accept or reject any such order in whole or in part either at the time of receipt of an
order or as soon as practicable after completion of the Syndicated Community Offering. The amount
of Conversion Stock that any Person together with any Associate thereof or group of Persons acting
in concert may purchase in the Syndicated Community Offering shall not exceed $350,000 provided,
however, that this amount may be increased to 5% of the total offering of shares in the
Subscription Offering, subject to any required regulatory approval but without the further approval
of Members; provided further that orders for Conversion Stock in the Syndicated Community Offering
shall first be filled to a maximum of 2% of the total number of shares of Conversion Stock sold in
the Offerings and thereafter any remaining shares shall be allocated on an equal number of shares
basis per order until all orders have been filled, provided no fractional shares shall be issued.
The Holding Company and the Bank may commence the Syndicated Community Offering concurrently with,
at any time during, or as soon as practicable after the end of the Subscription Offering and/or
Community Offering. The Syndicated Community Offering must be completed within 45 days after the
completion of the Subscription Offering, unless extended by the Holding Company and the Bank with
any required regulatory approval.
(f) The Holding Company and the Bank may sell any shares of Conversion Stock remaining
following the Subscription Offering, Community Offering and/or the Syndicated Community Offering in
a Public Offering. The provisions of Section 10 hereof shall not be applicable to the sales to
underwriters for purposes of the Public Offering but shall be applicable to sales by the
underwriters to the public. The price to be paid by the underwriters in such an offering shall be
equal to the Actual Purchase Price less an underwriting discount to be negotiated among such
underwriters and the Bank and the Holding Company, subject to any required regulatory approval or
consent.
(g) If for any reason a Syndicated Community Offering or Public Offering of shares of
Conversion Stock not sold in the Subscription Offering and the Community Offering cannot be
effected, or in the event that an insignificant residue of shares of Conversion Stock is not sold
in the Subscription Offering, Community Offering or Syndicated Community Offering, the Holding
Company and the Bank shall use their best efforts to obtain other purchasers for such shares in
such manner and upon such conditions as may be satisfactory to the OTS.
8
10. | LIMITATIONS ON SUBSCRIPTIONS AND PURCHASES OF CONVERSION STOCK. |
(a) The maximum number of shares of Conversion Stock which may be purchased in the Conversion
by the ESOP shall not exceed 8% of the aggregate of the total number of shares of Conversion Stock
sold in the Offerings and all Tax-Qualified Employee Stock Benefit Plans shall not exceed 10% of
the aggregate shares of Conversion Stock sold in the Offerings, in each instance, including any
shares which may be issued in the event of an increase in the maximum of the Estimated Price Range
to reflect changes in market and economic conditions after commencement of the Subscription
Offering and prior to the completion of the Conversion; provided; however, that purchases of
Conversion Stock which are made by Plan Participants pursuant to the exercise of subscription
rights granted to such Plan Participant in his individual capacity as an Eligible Account Holder or
Supplemental Eligible Account Holder or purchases by a Plan Participant in the Community Offering
using the funds thereof held in Tax-Qualified Employee Stock Benefit Plans shall not be deemed to
be purchases by a Tax-Qualified Employee Stock Benefit Plan for purposes of this Section 10(a).
(b) Except in the case of Tax-Qualified Employee Stock Benefit Plans in the aggregate, as set
forth in Section 10(a) hereof, and in addition to the other restrictions and limitations set forth
herein, the maximum amount of Conversion Stock which any Person together with any Associate or
group of Persons acting in concert may, directly or indirectly, subscribe for or purchase in the
Offerings shall not exceed $350,000 of the Conversion Stock offered.
(c) The number of shares of Conversion Stock which Directors and Officers and their Associates
may purchase in the aggregate in the Conversion shall not exceed 34% of the total number of shares
of Conversion Stock sold in the Offerings, including any shares which may be issued in the event of
an increase in the maximum of the Estimated Price Range to reflect changes in market and economic
conditions after commencement of the Subscription Offering and prior to completion of the
Conversion.
