EXHIBIT 10.13.2
FIRST COLONY CORPORATION
Stock Option Agreement
Participant:
Date of Grant:
Number of Shares Granted:
Option Price Per Share: $
199_ Earnings: $
THIS AGREEMENT dated the 12th day of December, 1994, between
FIRST COLONY CORPORATION, a Virginia corporation (the
"Corporation"), and the Participant named above, is made pursuant
and subject to the provisions of the Corporation's 1992 Omnibus
Stock Incentive Plan (the "Plan"), a copy of which has been given
to Participant. All terms used herein that are defined in the
Plan have the same meaning given them in the Plan.
1. Grant of Option. Pursuant to the Plan, the
Corporation, on the date of grant set forth above, granted to
Participant, subject to the terms and conditions of the Plan and
subject further to the terms and conditions herein set forth, the
right and option to purchase from the Corporation all or any part
of the above stated number of shares of Common Stock at the above
stated price per share (the "Option Price"), being not less than
the Fair Market Value per share of the Common Stock on the date
of grant. Such option will be exercisable as hereinafter
provided. This option is intended to be a statutory stock option
subject to Sections 421 and 422 of the Code to the extent that
the terms of the option, including its exercisability, satisfy
the requirements of those Code sections.
2. Terms and Conditions. This option is subject to the
following terms and conditions:
(a) Expiration Date. This option shall expire ten
years from the date of grant of this option. This option may not
be exercised on or after the tenth anniversary of its grant.
(b) Exercise of Option. Except as provided in
paragraphs 3, 4, and 5:
(i) the first 20% of the shares subject to this
option shall be exercisable whenever:
(A) the Average Share Price exceeds $_____,
or
(B) Earnings for any year exceed
$___________;
(ii) the second 20% of the shares subject to this
option shall be exercisable whenever:
(A) the Average Share Price exceeds $_____,
or
(B) Earnings for any year exceed
$___________;
(iii)the third 20% of the shares subject to this
option shall be exercisable whenever:
(A) the Average Share Price exceeds $_____,
or
(B) Earnings for any year exceed
$___________;
(iv) the fourth 20% of the shares subject to this
option shall be exercisable whenever:
(A) the Average Share Price exceeds $_____,
or
(B) Earnings for any year exceed
$___________;
(v) the final 20% of the shares subject to this
option shall be exercisable whenever:
(A) the Average Share Price exceeds $_____,
or
(B) Earnings for any year exceed
$___________;
Once any 20% increment of this option has become
exercisable in accordance with the preceding sentence,
it shall continue to be exercisable until the
termination of Participant's rights hereunder pursuant
to paragraph 3, 4, or 5, or until the option period has
expired. The Average Share Price means the average of the
closing price of the Corporation's stock for any five
consecutive trading days. For purposes of the
Agreement only, and for any calendar year during the
term of this Agreement, Earnings means income before
income taxes, cumulative effect of accounting changes, and
extraordinary items (as defined in APB30) and shall exclude
realized gains on investments and related amortization
of intangibles and reserve adjustments and includes a
deduction for preferred stock dividends.
(c) Method of Exercising and Payment for Shares. This
option shall be exercised by written notice delivered to the
attention of the Corporation's Secretary or Assistant Secretary
at the Corporation's office at 700 Main Street, P.O. Box 1280,
Lynchburg, Virginia 24505. The exercise date shall be (i) in the
case of notice by mail, the date of postmark, or (ii) if
delivered in person, the date of delivery. Such notice shall be
accompanied by payment of the option price in full, in cash or
cash equivalent acceptable to the Executive Compensation
Committee of the Board of Directors of the Corporation (the
"Committee"), or by the surrender of shares of Common Stock with
an aggregate Fair Market Value (determined as of the day
preceding the exercise date) which is not less than the option
price or part thereof.
(d) Nontransferability. This option is
nontransferable except by will or by the laws of descent and
distribution. During Participant's lifetime, this option may be
exercised only by Participant.
