ex4-6.htm


    


    Exhibit
4.6

     

    NEW
CENTURY BANK

    STOCK
OPTION AGREEMENT

    


    THIS
STOCK OPTION AGREEMENT is made as of March 23, 2005, by and between NEW CENTURY
BANK, a Pennsylvania bank (the “Bank"), and UNIVEST CORPORATION OF PENNSYLVANIA,
a Pennsylvania business corporation ("Univest").

    


    Background

    


    Univest
is the shareholder of record and beneficial owner of 135,834 shares of the
common stock, $1.00 par value per share, of the Bank (the "Common Stock"), which
currently represents 8.53% of the issued and outstanding common stock of the
Bank. In order to induce Univest to purchase such shares and in connection with
such purchase, the Bank agreed to provide Univest with the right to purchase
additional shares of Common Stock in order to maintain its percentage ownership
interest from time to time of the outstanding shares of Common Stock. The Bank
and Univest are making this agreement to provide Univest with a purchase option
in the circumstances described below and set forth the terms and conditions of
such purchase option.

    


    Agreements

    


        1.           Option to
Purchase Shares. (a) Upon each Sale (as defined in this paragraph),
Univest shall have the right to purchase from the Bank and the Bank shall be
obligated to sell to Univest the number of shares of Common Stock (in each case,
"Additional Shares") at the price per share determined in accordance with the
provisions of this paragraph.

    


    (b) Upon each Sale Univest shall have
the right to purchase up to the number of Additional Shares which shall make
Univest's percentage ownership of the outstanding Common Stock after giving
effect to the Sale and the purchase of Additional Shares equal to its percentage
ownership of the outstanding shares of Common Stock immediately prior to the
Sale.

    


    (c) The price per share of Additional
Shares shall be equal to the price per share of Common Stock in the Sale. In the
event that the purchase price for shares of Common Stock in the Sale is paid in
property other than cash, the purchase price of each Additional Share for
purposes of this Agreement shall be deemed to be the cash value of such property
per share of Common Stock in the Sale as determined by the Board of Directors of
the Bank in good faith prior to the Sale.

    


    (d) For purposes of this agreement, the
term "Sale" means the issuance and sale shares of Common Stock by the Bank (i)
in an amount greater than or equal to $500,000 or (ii) in amounts less than
$500,000 if they aggregate to at least $500,000, other than (A) a sale to
Univest or pursuant to an offer which was made to, among others, Univest and
which by its terms could have been accepted by Univest, (B) a sale of treasury
stock and (C) a grant of shares of Common Stock or a sale upon exercise of an
option granted pursuant to any stock bonus, stock option or similar plan
maintained by the Bank for the directors, officers and/or employee of the Bank
or any subsidiary or affiliate of the Bank.

    


    
      
        
           


        

        
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    2. Notice of
Sale and Exercise of Option. Within ten business days after each Sale the
Bank shall give notice of the Sale to Univest, including the number of shares of
Common Stock sold and the purchase price per share (each a "Sale Notice").
Univest may then exercise its right to purchase Additional Shares by delivering
to the Bank (a) an irrevocable election to purchase Additional Shares (in the
form of Exhibit A to this agreement) specifying the number of Additional Shares
to be purchased and the total purchase price (each an "Exercise Notice") and (b)
payment of the purchase price for the Additional Shares in immediately available
funds. In order to be effective for the purchase of Additional Shares on account
of a Sale, the Bank must receive an Exercise Notice and payment for the
Additional Shares by the 15th business day following the date on which the Bank
gave to Univest a Sale Notice with respect to the Sale. The Bank shall issue and
deliver to Univest the certificates for Additional Shares within fourteen
business days after its receipt of each timely and proper Exercise Notice and
the purchase price for such Additional Shares. Anything in this agreement to the
contrary notwithstanding, the Bank shall not have the right to issue any shares
of common stock for purposes of a Sale with respect to which this agreement and
the option granted hereunder applies unless and until there are sufficient
authorized but unissued shares of common stock of the Bank to permit both the
Sale as well as the exercise of the option granted hereunder.

    


    3. Rights as
Shareholder. Univest shall have no rights as a shareholder of the Bank
with respect to any Additional Shares by virtue of this agreement prior to the
purchase of such Additional Shares and the payment thereof as provided in this
agreement. Upon the purchase and payment of such Additional Shares, Univest
shall have all rights as a shareholder with respect to any such Additional
Shares.