(d) No Person may purchase fewer than 25 shares of Conversion Stock in the Offerings, to the
extent such shares are available; provided, however, that if the Actual Purchase Price is greater
than $20.00 per share, such minimum number of shares shall be adjusted so that the aggregate Actual
Purchase Price for such minimum shares will not exceed $500.00.
(e) For purposes of the foregoing limitations and the determination of Subscription Rights,
(i) Directors, Officers and Employees shall not be deemed to be Associates or a group acting in
concert solely as a result of their capacities as such, (ii) shares purchased by Tax-Qualified
Employee Stock Benefit Plans shall not be attributable to the individual trustees of any such plan
for purposes of determining compliance with the limitations set forth in Section 10(b) or 10(c)
hereof, and (iii) shares purchased by Tax-Qualified Employee Stock Benefit Plans shall not be
attributable to the individual trustees of any such plan for purposes of determining compliance
with the limitation set forth in Section 10(c) hereof.
(f) Subject to any required regulatory approval and the requirements of applicable laws and
regulations, but without further approval of the Members of the Bank or resolicitation of
subscribers, the Holding Company and the Bank may increase or decrease any of the individual or
aggregate purchase limitations set forth herein to a percentage which does not exceed 5% of the
total offering of Conversion Stock in the Offerings, whether prior to, during or after the
Subscription Offering, Community Offering, Syndicated Community Offering and/or Public Offering.
In the event that an individual purchase limitation is increased after commencement of the
Subscription Offering or any of the other Offerings, the Holding Company and the Bank shall permit
any Person who subscribed for the maximum number of shares of Conversion Stock to purchase an
additional number of shares such that such Person shall be permitted to subscribe for the then
maximum number of shares permitted to be subscribed for by such Person, subject to the rights and
preferences of any Person who has priority Subscription Rights. In the event that any of the
individual or aggregate purchase limitations are decreased after commencement of the Subscription
Offering or any of the other Offerings, the orders of any Person who subscribed for the maximum
number of shares of Conversion Stock shall be decreased by the minimum amount necessary so that
such Person shall be in compliance with the then maximum number of shares permitted to be
subscribed for by such Person. In the event the maximum purchase limitation is increased to 5% of the shares sold in the
Subscription Offering, Community Offering and/or Syndicated Community Offering, such limitation may
be further increased to 9.99%, subject to regulatory approval, provided that orders for Conversion
Stock exceeding 5% of the shares of Conversion Stock sold in the Offerings shall not exceed in the
aggregate 10% of the total shares of Conversion Stock sold in the Offerings.
(g) The Holding Company and the Bank shall have the right to take all such action as they may,
in their sole discretion, deem necessary, appropriate or advisable in order to monitor and enforce
the terms, conditions, limitations and restrictions contained in this Section 10 and elsewhere in
this Plan and the terms, conditions and
9
representations contained in the Order Form, including, but
not limited to, the absolute right (subject only to any necessary regulatory approvals or
concurrence) to reject, limit or revoke acceptance of any subscription or order and to delay,
terminate or refuse to consummate any sale of Conversion Stock which they believe might violate, or
is designed to, or is any part of a plan to, evade or circumvent such terms, conditions,
limitations, restrictions and representations. Any such action shall be final, conclusive and
binding on all persons and the Holding Company and the Bank and their respective Boards shall be
free from any liability to any Person on account of any such action.
11. | TIMING OF SUBSCRIPTION OFFERING, MANNER OF EXERCISING SUBSCRIPTION RIGHTS AND ORDER FORMS. |
(a) The Subscription Offering may be commenced concurrently with or at any time after the
mailing to Voting Members of the proxy statement to be used in connection with the Special Meeting.
The Subscription Offering may be closed before the Special Meeting, provided that the offer and
sale of the Conversion Stock shall be conditioned upon the approval of the Plan by Voting Members
at the Special Meeting.
