EXHIBIT 99.2
SALES PLAN
This Sales Plan is made this 17th day of December 2002, (the "Sales
Plan"), between Stanford Family Limited Partnership. ("Seller"), acting by a
General Partner, Xxxxxxx X. Xxxxxxxx ("Stanford"), and XXXXXXX XXXXX &
ASSOCIATES ("Broker").
WHEREAS, the Seller desires to establish this Sales Plan to sell shares
of common stock (the "Stock") of the First State Bancorporation, a New Mexico
corporation (the "Issuer") to be acquired by Seller through cashless exercises
of portions of Stanford's vested options (the "Options") granted to him under
Issuer's 1993 Stock Option Plan, and transferred to Seller in accordance with
Issuer's stock option transfer policy.
WHEREAS, the Seller, at the time of his execution of this Sales Plan,
is not aware of any material, non-public information about the Issuer or any
securities of the Issuer and is entering this Sales Plan in good faith and not
as part of a plan or scheme to evade Rule 10b-5 or Rule 10b5-1(c ) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
WHEREAS, the Seller desires to engage the Broker to effect partial
exercises of the Options and sales of the Stock acquired on the exercise of the
Options in accordance with the Sales Plan; and
NOW THEREFORE, the Seller and Broker agree as follows:
1. Broker is authorized to use its independent judgment during
the three (3) month period during the term of this Sales Plan
to exercise Options to acquire up to 20,000 shares of the
Stock and sell the Stock acquired on the exercise of the
Options at a price not less than $22.00.
2. Seller hereby appoints Broker as his Attorney-in-Fact for the
limited purpose of exercising the Options pursuant to the
Sales Plan.
3. The initial term of this Sales Plan shall be for the 3 months,
commencing December 20th 2002, and ending March 20, 2003.
This Sales Plan will terminate if:
(a) Seller or Broker fails to comply with the terms of
this Sales Plan;
(b) Broker becomes aware of material, non-public
information about the issuer;
(c) Upon the death of Xx. Xxxxxxxx;
(d) Issuer and/or Seller enter into an agreement that
restricts exercises and/or Sales under this Sales
Plan;
(e) Broker receives notice that Seller for any reason has
terminated this Sales Plan;
(f) Seller receives notice that Broker for a any reason
has terminated this Sales Plan;
1
(g) Seller files for protection from Seller's creditors
under the Bankruptcy Code or similar statute; or
(h) Broker receives notice that a tender or exchange
offer for the Stock has been commenced.
4. Seller does not intend for any sales to result in a meaningful
weakening of the price of the Stock. According, Broker is authorized to use its
independent judgment in determining the number of shares of Stock to be acquired
through exercise of the Option and to be sold each day.
5. Seller will not exercise any control over the timing or volume of
any exercises or sales of the Stock.
6. Broker will provide Seller, or it's representative, via e-mail after
the close of the market on days on which exercises and sales have been made,
with a summary, running total, and analysis of transactions to date. Broker
shall simultaneously give the same notice by email or telephone to Xxxxxxx Xxx,
Executive Vice President and Chief Operating Officer of the Issuer, or his
representative or successor, in order that the Issuer may assist the Seller's
making timely reports under the requirements of the Exchange Act. The
notification will not include any discussion of intention for future sales.
7. Seller and Stanford represent and warrant that they are not aware of
material, non-public information with respect to the Issuer or any securities of
the Issuer (including the Stock), are not subject to the any legal, regulatory
or contractual restriction or undertaking that would prevent the Broker from
conducting sales in accordance with the Sales Plan and is entering into this
Sales Plan in good faith and not as part of a plan or scheme to evade the
prohibitions of Rule 10b5-1. Seller will immediately notify the Broker if it
becomes subject to a legal, regulatory or contractual restriction or undertaking
that would prevent the Broker from making Sales pursuant to this Sales Plan,
and, in that case, Seller and Broker will cooperate to amend or otherwise revise
this Sales Plan to take account of the legal, regulatory or contractual
restriction or undertaking, however, neither party will be obligated to take any
action that would be inconsistent with the requirements of Rule 10b5-1(c).
8. The parties intend that this Sales Plan comply with the requirements
of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and this Sales Plan shall be
interpreted to comply with the requirements of Rule 10b5-1(c).
9. Broker agrees to conduct all public sales in accordance with the
manner of sales and other requirements of Rule 144 under the Securities Act of
1933. Broker will not effect any sale if the sale would exceed the then
applicable volume limitation under Rule 144, assuming Broker's sales under this
Sale Plan are the only sales subject to that limitation. This paragraph is not
intended, and will not, prohibit Broker from effecting sales through private
placements.
10. Seller will not take, and will ensure any person or entity with
which it would be required to aggregate sales of Stock pursuant to Paragraph
(a)(2) or (e) of Rule 144 will not take, any action which would cause the sales
to violate the requirements of Rule 144.
11. Seller will make all required Form 144 filings.
12. Seller will make all filings, if any, required under Section 13(d)
and Section 16 of the Exchange Act.
13. This Sales Plan will be governed by and construed in accordance
with the laws of the State of New Mexico and may be modified and amended only by
a writing signed by the parties and the Issuer.
IN WITNESS WHEREOF, the undersigned have executed this Sales Plan as of
the date first above written.
SELLER XXXXXXX XXXXX & ASSOCIATES
By:
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Xxxxxxx X. Xxxxxx, Xx. Xxxx Xxxxxxx
Xx. Vice President
