Exhibit 10.1
CFW COMMUNICATIONS COMPANY
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
CFW COMMUNICATIONS COMPANY
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
ARTICLE I
DEFINITIONS
1.01. AGREEMENT means a written agreement (including any
amendment or supplement thereto) between the Company and a
Participant specifying the terms and conditions of an Option
granted to such Participant.
1.02. BOARD means the Board of Directors of the Company.
1.03. BUSINESS DAY means any day other than Saturday, Sunday,
or a Company holiday.
1.04. CODE means the Internal Revenue Code of 1986, as
amended.
1.05. COMMON STOCK means the common stock of the Company.
1.06. COMPANY means CFW Communications Company.
1.07. DATE OF GRANT means each January 2 or if January 2 is
not a Business Day, the next Business Day thereafter during the
term of the Plan.
1.08. DIRECTOR means a member of the Board.
1.09. DISABILITY means a permanent and total disability as
defined in Section 22(e)(3) of the Code.
1.10. ELECTION DATE means each December 15 during the term of
the Plan.
1.11. FAIR MARKET VALUE means, on any given date, the average
of the closing bid and asked prices of a share of Common Stock as
reported by such source as the Board may select. If there
is no closing bid and asked price for the common stock on such
day, then Fair Market Value means the average of the closing bid
and asked prices as reported on the next preceding day as
reported by such source as the Board may select.
1.12. OPTION means a stock option that entitles the holder to
purchase from the Company a stated number of shares of Common
Stock at the shares' Fair Market Value.
1.13. PARTICIPANT means a Director who is not an employee of
the Company on the applicable Date of Grant.
1.14. PLAN means the CFW Communications Company Non-Employee
Directors' Stock Option Plan.
1.15. PRIMARY OPTION means an Option granted on January 2,
1997.
1.16. RETAINER FEE means any compensation payable to a
Director without regard to the Director's attendance at any
meeting of the Board.
ARTICLE II
PURPOSES
The Plan is intended to promote a greater identity of
interest between Participants and the Company's shareholders.
The Plan is also intended to provide an attractive investment
opportunity for Participants by allowing Participants to receive
Options in lieu of all or part of their annual Retainer Fee.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Board. The Board
shall have complete authority to interpret all provisions of this
Plan; to prescribe the form of Agreements; to adopt, amend,
and rescind rules and regulations pertaining to the
administration of the Plan; and to make all other determinations
necessary or advisable for the administration of this Plan. The
express grant in the Plan of any specific power to the Board
shall not be construed as limiting any power or authority of the
Board. Any decision made, or action taken, by the Board or in
connection with the administration of this Plan shall be final
and conclusive. No member of the Board shall be liable for any
act done in good faith with respect to this Plan or any Agreement
or Option. All expenses of administering this Plan shall be
borne by the Company.
ARTICLE IV
GRANT OF OPTIONS
On or before each Election Date, each Participant may elect
to receive an Option on the next Date of Grant in lieu of all or
part of the Retainer Fee, in multiples of ten percent, otherwise
payable to the Participant during the next following calendar
year. Except as provided in Article XIII, the Participant's
decision to receive an Option shall be irrevocable. Prior to
each Election Date the Board shall determine the number of shares
of Common Stock for which an Option shall be granted for a stated
amount of Retainer Fee relinquished by a Participant. All
Options shall be evidenced by Agreements which shall be subject
to the applicable provisions of the Plan and to such other
provisions as the Board may adopt.
ARTICLE V
STOCK SUBJECT TO OPTIONS
Upon the exercise of any Option, the Company may deliver to
the Participant (or the Participant's broker if the Participant
so directs) authorized but unissued Common Stock. The maximum
aggregate number of shares of Common Stock that may be issued
pursuant to the exercise of Options under this Plan is 25,000
shares. The maximum aggregate number of shares of Common Stock
that may be issued under this Plan shall be subject to adjustment
as provided in Article IX. If an Option is terminated, in whole
or in part, for any reason other than its exercise, the number of
shares of Common Stock allocated to the Option or portion thereof
may be reallocated to other Options to be granted under this
Plan.
ARTICLE VI
OPTION PRICE
The price per share for Common Stock purchased on the
exercise of an Option shall be the shares' Fair Market Value on
the Option's Date of Grant.
ARTICLE VII
EXERCISE OF OPTIONS
7.01. MAXIMUM OPTION PERIOD. No Option shall be exercisable
after the expiration of ten years from its Date of Grant.
7.02. NONTRANSFERABILITY. Options granted under this Plan
shall be nontransferable except by will or by the laws of descent
and distribution. During the lifetime of the Participant to whom
the Option is granted, the Option may be exercised only by the
Participant. No right or interest of a Participant in any Option
shall be liable for, or subject to, any lien, obligation, or
liability of such Participant.
ARTICLE VIII
METHOD OF EXERCISE
8.01. EXERCISABILITY OF PRIMARY OPTIONS. Subject to the
provisions of Articles VII, X, and XV, a Primary Option shall
become exercisable with respect to any number of whole shares
that equals, or most nearly equals but does not exceed,
five-twelfths (5/12) of the shares covered by the Option on May
1, 1997, and with respect to an additional number of whole shares
that equals, or most nearly equals but does not exceed,
one-twelfth (1/12) of the shares covered by the Option on the
first day of each of the six months thereafter and with respect
to the remaining shares, on December 1, 1997. The preceding
sentences to the contrary notwithstanding and subject to the
provisions of Articles VII, X, and XV, Primary Options shall
become fully exercisable if the Participant ceases to be a
Director due to the Participant's death or Disability.