(b) The exact timing of the commencement of the Subscription Offering shall be determined by
the Holding Company and the Bank in consultation with the Independent Appraiser and any financial
or advisory or investment banking firm retained by them in connection with the Conversion. The
Holding Company and the Bank may consider a number of factors, including, but not limited to, their
current and projected future earnings, local and national economic conditions and the prevailing
market for stocks in general and stocks of financial institutions in particular. The Holding
Company and the Bank shall have the right to withdraw, terminate, suspend, delay, revoke or modify
any such Subscription Offering, at any time and from time to time, as it in its sole discretion may
determine, without liability to any Person, subject to compliance with applicable securities laws
and any necessary regulatory approval or concurrence.
(c) The Holding Company and the Bank shall, promptly after the SEC has declared the Prospectus
effective and all required regulatory approvals have been obtained, distribute or make available
the Prospectus, together with Order Forms for the purchase of Conversion Stock, to all Participants
for the purpose of enabling them to exercise their respective Subscription Rights, subject to
Section 13 hereof. The Holding Company and the Bank may elect to mail a Prospectus and Order Form
only to those Participants who request such materials by returning a postage-paid card to the
Holding Company and the Bank by a date specified in the letter informing them of their Subscription
Rights. Under such circumstances, the Subscription Offering shall not be closed until the
expiration of 30 days after the mailing by the Holding Company and the Bank of the postage-paid
card to Participants.
(d) A single Order Form for all Deposit Accounts maintained with the Bank by an Eligible
Account Holder and a Supplemental Eligible Account Holder may be furnished irrespective of the
number of Deposit Accounts maintained with the Bank on the Eligibility Record Date and Supplemental
Eligibility Record Date, respectively. No person holding a Subscription Right may exceed any
otherwise applicable purchase limitation by submitting multiple orders for Conversion Stock.
Multiple orders are subject to adjustment, as appropriate, on a pro rata basis and deposit balances
will be divided equally among such orders in allocating shares in the event of an oversubscription.
(e) The recipient of an Order Form shall have no less than 20 days and no more than 45 days
from the date of mailing of the Order Form (with the exact termination date to be set forth on the
Order Form) to properly complete and execute the Order Form and deliver it to the Bank. The
Holding Company and the Bank may extend such period by such amount of time as they determine is
appropriate. Failure of any Participant to deliver a properly executed Order Form to the Bank,
along with payment (or authorization for payment by withdrawal) for the shares of Conversion Stock
subscribed for, within the time limits prescribed, shall be deemed a waiver and release by such
person of any rights to subscribe for shares of Conversion Stock. Each Participant shall be
required to confirm to the Holding Company and the Bank by executing an Order Form that such Person
has fully complied with all of the terms, conditions, limitations and restrictions in the Plan.
(f) The Holding Company and the Bank shall have the absolute right, in their sole discretion
and without liability to any Participant or other Person, to reject any Order Form, including, but
not limited to, any Order Form (i) that is improperly completed or executed; (ii) that is not
timely received; (iii) that is submitted by facsimile or is photocopied; (iv) that is not
accompanied by the proper payment (or authorization of withdrawal for payment) or, in the case of
institutional investors in the Community Offering, not accompanied by an irrevocable order together
with a legally
10
binding commitment to pay the full amount of the purchase price prior to 48 hours
before the completion of the Offerings; (v) submitted by a Person whose representations the Holding
Company and the Bank believe to be false or who they otherwise believe, either alone, or acting in
concert with others, is violating, evading or circumventing, or intends to violate, evade or
circumvent, the terms and conditions of the Plan. Furthermore, in the event Order Forms (i) are
not delivered and are returned to the Bank by the United States Postal Service or the Bank is
unable to locate the addressee, or (ii) are not mailed pursuant to a no mail order placed in
effect by the account holder, the Subscription Rights of the person to which such rights have been
granted will lapse as though such person failed to return the
contemplated Order Form within the time period specified thereon. The Holding Company and the
Bank may, but will not be required to, waive any irregularity on any Order Form or may require the
submission of corrected Order Forms or the remittance of full payment for shares of Conversion
Stock by such date as they may specify. The interpretation of the Holding Company and the Bank of
the terms and conditions of the Order Forms shall be final and conclusive.