3. Exercise in the Event of Death. In the event the
Participant dies while employed by the Corporation or an
Affiliate or dies within three months following his termination
of employment with the Corporation or an Affiliate, this option
shall be exercisable with respect to the shares the Participant
was entitled to purchase on the date of his death and that remain
subject to this option. In either of such events, this option
may be exercised by Participant's estate, or the person or
persons to whom his rights under this option shall pass by will
or the laws of descent and distribution. Participant's estate or
such persons may exercise this option after the Participant's
death and during the remainder of the period preceding the
Expiration Date. Participant's estate or the person or persons
to whom his rights under this option shall pass by will or the
laws of descent and distribution may exercise this option in the
event Participant dies after he ceases to be employed by the
Corporation and its Affiliates on account of permanent and total
disability, but prior to the termination of his rights under
paragraph 4. Participant's estate or such persons may exercise
this option during the remainder of the period prescribed by
paragraph 4.
4. Exercise in the Event of Permanent and Total
Disability. If Participant becomes permanently and totally
disabled (within the meaning of Section 22(e)(3) of the Code)
while employed by the Corporation or an Affiliate and prior to
the Expiration Date, this option shall be exercisable with
respect to all or part of the shares the Participant was entitled
to purchase pursuant to paragraph 2 on the date he became totally
and permanently disabled and that remain subject to this option.
In that event, Participant may exercise this option during the
remainder of the period preceding the Expiration Date or within
one year of the date he ceases to be employed by the Corporation
or an Affiliate, whichever is shorter.
5. Exercise After Termination of Employment. Except as
provided in paragraphs 3 and 4, in the event Participant ceases
to be employed by the Corporation or an Affiliate prior to the
Expiration Date, this option shall be exercisable with respect to
all or part of the number of shares he was entitled to purchase
pursuant to paragraph 2 above on the date his employment
terminated and that remain subject to this option. In that
event, Participant may exercise this option at any time within
three months next following such termination of employment (but
in any event prior to the Expiration Date).
6. Fractional Shares. Fractional shares shall not be
issuable hereunder, and when any provision hereof may entitle
Participant to a fractional share, such fraction shall be
disregarded.
7. No Right to Continued Employment. This option does not
confer upon Participant any right with respect to continuance of
employment by the Corporation or an Affiliate, nor shall it
interfere in any way with the right of the Corporation or an
Affiliate to terminate his employment at any time.
8. Change in Capital Structure. The terms of this option
shall be adjusted as the Committee determines is equitably
required in the event the Corporation effects one or more stock
dividends, stock split-ups, subdivisions or consolidations of
shares or other similar changes in capitalization.
9. Governing Law. This Agreement shall be governed by the
laws of the Commonwealth of Virginia.
10. Conflicts. In the event of any conflict between the
provisions of the Plan as in effect on the date hereof and the
provisions of this Agreement, the provisions of the Plan shall
govern. All references herein to the Plan shall mean the Plan as
in effect on the date hereof.
11. Participant Bound by Plan. Participant hereby
acknowledges receipt of a copy of the Plan and agrees to be bound
by all the terms and provisions thereof.
12. Binding Effect. Subject to the limitations stated
above and in the Plan, this Agreement shall be binding upon and
inure to the benefit of the legatees, distributees, and personal
representatives of Participant and the successors of the
Corporation.
13. Taxes. Participant shall make arrangements acceptable
to the Corporation for the satisfaction of income and employment
tax withholding requirements attributable to the exercise of this
option.
IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be signed by a duly authorized officer, and
Participant has affixed his signature hereto.
FIRST COLONY CORPORATION PARTICIPANT
By: By:
First Colony Corporation
1992 Omnibus Stock Incentive Plan
Form of Amendments to Option Agreements
The option agreements are amended as follows:
1. Effective as of April 2, 1996, the section entitled
"Exercisability of Option" is amended to add the following
language at the end thereto:
Notwithstanding the preceding, this option shall be
exercisable with respect to all or part of the shares
subject to this option on a Control Change Date that
occurs before the Expiration Date.
