EXHIBIT 4(d)
1.04 Stock Options.
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(a) Between the date of this Agreement and the Effective Date (as
hereinafter defined), each person holding one or more Louisiana Bancshares
Options (as defined in Section 5.03) shall continue to have the right to
exercise any vested Louisiana Bancshares Option.
(b) At the Effective Date, each Louisiana Bancshares Option that is an
outstanding and unexercised non-qualified stock option or incentive stock option
(within the meaning of Section 422 of the Code) immediately prior thereto shall
cease to represent a right to acquire shares of Louisiana Bancshares Common
Stock and shall be assumed by B&K and converted automatically into an option to
purchase shares of B&K Common Stock in an amount and at an exercise price
determined as provided below (and otherwise subject to the terms of Section
424(a) of the Code (in the case of incentive stock options) and the Louisiana
Bancshares Option Plan (as defined in Section 5.03) and the agreements
evidencing grants thereunder):
(i) the number of shares of B&K Common Stock to be subject to
the converted option shall be equal to the product of the number of shares of
Louisiana Bancshares Common Stock subject to the original Louisiana Bancshares
Option, multiplied by the Per Share Merger Consideration (provided that such
number of shares shall be rounded to the nearest whole share); and
(ii) the exercise price per share of B&K Common Stock under
the converted Louisiana Bancshares Option shall be equal to the exercise price
per share of Louisiana Bancshares Common Stock under the option, divided by the
Per Share Merger Consideration (provided that such exercise price shall be
rounded to the nearest whole cent).
1.05 Fractional Shares. Each holder of Louisiana Bancshares Common
Stock who would otherwise have been entitled to receive a fraction of a share of
B&K Common Stock pursuant to the Holding Company Merger (or upon the exercise of
a stock option, as the case may be) shall receive, in lieu thereof, an amount in
cash (without interest) equal to the product of such fractional share,
multiplied by the "Market Price" of B&K Common Stock. For these purposes, the
Market Price of B&K Common Stock shall be the average of the high and low
closing bid quotations with respect to B&K Common Stock as reported by the
National Association of Securities Dealers Automated Quotation System Small Cap
Market during the period of 20 business days immediately prior to the business
day that is 3 business days preceding the Effective Date (or the exercise date
of the stock option, as the case may be).