    


    4. Taxes.
Univest shall be responsible for all federal, state and local taxes payable by
it on account of its receipt of the option provided in this agreement and its
purchase of Additional Shares pursuant to this agreement.

    


    5. Binding
Effect; No Assignment. This agreement shall be binding upon and inure to
the benefit of the Bank and Univest and their respective successors. Univest may
not transfer or assign any of its rights under this agreement (whether or not in
connection with the disposition of shares of Common Stock by Univest) without
the prior written consent of the Bank, which shall not be unreasonably withheld
or delayed.

    


    6. Notices.
All notices and other communications relating to this agreement shall be in
writing and (except for notices, elections and other communications under
Paragraph 2 of this agreement, which shall be by certified mail, return receipt
requested) shall be sent to the address set forth below of the recipient party
(or at such other address as such party may designate in writing to the other
party) and shall be deemed given if delivered personally, upon such delivery, if
made by facsimile transmission (with confirmation of receipt), upon confirmed
receipt thereof or if mailed by registered or certified U.S. mail (with return
receipt), upon receipt of the mailed notice or other communication:

    


    (a) if to
the Bank:

    


    
      
        
           


        

        
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    New
Century Bank

    513
Kimberton Road

    Phoenixville,
Pennsylvania 19460

    Attention:
Kenneth B. Mumma,

    Chairman
and Chief Executive Officer

    Fax
Number: 610-933-6922

    


    and

    


    (b) if to
Univest:

    


    Univest Corporation of
Pennsylvania

    14 North Main Street

    Souderton, Pennsylvania
18964

    Attention: William Aichele

    Chief Executive Officer

    Fax Number: 215-721-2408

    


    7. Governing
Law. This agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Pennsylvania.

    


    8. Duration.
Except as otherwise provided in this agreement, this agreement shall remain in
effect unless and until (a) Univest shall no longer own any shares of Common
Stock of the Bank or (b) the consolidation or merger of the Bank with or into
another company and the Bank shall not be the surviving entity.

    


    9. Adjustment
upon Changes in Capitalization. In the event that all outstanding shares
of Common Stock are changed into or exchanged for any other stock or securities
of the Bank by reason of any reclassification, reorganization or other change of
outstanding shares of Common Stock, the Bank shall cause effective provisions to
be made so that Univest shall thereafter have the right to purchase such other
stock and/or securities by exercising the option provided in this
agreement.

    


    10. No
Fractional Shares; Limit on Option Exercise and Issue of Shares. The Bank
shall not be required to sell fractions of shares of Common Stock pursuant to
this agreement. If Univest would, except for this paragraph, have the right to
purchase any fraction of a share of Common Stock pursuant to this agreement, the
Bank will round down and sell to Univest only the largest whole number of
Additional Shares to which Univest is otherwise entitled. Notwithstanding any
other provision of this Agreement, Univest shall not have the right to purchase
any Additional Shares and the Bank shall not be obligated to issue any
Additional Shares if, immediately after or as a result of such purchase or
issuance Univest and any "affiliates" of Univest (as defined pursuant to the
Bank Holding Company Act of 1956, as amended, or the regulations thereunder)
together would control more than 9.99% of the outstanding shares of any class of
voting securities of the Bank.

    


    
      
        
           


        

        
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    11. Representations,
Warranties and Covenants of Univest. Univest hereby represents, warrants
and covenants to the Bank as follows:

    


    (a) Univest will acquire Additional
Shares in good faith for the purpose of investment in the Bank and not for the
purpose of resale or for distributing or publicly selling Additional Shares to
others, or for dividing Univest' participation with others in Additional Shares
or any portion thereof issued pursuant to this agreement. Univest will acquire
Additional Shares only for its own account. There is no present arrangement or
agreement for the sale, pledge or other transfer to any person of any Additional
Shares that may be acquired by Univest and Univest is not presently aware of any
particular occasion, event or circumstance upon the occurrence or happening of
which Univest would be obligated or would intend to sell any Additional
Shares.

    


    (b) Univest further understands and
acknowledges that the Bank has not registered the issuance of the option
provided by this agreement and will not register the sale of Additional Shares
under the Securities Act of 1933 (the "1933 Act") or under the securities laws
of any state or other jurisdiction.

