Exhibit 10.2
INDEPENDENT COMMUNITY BANKSHARES, INC.
1997 STOCK OPTION PLAN
ARTICLE I
Definitions
1.01 Affiliate means any entity that is a subsidiary corporation of
the Company. For this purpose, "subsidiary corporation" means any corporation
(other than the Company) in an unbroken chain of corporations beginning with the
Company if, at the time of the granting of the Option one or more of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50 percent or more of the total combined voting power of all classes
of stock in such corporation.
1.02 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.
1.03 Board means the Board of Directors of the Company.
1.04 Code means the Internal Revenue Code of 1986 and any amendments
thereto.
1.05 Common Stock means the common stock of the Company.
1.06 Company means Independent Community Bankshares, Inc.
1.07 Fair Market Value means, on any given date, (i) the mean between
the bid and asked prices of the Common Stock for such date or, if the Common
Stock was not traded on such day, then on the next preceding day that the Common
Stock was so traded, or (ii) in the event the Board determines that the bid and
asked prices for the Common Stock are not available to do not provide an
accurate measure of Fair Market Value, such other amount as the Board shall
determine based upon a good faith method of valuation to be the Fair Market
Value.
1.08 Option means a stock option that entitles the holder to purchase
from the Company a stated number of shares of Common Stock at the price set
forth in an Agreement.
1.09 Participant means an employee of the Company or of an Affiliate
who satisfies the requirements of Article IV and is selected by the Board to
receive an Option.
1.10 Plan means the Independent Community Bankshares, Inc. 1997 Stock
Option Plan.
ARTICLE II
Purposes
The Plan is intended to xxxxxx and promote the long-term growth and
financial success of the Company and its Affiliates by assisting the Company in
recruiting and retaining key employees with ability and initiative by enabling
individuals who contribute significantly to the Company or an Affiliate to
participate in its future success and to associate their interests with those of
the Company. The proceeds received by the Company from the sale of Common Stock
pursuant to this Plan shall be used for general corporate purposes. The Plan is
not expected to have any material effect on the value of issued and outstanding
shares of the Company's Common Stock.
The Plan is intended to enable stock options granted under the Plan to
qualify as incentive stock options ("Incentive Stock Options") under Section
422A of the Internal Revenue Code of 1986, as amended (the "Internal Revenue
Code").
ARTICLE III
Administration
The Plan shall be administered by the Board. The Board shall have
authority to grant Options upon such terms (not inconsistent with the provisions
of this Plan) as the Board may consider appropriate. Such terms may include
conditions (in addition to those contained in the Plan) on the exercisability of
all or any part of an Option. In addition, 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 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 with respect to this
Plan or any Agreement or Option. All expenses of administering this Plan shall
be borne by the Company.
ARTICLE IV
Eligibility
4.01 General. Any employee of the Company or of any Affiliate
(including any corporation that becomes an Affiliate after the adoption of this
Plan) who, in the judgment of the Board, has contributed significantly or can be
expected to contribute significantly to the profits or growth of the Company or
an Affiliate may receive one or more Options.
4.02 Grants. The Board shall designate individuals to whom Options
are to be granted and will specify the number of shares of Common Stock subject
to each grant. All Options granted under this Plan shall be evidenced by
Agreements which shall be subject to applicable provisions of this Plan and to
such other provisions as the Board may adopt.
ARTICLE V
Shares Subject to Plan
Upon the exercise of any Option, the Company shall deliver to the
Participant authorized but unissued shares of 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 45,000, subject to the adjustment as
provided in Article XII. If an Option is cancelled by mutual agreement of the
Company and a Participant or 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
Tax Character of Options
The Board shall have the discretion to designate whether Options shall
be Incentive Stock Options or non-statutory options. To the extent that an
Option exceeds the limitation described in Article X, the Option shall not be an
Incentive Stock Option.
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ARTICLE VII
Price
The price per share paid by a Participant for Common Stock purchased on
the exercise of an Incentive Stock Option shall be equal to the Fair Market
Value per share of the Company's Common stock on the date the Option is granted.
In the discretion of the Board, the price per share paid by a Participant in
connection with a non-statutory stock Option may be less then at the Fair Market
Value per share of the Company's Common Stock on the date the Option is granted.
ARTICLE VIII
Exercise of Options
8.01 Maximum Option Period. No Option shall be exercisable after the
expiration of ten years from the date Option was granted. The Board, at the time
of grant, may direct that an Option be exercisable for a period of less than
such maximum period.
8.02 Nontransferability. Any Option 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 the
Participant in any Option shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.
8.03 Employee Status. In the event that the terms of any Option
provide that it may be exercised only during employment or within a specified
period of time after termination of employment, the Board may decide in each
case to what extent leaves of absences for governmental or military service,
illness, temporary disability, or other reason shall not be deemed interruptions
of continuous employment.