12. | PAYMENT FOR CONVERSION STOCK. |
(a) Payment for shares of Conversion Stock subscribed for by Participants in the Subscription
Offering and payment for shares of Conversion Stock ordered by Persons in the Community Offering
shall be equal to the Initial Purchase Price per share multiplied by the number of shares which are
being subscribed for or ordered, respectively. Such payment may be made in cash, if delivered in
person, or by check or money order at the time the Order Form is delivered to the Bank. The Bank,
in its sole and absolute discretion, may also elect to receive payment for shares of Conversion
Stock by wire transfer. In addition, Participants and/or other Persons who have a Deposit Account
with the Bank may pay for shares of Conversion Stock by authorizing the Bank to withdraw from such
Deposit Account an amount equal to the aggregate Initial Purchase Price of such shares. Payment
may also be made by a Participant using funds held for such
Participants benefit by a Bank
Benefit Plan to the extent that such plan allows participants or any related trust established for
the benefit of such participants to direct that some or all of their individual accounts or
sub-accounts be invested in Conversion Stock. If the Actual Purchase Price is less than the
Initial Purchase Price, the Bank shall refund the difference to all Participants and other Persons,
unless the Holding Company and the Bank choose to provide Participants and other Persons the
opportunity on the Order Form to elect to have such difference applied to the purchase of
additional whole shares of Conversion Stock. If the Actual Purchase Price is more than the Initial
Purchase Price, the Bank shall reduce the number of shares of Conversion Stock ordered by
Participants and other Persons and refund any remaining amount which is attributable to a
fractional share interest, unless the Bank chooses to provide Participants and other Persons the
opportunity to increase the Actual Purchase Price submitted to it.
(b) Consistent with applicable laws and regulations and policies and practices of the OTS,
payment for shares of Conversion Stock subscribed for by the ESOP may be made with funds
contributed by the Holding Company or the Bank and/or funds obtained pursuant to a loan from the
Holding Company or an unrelated financial institution pursuant to a loan commitment which is in
force from the time that any such plan submits an Order Form until the closing of the transactions
contemplated hereby.
(c) If a Participant or other Person authorizes the Bank to withdraw the amount of the Initial
Purchase Price from his or her Deposit Account, the Bank shall have the right to make such
withdrawal or to freeze funds equal to the aggregate Initial Purchase Price upon receipt of the
Order Form. Notwithstanding any regulatory provisions regarding penalties for early withdrawals
from certificate accounts, payment by means of withdrawal from certificate accounts may be made
without the assessment of such penalties. In the case of an early withdrawal of only a portion of
such account, the certificate evidencing such account shall be cancelled if any applicable minimum
balance requirement ceases to be met. In such case, the remaining balance will earn interest at
the regular passbook rate. However, where any applicable minimum balance is maintained in such
certificate account, the rate of return on the balance of the certificate account shall remain the
same as prior to such early withdrawal. This waiver of the early withdrawal penalty applies only
to withdrawals made in connection with the purchase of Conversion Stock.
(d) The Bank shall pay interest, at not less than the rate it pays on passbook accounts, for
all amounts paid in cash, by check or money order to purchase shares of Conversion Stock in the
Subscription Offering and the Community Offering from the date payment is received until the date
the Conversion is completed or terminated. All funds received for the purchase of Conversion Stock in the Offerings shall be held in a
segregated account at the Bank.
(e) The Bank shall not knowingly loan funds or otherwise extend credit to any Participant or
other Person to purchase Conversion Stock.
11
(f) Each share of Conversion Stock shall be non-assessable upon payment in full of the Actual
Purchase Price.