    


    (c) Univest' principal office is
located in the Commonwealth of Pennsylvania.

    


    (d) Univest is familiar with the
business, financial condition and operations of the Bank, has been given the
opportunity to inspect the Bank's financial, corporate and other records and to
conduct such further due diligence regarding the Bank as Univest deems
appropriate.

    


    (e) Univest is capable of evaluating
the merits and risks of its prospective investment in the Bank through purchases
of Additional Shares.

    


    (f) In the event that Univest at any
time contemplates the disposition (whether by sale, exchange, gift, or other
form of transfer) of any Additional Shares, Univest will first notify the Bank
of such proposed disposition and will thereafter cooperate with the Bank in
complying with all applicable requirements of federal and state securities laws
which, in the opinion, reasonably exercised, of the Bank or its counsel, must be
satisfied prior to the making of such disposition. Univest will not sell,
hypothecate, or otherwise transfer or dispose of any or all Additional Shares
unless Univest delivers to the Bank, by an attorney reasonably satisfactory to
the Bank's legal counsel, a written opinion, reasonably satisfactory to the Bank
and its legal counsel, to the effect that one or more exemptions from
registration under applicable federal and state securities laws and regulations
are available with respect to such disposition. Neither the Bank nor any
transfer agent for the Bank shall be obligated to transfer or record the
transfer of any Additional Shares until the provisions of this paragraph have
been satisfied. If required in the judgment, reasonably exercised, of the Bank's
legal counsel to comply with applicable securities laws or regulations, the Bank
or its transfer agent may require appropriate legends to be place on any
certificates for Additional Shares to be delivered pursuant to this agreement
and any certificates to be delivered upon transfer of Additional Shares by
Univest. The provisions of this paragraph shall apply to all Additional Shares
and to any securities into which Additional Shares may be converted, combined or
divided, whether in connection with a merger, reclassification,
recapitalization or reorganization of the Bank or otherwise, as well as all
securities of the Bank distributed on the Additional Shares and such other
securities. Univest agrees to indemnify the Bank against, and hold it harmless
from, all losses, liabilities, costs and expenses (including reasonable
attorneys' fees) which arise as a result of a sale, exchange or other transfer
of any Additional Shares other than as permitted by this paragraph. The
foregoing agreement of Univest to indemnify and hold harmless the Bank shall
survive Univest's purchase of Additional Shares, any resale of such shares and
any modification or termination of this agreement.

    


    
      
        
           


        

        
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    (g) The Bank is relying upon Univest's
representations, warranties and covenants contained in this agreement in
granting the option provided in this agreement.

    


    12. Further
Conditions to Sale of Additional Shares. The Bank shall not be obligated
to sell any Additional Shares to Univest pursuant to this agreement unless in
each case the Bank, in good faith, determines that such sale (a) may be made
without registration or qualification of the sale pursuant to the 1933 Act or
applicable state securities laws and (b) would not violate or contravene any
other applicable law. Upon request of the Bank, as a condition to each sale of
Additional Shares, Univest shall execute and deliver to the Bank a certificate
containing such representations, warranties and covenants as the Bank may
reasonably request to enable it to make the foregoing
determinations.

    


    13. Waiver
and Amendment. Any provision of this agreement may be waived at any time
by the party that is entitled to the benefits of such provision, but no such
waiver shall be effective unless it is contained in a written waiver executed by
such party. This agreement may not be modified, amended, altered or supplemented
except by the execution and delivery of a written agreement by the Bank and
Univest.

    


    IN WITNESS WHEREOF, each of the Bank
and Univest, intending to be legally bound, has caused this agreement to be
executed by its duly authorized officer.

    


    
      	
              NEW
      CENTURY BANK

            	
              UNIVEST
      CORPORATION OF

            
	 
      	
              PENNSYLVANIA

            
	 
      	 
      
	 
      	 
      
	
              By:
      /s/ Kenneth
      B. Mumma

            	
              By:
      /s/ Wallace
      H. Bieler

            
	 
      	 
      
	 
      	 
      
	
              Name:
      Kenneth B. Mumma

            	
              Name:
      Wallace H. Bieler

            
	
              Title:
      Chairman and

            	
              Title:
      Chief Operation Officer,

            
	
              Chief
      Executive Officer

            	
              Sr.
      Executive Vice President, and

            
	 
      	
              Chief
      Financial Officer

            


    

    


     

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