8.02. EXERCISABILITY OF ALL OTHER OPTIONS. Subject to the
provisions of Articles VII, X, and XV, an Option other than a
Primary Option shall be exercisable with respect to any number of
whole shares that equals, or most nearly equals but does not
exceed, one-twelfth of the shares subject to the Option on the
Option's Date of Grant, and shall become exercisable with respect
to an additional number of whole shares that equals, or most
nearly equals but does not exceed, one-twelfth of the shares
subject to the Option on the first day of each of the ten months
thereafter and with respect to the remaining shares on the
December 1 next following the Option's Date of Grant. The
preceding sentences to the contrary notwithstanding and subject
to the provisions of Articles VII, X, and XV, an Option shall
become fully exercisable if the Participant ceases to be a
Director as a result of the Participant's death or Disability.
8.03. PAYMENT. Payment of the Option price may be made in
cash, by the surrender of shares of Common Stock, or a
combination thereof. If Common Stock is used to pay all or part
of the Option price, the sum of the cash paid and the Fair Market
Value (determined as of the day before the date of exercise) of
any shares surrendered must not be less than the Option price for
the shares for which the Option is exercised.
8.04. TERMINATION OF BOARD MEMBERSHIP. An Option shall be
forfeited as of the date that the Participant ceases to be a
Director except to the extent that the Option is then exercisable
or becomes exercisable as of that date. An Option that is
exercisable or that becomes exercisable when a Participant ceases
to be a Director may be exercised (by the Participant or his
estate or beneficiary following his death) until the date that is
ten years from the Option's Date of Grant.
8.05. SHAREHOLDER RIGHTS. No Participant shall have any
rights as a shareholder with respect to shares of Common Stock
subject to his Option until the date of exercise of such Option.
ARTICLE IX
ADJUSTMENT UPON CHANGE IN COMMON STOCK
The maximum number of shares that may be issued upon the
exercise of options under this Plan, and the terms of outstanding
Options shall be adjusted as the Board shall determine to be
equitably required in the event that the Company (a) effects one
or more stock dividends, stock split-ups, subdivisions or
consolidations of shares or (b) engages in a transaction
described in Section 424 of the Code applies. Any determination
made under this Article IX by the Board shall be final and
conclusive.
The issuance by the Company of shares of stock of any class,
or securities convertible into shares of stock of any class, for
cash or property, or for labor or services, either upon direct
sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the
Company convertible into such shares or other securities, shall
not affect, and no adjustment by reason thereof shall be made
with respect to, outstanding Options.
ARTICLE X
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Option shall be exercisable, no Common Stock shall be
issued, no certificates for shares of Common Stock shall be
delivered, and no payment shall be made under this Plan except in
compliance with all applicable federal and state laws and
regulations (including, without limitation, withholding tax
requirements), any listing agreement to which the Company
is a party, and the rules of all domestic stock exchanges on
which the Company's shares may be listed. The Company shall have
the right to rely on an opinion of its counsel as to such
compliance. Any share certificate issued to evidence Common
Stock for which an Option is exercised may bear such legends and
statements as the Board may deem advisable to assure compliance
with federal and state laws and regulations. No Option shall be
exercisable, no Common Stock shall be issued, no certificate for
shares shall be delivered, and no payment shall be made under
this Plan until the Company has obtained such consent or approval
as the Board may deem advisable from regulatory bodies having
jurisdiction over such matters.
ARTICLE XI
GENERAL PROVISIONS
11.01. EFFECT ON SERVICE. Neither the adoption of this Plan,
its operation, nor any documents describing or referring to this
Plan (or any part thereof) shall confer upon any Participant any
right to continue service as a Director.
11.02. UNFUNDED PLAN. The Plan, insofar as it provides for
grants, shall be unfunded, and the Company shall not be required
to segregate any assets that may at any time be represented by
grants under this Plan. Any liability of the Company to any
person with respect to any grant under this Plan shall be based
solely upon any contractual obligations that may be created
pursuant to this Plan. No such obligation of the Company shall
be deemed to be secured by any pledge of, or other encumbrance
on, any property of the Company.
11.03. RULES OF CONSTRUCTION. Headings are given to the
articles and sections of this Plan solely as a convenience to
facilitate reference. The reference to any statute, regulation,
or other provision of law shall be construed to refer to any
amendment to or successor of such provision of law.
ARTICLE XII
AMENDMENT
The Board may amend this Plan from time to time; provided,
however, that no amendment may become effective until shareholder
approval is obtained if the amendment (i) materially increases
the aggregate number of shares of Common Stock that may be issued
under the Plan, (ii) materially changes the class of individuals
eligible to become Participants or (iii) materially increases the
benefits that may accrue to Participants under the Plan. No
amendment shall, without a Participant's consent, adversely
affect any rights of such Participant under any Option
outstanding at the time such amendment is made.
ARTICLE XIII
TERMINATION
The Board may terminate this Plan at any time. This Plan
will terminate automatically, without any action of the Board if,
on any Date of Grant, there are insufficient shares available for
the grant of Options in accordance with the terms of the Plan in
which event Participants' elections with respect to such Options
shall be rescinded and such Participants' entire retainer fee
shall be payable in its customary fashion. The termination of
this Plan shall not affect any rights of a Participant under any
Option outstanding at the time of such termination.
ARTICLE XIV
DURATION OF PLAN
No Option may be granted under this Plan after January 2,
2006. Options granted on or before January 2, 2006, shall remain
valid in accordance with their terms.
ARTICLE XV
EFFECTIVE DATE OF PLAN
No Option granted under this Plan may become exercisable
until this Plan is approved by a majority of the votes entitled
to be cast by the Company's shareholders, voting either in
person or by proxy, at the 1997 annual meeting of the Company's
shareholders. In the event that the Company's shareholders do
not approve the Plan, each Participant shall receive a cash
payment on May 1, 1997 equal to the value of any Retainer Fees
relinquished pursuant to Section 4.01.