13. | ACCOUNT HOLDERS IN NONQUALIFIED STATES OR FOREIGN COUNTRIES. |
The Holding Company and the Bank shall make reasonable efforts to comply with the securities
laws of all jurisdictions in the United States in which Participants reside. However, no
Participant will be offered or receive any Conversion Stock under the Plan if such Participant
resides in a foreign country or in a jurisdiction of the United States with respect to which: (a)
there are few Participants otherwise eligible to subscribe for shares under this Plan who reside in
such jurisdiction; (b) the granting of Subscription Rights or the offer or sale of shares of
Conversion Stock to such Participants would require the Holding Company or the Bank or their
respective Directors and Officers, under the laws of such jurisdiction, to register as a broker or
dealer, salesman or selling agent or to register or otherwise qualify the Conversion Stock for sale
in such jurisdiction, or the Holding Company or the Bank would be required to qualify as a foreign
corporation or file a consent to service of process in such jurisdiction; or (c) such registration
or qualification in the judgment of the Holding Company and the Bank would be impracticable or
unduly burdensome for reasons of cost or otherwise.
14. | VOTING RIGHTS OF STOCKHOLDERS. |
Following consummation of the Conversion, voting rights with respect to the Bank shall be held
and exercised exclusively by the Holding Company as holder of all of the Banks voting capital
stock and voting rights with respect to the Holding Company shall be held and exercised exclusively
by the holders of the Holding Companys voting capital stock.
15. | LIQUIDATION ACCOUNT. |
(a) At the time of Conversion, the Bank shall establish a liquidation account in an amount
equal to the Banks net worth as reflected in its latest statement of financial condition contained
in the final Prospectus utilized in the Conversion. The function of the liquidation account will
be to preserve the rights of certain holders of Deposit Accounts in the Bank who maintain such
accounts in the Bank following Conversion to a priority to distributions in the unlikely event of a
liquidation of the Bank subsequent to Conversion.
(b) The liquidation account shall be maintained for the benefit of Eligible Account Holders
and Supplemental Eligible Account Holders, if any, who maintain their Deposit Accounts in the Bank
after Conversion. Each such account holder will, with respect to each Deposit Account held, have a
related inchoate interest in a portion of the liquidation account balance, which interest will be
referred to in this Section 15 as the subaccount balance. All Deposit Accounts having the same
social security number will be aggregated for purposes of determining the initial subaccount
balance with respect to such Deposit Accounts, except as provided in Section 15 hereof.
(c) In the event of a complete liquidation of the Bank subsequent to Conversion (and only in
such event), each Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall
be entitled to receive a liquidation distribution from the liquidation account in the amount of the
then current subaccount balances for Deposit Accounts then held (adjusted as described below)
before any liquidation distribution may be made with respect to the capital stock of the Bank. No
merger, consolidation, sale of bulk assets or similar combination transaction with another
FDIC-insured institution in which the Bank is not the surviving entity shall be considered a
complete liquidation for this purpose. In any such transaction, the liquidation account shall be
assumed by the surviving entity.
12
(d) The initial subaccount balance for a Deposit Account held by an Eligible Account Holder
and Supplemental Eligible Account Holder, if any, shall be determined by multiplying the opening
balance in the liquidation account by a fraction, of which the numerator is the amount of the
Qualifying Deposits of such account holder and the denominator is the total amount of Qualifying
Deposits of all Eligible Account Holders and, if applicable, Supplemental Eligible Account Holders.
For Deposit Accounts in existence at both the Eligibility Record Date and the Supplemental
Eligibility Record Date, if applicable, separate initial subaccount balances shall be determined on
the basis of the Qualifying Deposits in such Deposit Accounts on each such record date. Initial
subaccount balances shall not be increased, and shall be subject to downward adjustment as provided
below.