ARTICLE IX
Method of Exercise of Options
9.01 Exercise. Subject to the provision of Articles VIII and XIII, an
Option may be exercised in whole at any time or in part from time to time at
such times and in compliance with such requirements as the Board shall
determine. An Option granted under this Plan may be exercised with respect to
any number of whole shares less then the full number for which the Option could
be exercised. Such partial exercise of an Option shall not affect the right to
exercise the Option from time to time in accordance with this Plan with respect
to remaining shares subject to the Option.
9.02 Payment. Unless otherwise provided by the Agreement, payment of
the Option price shall be made in cash or a cash equivalent acceptable to the
Board. If the Agreement provides, payment of all or part of the Option price may
be made by surrendering shares of Common Stock to the Company. If Common Stock
is used to pay all or part of the Option price, the shares surrendered must have
a Fair market Value (determined as of the day preceding the date of exercise)
that is not less than such price or part thereof.
9.03 Shareholder Rights. No Participant shall, as a result of
receiving an Option, have any rights as a shareholder until the date he
exercises such Option.
ARTICLE X
Limitations on Incentive Stock Options
No Incentive Stock Option shall be granted to any optionee which would
cause the aggregate Fair Market Value of the stock with respect to which
Incentive Stock Options are exercisable by such optionee for the first time
during any calendar year to exceed $100,000. For the purposes of this Article,
Incentive Stock Options include all Incentive Stock Options under plans of the
Company and its Affiliates.
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ARTICLE XI
Change in Control
11.01 Options. An Agreement may provide that an Option that is
outstanding on a Change in Control Date shall be exercisable in whole or in part
on that date and thereafter during the remainder of the option period stated in
the Agreement.
11.02 Change in Control. A Change in Control occurs if, after the date
of the Agreement, (i) any person who is not a Director of the Company on the
date that this Plan is adopted by the shareholders of the Company, including a
"group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
becomes the owner or beneficial owner of Company securities having 20% or more
of the combined voting power of the then outstanding Company securities that may
be cast for the election of the Company's directors (other than as a result of
an issuance of securities initiated by the Company, or open market purchases
approved by the Board, as long as the majority of the Board approving the
purchases is a majority at the time the purchases are made); or (ii) as the
direct or indirect result of, or in connection with, a cash tender or exchange
offer, a merger or other business combination, a sale of assets, a contested
election, or any combination of these transactions, the persons who were
Directors of the Company before such transactions cease to constitute a majority
of the Company's Board, or any successor's board, within two years of the last
of such transactions; or (iii) with respect to a Participant employed by an
Affiliate, an event occurs with respect to the employer such that, after the
event, the employer is no longer an Affiliate and the Participant is not longer
employed by the Company or an Affiliate. For purposes of this Agreement, the
Control Change Date is the date on which an event described in (i), (ii) or
(iii) occurs. If a Change in Control occurs on account of a series of
transactions, the Control Change Date is the date of the last of such
transactions.
ARTICLE XII
Adjustment Upon Change in Common Stock
Should the Company effect one or more stock dividends, stock split-ups,
subdivisions or consolidations of shares, the number of shares as to which
Options may be granted under this Plan shall be proportionately adjusted and the
terms of Options shall be adjusted as the Board shall determine to be equitably
required. Any determination made under this Article XII 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 therefore, 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,
Options.
ARTICLE XIII
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 limitations, withholding tax
requirements) 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
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consent or approval as the Board may deem advisable from regulatory bodies
having jurisdiction over such matters.
ARTICLE XIV
General Provisions
14.01 Effect of Employment. Neither the adoption of this Plan, nor any
Agreement or other document describing or referring to this Plan (or any part
thereof) shall confer upon any employee any right to continue in the employ of
the Company or an Affiliate or in any way affect any right and power of the
Company or an Affiliate to terminate the employment of any employee at any time
with or without assigning a reason therefor.
14.02 Unfunded Plan. The Plan, insofar as it provides for grants shall
be unfunded, and neither the Company nor any Affiliate shall be required to
segregate any assets that may at any time be represented by grants under this
Plan. Any liability of the Company or an Affiliate 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 or
an Affiliate shall be deemed to be secured by any pledge of, or other
encumbrance on, any property of the Company or an Affiliate.
14.03 Rules of Construction. Headings are given to the articles of
this Plan solely as a convenience to facilitate reference. The reference to any
statute, regulations, or other provision of law shall be construed to include
any amendment to or successor of such provision of law.
ARTICLE XV
Amendment
The Board may amend or terminate this Plan from time to time; provided,
however, that if this Plan is approved by the Company's shareholders, no
amendment may become effective until shareholder approval of such amendment is
obtained if the amendment (i) materially increases the aggregate number of
shares that may be issued pursuant to Options, (ii) materially increases the
benefits accruing to Participants under the Plan, or (iii) materially changes
the class of employees eligible to become Participants. No amendment shall,
without a Participant's consent, adversely affect any rights of such Participant
under an Option outstanding at the time such amendment is made.
ARTICLE XVI
Duration of Plan
No Option may be granted under this Plan after November 12, 2007.
Options granted before such date shall remain valid in accordance with their
terms.
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