Exhibit 10.2
form of letter Amending the 1997 stock compensation plan
________ __ , 1999
[Optionee]
[Address]
Option Agreement Amendment
Dear ______________:
CFW Communications Company (the Company) recognizes that, as is the
case with many publicly held corporations, the possibility of a change in
control of the Company exists. The possibility of a change in control and the
uncertainty it may cause among management employees, may distract management
personnel to the detriment of the Company and its stockholders.
The Company's Board of Directors has determined that appropriate
steps should be taken to encourage the continued dedication of the company's
senior management, including yourself, to their assigned duties without
distraction in the face of a possible change in control of the company.
Accordingly, effective January 1, 2000, this letter amends the
option agreement or agreements by and between the Company and you dated prior to
the date hereof (the Agreement) to provide that the option will become fully
exercisable on (i) the date the Company enters into an Agreement, the
consummation of which would result in a "Change in Control"; or (ii) the date
any person (including the Company) publicly announces an intention to take or to
consider taking actions which if consummated would constitute a "Change in
Control". Notwithstanding the preceding sentence, no acceleration of the
option's exercisability shall occur if the Company determines that the
acceleration will have an adverse effect on the availability of pooling of
interest accounting. The remaining terms of your Agreement are not affected by
this letter and they remain unchanged.
For purposes of the Agreement, a "Change in Control" will result
from any of the following events:
(a) any "person," as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other
than the Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any Company owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company), is or becomes the owner
or "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of Company securities representing more than 30% of the
combined voting power of the then outstanding securities;
(b) during any period of two consecutive years (not including any
period prior to the execution of this Agreement), individuals who at the
beginning of such period constitute the Company's board of directors (the
Board), and any new director (other than a director designated by a person who
has entered into an agreement with the Company to effect a transaction described
in clause (a), (c) or (d) hereof) whose election by the Board or nomination for
election by the Company's stockholders was approved by a vote of a majority of
the directors then still in office who either (l) were directors at the
beginning of such period or (2) were so elected or nominated with such approval,
cease for any reason to constitute at least a majority of the Board;
CFW COMMUNICATIONS COMPANY FORM 10-K
(c) the stockholders of the Company approve a merger or
consolidation of the Company with any other Company and such merger or
consolidation is consummated, other than (l) a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than 50% of
the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation or
(2) a merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no "person" (as hereinabove defined)
acquires more than 30% of the combined voting power of the Company's then
outstanding securities; or
(d) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets and such liquidation
or sale of assets is consummated.
If you have any questions in this regard, please call
______________ at _______________.
Sincerely,
Xxxxx X. Xxxxxxxxx
President