(e) If the aggregate deposit balance in any Deposit Account(s) of any Eligible Account Holder
or Supplemental Eligible Account Holder at the close of business on any December 31, annual closing
date, commencing
December 31, 2010, is less than the lesser of (a) the deposit balance in such Deposit
Account(s) at the close of business on any other annual closing date subsequent to such record
dates or (b) the deposit balance in such Deposit Account(s) as of the Eligibility Record Date or
the Supplemental Eligibility Record Date, if any, the subaccount balance for such Deposit
Account(s) shall be adjusted by reducing such subaccount balance in an amount proportionate to the
reduction in such deposit balance. In the event of such a downward adjustment, the subaccount
balance shall not be subsequently increased, notwithstanding any increase in the deposit balance of
the related Deposit Account(s). The subaccount balance of an Eligible Account Holder or
Supplemental Eligible Account Holder, if any, shall be reduced to zero if such holder ceases to
maintain a Deposit Account at the Bank that has the same social security number as appeared on his
or her Deposit Account(s) at the Eligibility Record Date or, if applicable, the Supplemental
Eligibility Record Date.
(f) Subsequent to Conversion, the Bank may not pay cash dividends generally on capital stock
of the Bank, or repurchase any of the capital stock of the Bank, if such dividend or repurchase
would reduce the Banks net worth below the aggregate amount of the then current subaccount
balances for Deposit Accounts then held; otherwise, the existence of the liquidation account shall
not operate to restrict the use or application of any of the net worth accounts of the Bank.
(g) For purposes of this Section 15, a Deposit Account includes a predecessor or successor
account which is held only by an account holder with the same social security number.
16. | TRANSFER OF DEPOSIT ACCOUNTS. |
Each Deposit Account in the Bank at the time of the consummation of the Conversion shall
become, without further action by the holder, a Deposit Account in the Bank equivalent in
withdrawable amount to the withdrawal value (as adjusted to give effect to any withdrawal made for
the purchase of Conversion Stock), and subject to the same terms and conditions (except as to
voting and liquidation rights) as such Deposit Account in the Bank immediately preceding
consummation of the Conversion. Holders of Deposit Accounts in the Bank shall not, as such
holders, have any voting rights.
17. | REQUIREMENTS FOLLOWING CONVERSION FOR REGISTRATION, MARKET MAKING AND STOCK EXCHANGE LISTING. |
In connection with the Conversion, the Holding Company shall register its common stock
pursuant to the Securities Exchange Act of 1934, as amended, and shall undertake not to deregister
such stock for a period of three years thereafter. The Holding Company also shall use its best
efforts to (i) encourage and assist a market maker to establish and maintain a market for its
common stock; and (ii) list its common stock on a national or regional securities exchange.
18. | DIRECTORS AND OFFICERS OF THE BANK. |
Each person serving as a Director or Officer of the Bank at the time of the Conversion shall
continue to serve as a Director or Officer of the Bank for the balance of the term for which the
person was elected prior to the Conversion, and until a successor is elected and qualified.
13
19. | REQUIREMENTS FOR STOCK PURCHASES BY DIRECTORS AND OFFICERS FOLLOWING CONVERSION. |
For a period of three years following the Conversion, the Directors and Officers of the
Holding Company and the Bank and their Associates may not purchase, without the prior written
approval of the OTS, the Holding Company Common Stock except from a broker or dealer registered
with the SEC. This prohibition shall not apply, however, to (i) a negotiated transaction arrived
at by direct negotiation between buyer and seller and involving more than 1% of the outstanding
common stock of the Holding Company, (ii) purchases of stock made by and held by any Tax-Qualified
Employee Stock Benefit Plan (and purchases of stock made by and held by any Non-Tax-Qualified
Employee Stock Benefit Plan following receipt of stockholder approval of such plan) that may be
attributable to individual Officers or Directors and (iii) the exercise of any options pursuant to
any stock benefit plan of the Holding Company.
The foregoing restriction on purchases of Holding Company Common Stock shall be in addition to
any restrictions that may be imposed by federal and state securities laws.
