Exhibit 5
STOCK OPTION AGREEMENT
THIS AGREEMENT, Made this 30th day of September, 1999, by and between
HERITAGE BANKSHARES, INC., a Virginia bank holding company (hereinafter referred
to as "Company" and Xxxxxx X. Xxxxx hereinafter referred to as Xxxxx.
WHEREAS, The Board of Directors adopted a Stock Option Plan on the 27th
day of January 1999.
WHEREAS, the Stock Option Plan was to become effective after it had been
approved by a vote of a majority of the outstanding shares of the Company; and
WHEREAS, at the Annual Stockholders Meeting held on the 25th of May,
1999, the requisite majority of outstanding shares approved the Stock Option
Plan; and
WHEREAS, the Committee appointed by the Chairman in accordance with the
provisions of said Plan wishes to effectuate said Stock Option Plan and to grant
options to purchase the stock of the company under the terms and conditions as
hereinafter set forth, and said grant was approved by the Board of Directors at
its meeting on August 25, 1999.
NOW THEREFORE , That for and in consideration of the premises and other
good and valuable considerations, the parties hereto do convenant and agree as
follows:
1. The Company does hereby grant unto Xxxxx 3,900 options (one option
equaling one share of stock) to purchase 3,900 shares of common stock of
Heritage Bankshares, Inc., at an option price of $14.50 per share on the
following terms and conditions:
(a) The options shall accrue to Xxxxx at the rate of 1/3 per year of the
total grant, or 1,300 options per year of service, (the first said year to
commence on the 1st day of October, 1999 and shall continue to accrue each year
thereafter until the full amount of the grant has been exhausted. Xxxxx shall
have the right to exercise the options in accordance with Section 9 of the Stock
Option Plan as soon as they accrue.
(b) The options granted hereunder shall be exercised within a ten year
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period unless otherwise extended by the Board of directors. In the event that
the options are not exercised then they shall lapse at the end of the said ten
year period or sooner as hereinafter provided .
(c) The options are granted upon the condition that Xxxxx remains in the
employment of the Company and in good standing.
(d) In the event that Xxxxx resigns or is discharged from the employment
of the Company, then he shall be entitled to only the options which have accrued
over the period of each full year up to the date of his resignation or discharge
but in no event shall fractional shares be granted. Further in case of the above
the remaining unaccrued options shall lapse and be of no force and effect.
(e) The Board of directors have approved said grant of options as
contained herein at its meeting on August 25,1999.
2. The options granted hereunder shall be exercised by a written notice
which shall state:
(a) the election to exercise the option; the number of shares in respect
of which it is being exercised; the person in whose name the stock certificate
or stock certificates have such shares of common stock is to registered; his and
her address and social security number.
(b) be signed by the person entitled to exercise the option.
(c) be in writing and delivered in person or by certified mail to the
Shareholder Relations Department of the Company.
3. The options granted hereunder may not be transferred in any manner
otherwise than by Will or by the laws of descent and distribution (to anyone
other than the Optionee's spouse or executor).
The terms of this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
Date of Grant: September 30, 1999
/s/ Xxxxx X. Xxxxxxxx, Xx
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Xxxxx X. Xxxxxxxx, Xx
Chairman of the Board
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