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Exhibit 10.2
THE SECURITIES ISSUABLE PURSUANT TO THIS OPTION AGREEMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). WHEN
ISSUED, SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR IN A
TRANSACTION WHICH IN THE OPINION OF COUNSEL FOR THE OPTIONEE, WHICH OPINION
SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, IS EXEMPT
FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.
FIRST COMMUNITY BANCSHARES, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT, effective as of January 1, 1999, by and
between First Community Bancshares, Inc., a Nevada corporation (herein referred
to as the "Corporation") and Xxxxx X. Xxxxxxxx, Xx. (herein referred to as the
"Optionee").
W I T N E S S E T H
WHEREAS, effective December 14, 1999, the Board of Directors of the
Corporation (hereinafter referred to as the "Board") adopted the First Community
Bancshares, Inc. 1999 Stock Option Plan (hereinafter the "Plan") to encourage
and facilitate investment in the common stock of the Corporation by those
individuals whose efforts will determine the future growth and continued success
of the Corporation; and
WHEREAS, the Plan is administered by the Board; and
WHEREAS, the Board has voted to grant the Optionee options to purchase
common stock in the Corporation pursuant to the terms of the Plan; and has
further authorized the execution and delivery of this Agreement.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, it is hereby agreed as follows:
1. GRANT OF OPTION. Subject to the provisions set forth herein and the
terms and conditions of the Plan, the terms of which are hereby incorporated by
reference, the Corporation hereby grants to Optionee an option to purchase from
the Corporation the number of shares of common stock, par value $1.00 per share
(the "Shares"), at the option price per share, and on the schedule, all as set
forth below. At the time of exercise of the option, payments of the purchase
price must be made in cash, or if the Board in its discretion agrees to so
accept, then by the delivery to the Corporation of other common stock owned by
Optionee, valued at its fair market value on the date of exercise, or in some
combination of cash and such common stock so valued.
(g) Number of Shares Subject to Option: 80,646
(h) Option Price Per Share: Pursuant to Annual Advice
(i) Date of Initial Grant: January 1, 1999
(d) Granting and Vesting Schedule: See following Table and
Exhibit I
DATE OF DEEMED GRANT # OF SHARES GRANTED DATE OF 100% VESTING EXERCISE PERIOD
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January 1, 1999 16,129.2 December 31, 2005 All vested options
January 1, 2000 16,129.2 December 31, 2006 are exercisable as
January 1, 2001 16,129.2 December 31, 2007 set forth in paragraph
January 1, 2002 16,129.2 December 31, 2008 3 below
January 1, 2003 16,129.2 December 31, 2009
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2. CONDITIONS TO EXERCISE OF OPTION. The exercise of the option is
conditioned upon the acceptance by Optionee of the terms hereof as evidenced by
his or her execution of this Agreement in the space provided therefor at the end
hereof and the return of an executed copy to the Secretary of the Corporation no
later than January 31, 2000.
3. EXERCISE OF OPTION. If Optionee remains employed by the Corporation
or any affiliate until he or she attains age 62, all vested options shall be
exercisable at any time after Optionee's 62nd birthday and before the fifth
anniversary of termination of employment. If Optionee's employment with the
Corporation is terminated due to disability (as determined by the Board) or
death, all vested options previously granted to Optionee shall be exercisable at
any time within five years after the date of such termination. If Optionee's
employment is terminated for any reason other than death, disability (as
determined by the Board) or retirement at or after age 62, no further vesting
shall occur following termination, and any vested options must be exercised
within 90 days after such termination of employment.
In the event of any change in control, options previously granted to (a) any
participant who is terminated without cause by the Corporation, its successor or
any affiliate during the 12 months preceding or at any time following the change
in control, and (b) any participant who remains employed by the Corporation or
its successor during the 90-day period following the change of control and
thereafter resigns, shall continue to be deemed granted and shall vest as if
Optionee remained employed. Such options shall be exercisable at any time after
such termination (subject to vesting requirements) until five years after
Optionee's 62nd birthday or death, whichever first occurs. Upon the conclusion
of such post-termination exercise period, this option shall be cancelled with
respect to all remaining Shares. Written notice of an election to exercise any
portion of the option specifying the portion thereof being exercised and the
exercise date, shall be given by Optionee or his lawfully appointed personal
representative in the event of Optionee's death (a) by delivering such notice to
the principal executive offices of the Corporation no later than the exercise
date, or (b) by mailing such notice, postage prepaid, addressed to the Secretary
of the Corporation at the principal executive offices of the Corporation, at
least three business days prior to the exercise date, in either case accompanied
by payment of the exercise price.
