Exhibit 10.2
EMPLOYEE STOCK OPTION OF
MILLENNIUM BANKSHARES CORPORATION (MBC)
COMMON STOCK
In consideration of past and anticipated future performance to
MILLENNIUM BANKSHARES CORPORATION (MBC), a Corporation registered in Virginia,
hereafter referred to as the Corporation, ________________________________ as
Optionee, is hereby granted by the Corporation, the right and option, hereafter
called the Option, to purchase all or any part of an aggregate of
_____________________ shares of Common Stock of the Corporation, hereafter
referred to as Stock, on the terms and conditions hereinafter set forth:
SECTION ONE
Purchase Price
The purchase price of each share of the capital Stock of the
Corporation to be sold under this Option shall be $_______________, which is the
fair market price per share determined by the Corporation's Board of Directors
as of ____________________.
SECTION TWO
Duration
Subject to SECTION SIX, this Option shall continue until
_______________________, unless sooner terminated under the provisions of
SECTION THREE hereof. Should the Optionee fail, neglect, or refuse to purchase
Stock, as provided in SECTION SIX hereof, or fail to make any payments for the
purchase of Stock, such failure, neglect or refusal shall be deemed as a
forfeiture of this Option to purchase, and the same shall be null and void as to
all amounts of Stock mentioned herein unpurchased at the time of such
forfeiture.
SECTION THREE
Termination
In the event that the employment of Optionee should be terminated for
any cause, except retirement, [retirement defined as any employee who has
reached the age of sixty five (65), and retires thereunder], whether by reason
of resignation, discharge or death, the Option shall terminate on the date on
which such employment shall have terminated.
SECTION FOUR
Transfer
The Option may not be transferred and may be exercised only by Optionee
during his lifetime. More particularly, but without limiting the generality of
the foregoing, the Option may not be assigned, transferred, pledged or
hypothecated in any way (whether by operation of law or otherwise), and shall
not be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of the Option
contrary to the
provisions hereof, and the levy of any attachment or similar process on the
Option, shall be null and void and without effect, and shall terminate this
Option.
SECTION FIVE
When Exercisable
The Option may be exercised as of _________________ through
__________________, subject to terms of SECTION SIX hereof, so long as Optionee
shall have remained in the continuous employ of the Corporation as defined in
SECTION THREE hereof. For the purpose of this SECTION FIVE, this Option includes
any option to purchase stock of the Corporation, or of any other corporation
which, at the time such option is granted, is a parent or subsidiary of the
Corporation, or a predecessor of any such corporations.
SECTION SIX
Performance Conditions and Exercise
Subject to continued employment, attainment of personal goals and
satisfactory personal performance as determined by management, 1/5 of the option
or __________________________ shares may first be exercised in part on or about
________________________. The next 1/5 of the options or _________________
shares may then be exercised in part or in whole on or about
________________________, and so on. Vested and eligible shares must be
exercised no later than ________________________. The performance conditions for
each calendar year shall be set by company management and the optionee.
NOTE: The individual option periods are consecutive and you must exercise each
option in a consecutive manner before the next option is exercised. Furthermore,
if the performance conditions are not met in any year as determined by the Board
of the Corporation, then the options for that year expire and are thereafter
void.
SECTION SEVEN
Notice of Exercise; Issuance of Certificates
Subject to the terms and conditions of this agreement, including the
condition of execution of a Stock Transfer Agreement, the Option may be
exercised by written notice to the Corporation, at its principal office at 0000
Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxx 00000, attention of the Secretary. Such
notice shall state the election to exercise the Option, the number of shares for
which it is being exercised, and the Optionee's willingness to sign a Stock
Transfer Agreement. Upon receipt of such notice, the Corporation shall offer and
provide to Optionee a copy of the Corporation's Stock Transfer Agreement for
evaluation, acceptance, and execution. Upon execution of the Corporation's Stock
Transfer Agreement, the Optionee, by written notice to the Secretary of the
Corporation, may purchase such shares for the price agreed herein under SECTION
ONE. Such purchase notice shall contain a representation and agreement by the
person or persons so exercising the Option that such shares are being purchased
for investment and not with a view to the distribution or resale thereof, and
shall be signed by the person or
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persons so exercising the Option. Such notice shall be accompanied by a
certified or bank cashier's check payable to the order of the Corporation for
the full purchase price of the shares which the employee is purchasing according
to SECTION SIX hereof. Provided that the total option amount is at least
$10,000, the Corporation may (at its option) permit the Optionee to sign a
Promissory Note for up to ninety percent (90%) of the purchase price, with the
Corporation being the Holder of the Note, said shares being pledged as security
for the Note, and the execution of a Pledge Agreement by Optionee. The
certificate or certificates representing the shares shall be issued subject to
the Stock Transfer Agreement and delivered by the Corporation as soon as
practicable after receipt of the notice and payment of all monies owed under
either this Option or a Promissory Note. Such certificate or certificates shall
be registered in the name of the person or persons so exercising the Option, and
shall be delivered on the written order of the person or persons exercising the
Option.
SECTION EIGHT
Purchase for Investment Only
Optionee shall represent and agree that any and all shares of common
stock purchased by him pursuant to the Option will be purchased for investment
and not with a view to the distribution or resale thereof.
SECTION NINE
Adjustment on Recapitalization
In the event of a merger, consolidation, reorganization,
recapitalization (except in connection with a public offering of Company stock),
reclassification of stock, stock dividend, split-up or other change in the
corporate structure or capitalization of the Corporation affecting the
Corporation's common Stock as presently constituted, appropriate adjustments
shall be made by the Board of Directors in the aggregate number and kind of
shares subject to the Option, the maximum number and kind of shares for which
Options may be granted in any calendar year, the maximum number and kind of
shares for which Options may be granted to any one employee, and the number and
kind of shares and the price per share subject to outstanding Options. Except in
connection with a public offering of Company stock, in the event that there is a
change in control of the Company of at least fifty-one percent (51%) of the
ownership of all common stock then issued and outstanding, any options that have
been granted but not otherwise vested for purposes of exercising shall
immediately vest and be exercisable thereafter.
SECTION TEN
Registration of Shares
If, at any time, the Corporation shall determine in its discretion that
the registration or qualification of the shares covered by the Option under any
state or federal law is necessary or desirable as a condition of or in
connection with the delivery of such shares on the exercise of the Option, the
delivery of such shares shall be deferred until such registration or
qualification shall have been effected. In the event the Corporation determines
that the registration or qualification of shares covered by an Option is
necessary or desirable, the Corporation shall, at its expense, take such action
as may be required to effect such registration or qualification. If the common
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stock applicable to the options or the options themselves are registered under
the United States Securities Exchange Commission rules and regulations, then all
vested options of employees that are officers of the Company shall be restricted
from exercise for two years from the effective date of said registration and all
vested options of all other employees of the Company shall be restricted from
exercise for six months from the effective date of said registration.
Notwithstanding the restrictions as stated in this Section Ten, said
restrictions shall lapse on the day before the exercise term or duration date of
the option as provided for in Section Six herein.
MILLENNIUM BANKSHARES CORPORATION
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Chairman and CEO
Date: September 2, 1999
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