20. | RESTRICTIONS ON TRANSFER OF STOCK. |
All shares of the Conversion Stock which are purchased by Persons other than Directors and
Officers shall be transferable without restriction, except in connection with a transaction
proscribed by Section 21 of this Plan. Shares of Conversion Stock purchased by Directors and
Officers of the Holding Company and the Bank on original issue from the Holding Company (by
subscription or otherwise) shall be subject to the restriction that such shares shall not be sold
or otherwise disposed of for value for a period of one year following the date of purchase, except
for any disposition of such shares following the death of the original purchaser or pursuant to any
merger or similar transaction approved by the OTS. The shares of Conversion Stock issued by the
Holding Company to Directors and Officers shall bear the following legend giving appropriate notice
of such one-year restriction:
The shares of stock evidenced by this Certificate are restricted as to transfer for
a period of one year from the date of this Certificate pursuant to Part 563b of the
Rules and Regulations of the Office of Thrift Supervision. These shares may not be
transferred during such one-year period without a legal opinion of counsel for the
Company that said transfer is permissible under the provisions of applicable law and
regulation. This restrictive legend shall be deemed null and void after one year
from the date of this Certificate.
In addition, the Holding Company shall give appropriate instructions to the transfer agent for
the Holding Company Common Stock with respect to the applicable restrictions relating to the
transfer of restricted stock. Any shares issued at a later date as a stock dividend, stock split
or otherwise with respect to any such restricted stock shall be subject to the same holding period
restrictions as may then be applicable to such restricted stock.
The foregoing restriction on transfer shall be in addition to any restrictions on transfer
that may be imposed by federal and state securities laws.
21. | RESTRICTIONS ON ACQUISITION OF STOCK OF THE HOLDING COMPANY. |
Upon consummation of the Conversion, the charter of the Bank, the articles of incorporation of
the Holding Company shall prohibit any Person together with Associates or group of Persons acting
in concert from offering to acquire or acquiring, directly or indirectly, beneficial ownership of
more than 10% of any class of equity securities of the Holding Company, or of securities
convertible into more than 10% of any such class following completion of the Conversion. The
articles of incorporation also shall provide that following the completion of the Conversion all
equity securities beneficially owned by any Person in excess of 10% of any class of equity
securities shall be considered excess shares, and that excess shares shall not be counted as
shares entitled to vote and shall not be voted by any Person or counted as voting shares in
connection with any matters submitted to the stockholders for a vote. The foregoing restrictions
shall not apply to (i) any offer with a view toward public resale made exclusively to the Holding
Company by underwriters or a selling group acting on its behalf, (ii) the purchase of shares by a
Tax-Qualified Employee Stock Benefit Plan established for the benefit of the employees of the
Holding Company and its subsidiaries which is exempt from approval requirements under 12 C.F.R.
Section 574.3(c)(1)(vii) or any successor thereto and (iii) any offer or
14
acquisition approved in
advance by the affirmative vote of two-thirds of the entire Board of Directors of the Holding
Company. Directors, Officers or Employees of the Holding Company or the Bank or any subsidiary
thereof shall not be deemed to be Associates or a group acting in concert with respect to their
individual acquisitions of any class of equity securities of the Holding Company solely as a result
of their capacities as such.
22. | ADOPTION OF FEDERAL STOCK CHARTER AND BYLAWS. |
As part of the Conversion, the Bank shall take all appropriate steps to adopt a federal stock
charter and bylaws to authorize the issuance of capital stock and otherwise to read in a form
consistent with a federally chartered stock form savings bank.
23. | TAX RULINGS OR OPINIONS. |
Consummation of the Conversion is expressly conditioned upon prior receipt by the Bank of
either a ruling or an opinion of counsel with respect to federal tax laws, and either a ruling or
an opinion of counsel with respect to Louisiana tax laws, to the effect that consummation of the
transactions contemplated hereby will not result in a taxable reorganization under the provisions
of the applicable codes or otherwise result in any adverse tax consequences to the Holding Company,
the Bank and its account holders receiving Subscription Rights before or after the Conversion,
except in each case to the extent, if any, that Subscription Rights are deemed to have fair market
value on the date such rights are issued.