4. LIMITATION OF EXERCISE OF OPTION. The option may be exercised only
by Optionee during his or her lifetime and may not be transferred other than by
will or the applicable laws of descent or distribution. The option shall not
otherwise be transferred, assigned, pledged, or hypothecated for any purpose
whatsoever and is not subject, in whole or in part, to execution, attachment, or
similar process. Any attempted assignment, transfer, pledge or hypothecation or
other disposition of the option other than in accordance with the terms set
forth herein, shall be null and void and of no effect.
5. OPTION HOLDER NOT STOCKHOLDER. Neither Optionee nor any other person
entitled to exercise the option under the terms hereof shall be, or have any of
the rights or privileges of, a shareholder of the Corporation in respect to any
of the Shares issuable on exercise of the option, unless and until the purchase
price for such Shares is paid in full and certificates representing such Shares
are issued.
6. ADJUSTMENT TO STOCK OPTION AGREEMENT. In the event the option shall
be exercised in whole, this agreement shall be surrendered to the Corporation
for cancellation. In the event the option shall be exercised in part, or a
change in the number or designation of the common stock shall be made, this
agreement shall be delivered by Optionee to the Corporation for the purpose of
making appropriate notation thereon, or if otherwise reflecting in such manner
as the Corporation shall determine, the partial exercise or the change in the
number or designation of the Shares.
7. PROPRIETARY INFORMATION. Optionee, while providing services
hereunder, will have access to information, including without limitation
customer information, strategic plans, management and operating policies and
procedures, and similar information, which constitute proprietary information or
trade secrets of the Corporation or its affiliates. Optionee shall not, at any
time, whether during the term of this Agreement or otherwise, disclose any of
such proprietary information to any person or entity other than the Corporation,
its affiliates and employees.
8. COVENANT NOT TO COMPETE. During the term of employment hereunder and
for 36 months after termination of employment (by either party, whether or not
for cause), except with the prior written consent of the Corporation, Optionee
shall not directly or indirectly engage or participate in, or become a director
or officer of, or render advisory or other services to, or become interested in,
become an employee of, or make any financial investment in any firm,
corporation, holding company, business entity or other business enterprise
competing in any respect with the business of the Corporation or any of its
affiliates, whether presently being conducted or hereafter undertaken, from a
location within 50 miles of the headquarters of the Corporation, or within 25
miles of any other office of the Corporation or any affiliate from which
business is conducted at the time of termination, and shall not, during such
period, solicit business or otherwise call on any person or entity which was a
customer of the Corporation or any affiliate at the date of termination or at
any time within 12 months prior to such date.
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9. PLAN AND PLAN INTERPRETATIONS AS CONTROLLING. This option and the
terms and conditions herein set forth are subject in all respects to the
definitions, terms and conditions of the Plan, which are incorporated herein by
reference as if set forth herein and shall be controlling. All determinations
and interpretations of the Board shall be binding and conclusive upon the
Optionee or his or her legal representatives with regard to any question arising
hereunder or under the Plan to the extent not inconsistent with Section 83 of
the Internal Revenue Code and regulations issued thereunder.
10. DELIVERY AND REGISTRATION OF SHARES. Notwithstanding the provisions
contained herein to the contrary, the Corporation's obligation to deliver the
Shares hereunder shall be conditioned upon the receipt of a representation as to
the investment intention of the Optionee or any other person to whom such shares
are to be delivered, in such form as the Board shall determine to be necessary
or advisable to comply with the provisions of the Securities Act of 1933, as
amended, or any other federal, state or local securities rules or regulations.
Each certificate representing any Shares issuable upon exercise of this option
shall bear a legend indicating that such shares have not been registered under
any securities laws and may not be transferred in the absence of registration
under such laws or an opinion of counsel that such transfer is exempt from
registration.
11. GOVERNING LAW. The option and this agreement shall be construed,
administered and governed in all respects under and by the laws of the
Commonwealth of Virginia to the extent not inconsistent with Section 83 of the
Internal Revenue Code and regulations issued thereunder.
IN WITNESS WHEREOF, the Corporation has caused this option to be
granted and this agreement to be executed on behalf of the Corporation on the
date first above written.
FIRST COMMUNITY BANCSHARES, INC.
BY: __________________________________
CHAIRMAN OF THE BOARD OF DIRECTORS
The undersigned hereby accepts the option granted hereby and agrees to
comply fully with the terms and conditions hereof.
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XXXXX X. XXXXXXXX, XX., OPTIONEE
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