2. Effective as of April 2, 1996, the following sections are
added:
Change in Control, means if: (i) after the date of the
Agreement, any person, including a "group" as defined in
section 13(d)(3) of the Securities Exchange Act of 1934,
becomes, directly or indirectly, the beneficial owner of
Company Stock having 30% or more of the combined voting
power of the then outstanding Company Stock 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 Company's Board, as long as the majority of the
Company's Board approving the purchases are directors
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 of directors, or any combination of these
transactions, the persons who were directors of the Company
before any such transactions cease to constitute a majority of
the Company's Board, or any successor's board, within
three years of the last of such transactions.
Control Change Date, means the date on which an event
described in the section entitled "Change in Control"
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.
3. Effective as of November 28, 1995, Subparagraph 2(b) is
amended to add the following language:
Notwithstanding the preceding, this option shall be
exercisable with respect to all or part of the shares
subject to this option on the date that is thirty days
prior to the Expiration Date.
4. Effective as of November 28, 1995, Paragraph 3 is amended to
read as follows:
Exercise in the Event of Permanent and Total
Disability. If Participant becomes permanently and
totally disabled (within the meaning of Section
22(e)(3) of the Code) while employed by the Corporation
or an Affiliate and prior to the Expiration Date, this
option shall be fully exercisable with respect to all
or part of the shares subject to this option without regard to
the satisfaction of any performance standards set forth in
subparagraph 2(b). In that event Participant may
exercise this option during the remainder of the period
preceding the expiration date or within one year of the
date he ceases to be employed by the Corporation or an
Affiliate, whichever is shorter.
5. Effective as of November 28, 1995, Paragraph 4 is amended to
read as follows:
Exercise in the Event of Death. In the event
Participant dies while employed by the Corporation or
an affiliate or dies within three months following his
termination of employment with the Corporation or an
Affiliate, this option shall be fully exercisable with
respect to all or part of the shares subject to this
option without regard to the satisfaction of any
performance standards set forth in subparagraph 2(b). In that
event, this option may be exercised by Participant's estate
or the person or persons to whom his rights under this
option shall pass by will or the laws of descent and
distribution. For those shares exercisable prior to
death, Participant's estate or such persons may
exercise this option during one year of Participant's
death or during the remainder of the period preceding
the Expiration Date, whichever is longer. While for
the shares which only became exercisable because of
Participant's death, Participant's estate or such persons may
exercise this option within one year of Participant's death
or during the remainder of the period preceding the
Expiration Date, whichever is shorter. In the event
Participant dies more than three months after he ceases
to be employed by the Corporation or an Affiliate on
account of permanent and total disability or
Retirement, but prior to the termination of his rights
under paragraph 4 or 5, Participant's estate or the
person or persons to whom his rights under this option shall
pass by will or the laws of descent and distribution may
exercise this option during the remainder of the period
prescribed by paragraph 4 or 5.
6. Effective as of November 28, 1995, the following language is
added as Paragraph 5:
Exercise in the Event of Retirement. If Participant
Retires from the employ of the Company and its
Affiliates prior to the Expiration Date, this option
shall be fully exercisable with respect to all or part
of the shares subject to this option without regard to
the satisfaction of any performance standards set forth
in subparagraph 2(b). In that event, Participant may
exercise this option during the remainder of the period
preceding the Expiration Date or within one year of the
date of retirement, whichever is shorter; provided
however, that if Participant exercises this option more than
three months after the date of Retirement (other than under
circumstances described in paragraphs 6 and 7) this
option's intended status as an "incentive stock option"
within the meaning of Code section 422 may be lost.
For purposes of this Agreement, the terms "Retire" and
"Retirement" mean separation from service after
Participant has satisfied the requirements for an
early, normal or delayed retirement allowance under the
First Colony Life Insurance Company Pension Plan or any
successor Plan of the Corporation or an Affiliate in
which Participant is eligible to participate; provided
however, that such terms shall not include a separation
from service following the date the participant is
advised that his employment is being, or will be terminated
for cause, on account of performance or under circumstances
that prevent him from being in good standing (in each case
as determined by the Committee in its discretion).