24. | STOCK COMPENSATION PLANS. |
(a) The Holding Company and the Bank are authorized to adopt Tax-Qualified Employee Stock
Benefit Plans in connection with the Conversion, including, without limitation, the ESOP.
(b) Subsequent to the Conversion, the Holding Company and the Bank are authorized to adopt
Non-Tax Qualified Employee Stock Benefit Plans, including without limitation, stock option plans
and restricted stock plans, provided however that, with respect to any such plan implemented during
the one-year period subsequent to the date of consummation of the Conversion, any such plan: (i)
shall be disclosed in the proxy solicitation materials for the Special Meeting of Members and in
the Prospectus; (ii) in the case of stock option plans, shall have a total number of shares of
common stock for which options may be granted of not more than 10% of the amount of shares issued
in the Conversion; (iii) in the case of management or employee recognition or grant plans, shall
have a total number of shares of common stock of not more than 4% of the amount of shares issued in
the Conversion; (iv) in the case of stock option plans and employee recognition or grant plans,
shall be submitted for approval by the holders of the Holding Company Common Stock no earlier than
six months following consummation of the Conversion; and (v) shall comply with all other applicable
requirements of the OTS.
(c) Existing as well as any newly created Tax-Qualified Employee Stock Benefit Plans may
purchase shares of Conversion Stock in the Offerings, to the extent permitted by the terms of such
benefit plans and this Plan.
(d) The Holding Company and the Bank are authorized to enter into employment or severance
agreements with their executive officers.
25. | DIVIDEND AND REPURCHASE RESTRICTIONS ON STOCK. |
(a) Following consummation of the Conversion, any repurchases of shares of capital stock by
the Holding Company will be made in accordance with then applicable laws and regulations.
(b) The Bank may not declare or pay a cash dividend on, or repurchase any of, its capital
stock if the effect thereof would cause the regulatory capital of the Bank to be reduced below the
amount required for the liquidation account. Any dividend declared or paid on, or repurchase of,
the Banks capital stock shall be made in compliance with 12 C.F.R. Section 563.140 et. seq., or
any successor thereto.
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26. | PAYMENT OF FEES TO BROKERS. |
The Bank may elect to offer to pay fees on a per share basis to securities brokers who assist
Persons in determining to purchase shares in the Offerings.
27. | EFFECTIVE DATE. |
The effective date of the Conversion shall be the date of the closing of the sale of all
shares of Conversion Stock. The closing of the sale of all shares of Conversion Stock sold in the
Offerings shall occur simultaneously and shall be conditioned upon the prior receipt of all
requisite regulatory and other approvals.
28. | AMENDMENT OR TERMINATION OF THE PLAN. |
If deemed necessary or desirable by the Board of Directors of the Bank, this Plan may be
substantively amended, as a result of comments from regulatory authorities or otherwise, at any
time prior to the solicitation of proxies from Members to vote on the Plan and at any time
thereafter with the concurrence of the OTS. Any amendment to this Plan made after approval by the
Members with the concurrence of the OTS shall not necessitate further approval by the Members
unless otherwise required by the OTS. This Plan shall terminate if the sale of all shares of
Conversion Stock is not completed within 24 months from the date of the Special Meeting (subject to
extension by the OTS). Prior to the Special Meeting, this Plan may be terminated by the Board of
Directors of the Bank without approval of the OTS; after the Special Meeting, the Board of
Directors may terminate this Plan only with the approval of the OTS.
29. | INTERPRETATION OF THE PLAN. |
All interpretations of this Plan and application of its provisions to particular circumstances
by a majority of the Board of Directors of the Holding Company and the Bank shall be final, subject
to the authority of the OTS.
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