EXHIBIT 99
RESOURCE BANKSHARES CORPORATION
2001 STOCK INCENTIVE PLAN
1. PURPOSE Resource Bankshares Corporation, a Virginia corporation (the
"Company"), wishes to recruit, reward, and retain employees
(including employee-directors) and outside directors. To
further these objectives, the Company hereby sets forth the
Resource Bankshares Corporation 2001 Stock Incentive Plan
(the "Plan") to provide options ("Options") or direct grants
of stock, which may include stock appreciation rights,
restricted stock, deferred stock and other stock-based
awards (collectively, all stock-based awards other than
Options are referred to herein as "Stock Grants" and, Stock
Grants together with the Options are referred to as
"Awards") to employees (including employee-directors) and
outside directors with respect to shares of the Company's
common stock (the "Common Stock"). The Plan will become
effective on May 24, 2001, provided the Company's
shareholders approve the Plan on that date at the Company's
2001 Annual Meeting of Shareholders ("Effective Date").
2. PARTICIPANTS All employees of the Company and any Eligible Subsidiaries
(as defined in Section 16) are eligible for Options and
Stock Grants under this Plan, as are the directors of the
Company and the Eligible Subsidiaries who are not employees
("Eligible Directors"). Eligible employees and directors
become "optionees" when the Administrator grants them an
option under this Plan or "recipients" when they receive a
direct grant of Common Stock. (Optionees and recipients are
referred to collectively as "participants." The term
participant also includes, where appropriate, a person
authorized to exercise an Award in place of the original
optionee.) The Administrator may also grant Options or make
Stock Grants to certain other service providers.
Employee as such term is used in this Plan means any person
employed as a common law employee of the Company or an
Eligible Subsidiary.
3. ADMINISTRATOR The Administrator will be the Compensation Committee of the
Board of Directors of the Company (the "Compensation
Committee"), unless the Board specifies another committee.
The Board may also act under the Plan as though it were the
Administrator.
The Administrator is responsible for the general operation
and administration of the Plan and for carrying out its
provisions and has full discretion in interpreting and
administering the provisions of the Plan. Subject to the
express provisions of the Plan, the Administrator may
exercise such powers and authority of the Board as the
Administrator may find necessary or appropriate to carry out
its functions. The Administrator may delegate its functions
(other than those described in Section 4) to officers or
other employees of the Company.
The Administrator's powers will include, but not be limited
to, the power to amend, waive, or extend any provision or
limitation of any Award. The Administrator may act through
meetings of a majority of its members or by unanimous
written consent.
4. GRANTING OF Subject to the terms of the Plan, the Administrator will, in
AWARDS its sole discretion, determine
the participants who receive Awards,
the terms and restrictions, if any, of such Awards,
the schedule for exercisability or nonforfeitability
(including any requirements that the participant or the
Company satisfy performance criteria),
the time and conditions for expiration of the Award,
and
the form of payment due upon exercise of the Award, if
any.
The Administrator's determinations under the Plan need not
be uniform and need not consider whether possible
participants are similarly situated.
Options granted to employees may be nonqualified stock
options ("NQSOs") or "incentive stock options" ("ISOs")
within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended from time to time (the "Code"), or
the corresponding provision of any subsequently enacted tax
statute. Options satisfying all the conditions for ISOs
under the Code may, if the Administrator so elects, be
designated and treated as NQSOs. Options granted to
Eligible Directors must be NQSOs.
2
The Administrator may impose such conditions on or charge
such price for the Stock Grants as it deems appropriate.
SUBSTITUTIONS The Administrator may also grant Awards in substitution for
options or other equity interests held by individuals who
become employees of the Company or of an Eligible Subsidiary
as a result of the Company's acquiring or merging with the
individual's employer or acquiring its assets. If necessary
to conform the Awards to the interests for which they are
substitutes, the Administrator may grant substitute Awards
under terms and conditions that vary from those the Plan
otherwise requires.
5. ELIGIBLE Eligible Directors will not automatically receive an Award
DIRECTOR as of the date they are first elected or subsequently re-
OPTIONS elected to the Board. Any Awards to Eligible Directors
will be made at the discretion of the Administrator.
6. DATE OF GRANT The Date of Grant will be the date as of which the
Administrator grants an Award to a participant, as specified
in the Award Agreement between the Company and a Participant
pursuant to which an Award is granted.
7. EXERCISE PRICE The Exercise Price is the value of the consideration that a
participant must provide in exchange for one share of Common
Stock. The Administrator will determine the Exercise Price
under each Award and may set the Exercise Price without
regard to the Exercise Price of any other Awards granted at
the same or any other time. The Company may use the
consideration it receives from the participant for general
corporate purposes.
The Exercise Price per share for NQSOs may not be less than
100% of the Fair Market Value of a share on the Date of
Grant. If an Option is intended to be an ISO, the Exercise
Price per share may not be less than 100% of the Fair Market
Value (on the Date of Grant) of a share of Common Stock
covered by the Option; provided, however, that if the
-------- -------
Administrator decides to grant an ISO to someone covered by
Sections 422(b)(6) and 424(d) of the Code (more-than-10%
stock owner), the Exercise Price of the Option must be at
least 110% of the Fair Market Value (on the Date of Grant).
FAIR MARKET Fair Market Value of a share of Common Stock for purposes of
VALUE the Plan will be determined as follows:
3
if the Common Stock is traded on a national securities
exchange, the closing sale price on that date;
if the Common Stock is not traded on any such exchange,
the closing sale price as reported by the National
Association of Securities Dealers, Inc. Automated
Quotation System ("Nasdaq") for such date;
if no such closing sale price information is available,
the average of the closing bid and asked prices as
reported by Nasdaq for such date;
if there are no such closing bid and asked prices, the
average of the closing bid and asked prices as reported
by any other commercial service for such date; or
if on the Date of Grant there is no public market for
the Common Stock, then Fair Market Value shall be
determined by the Board in good faith in such manner as
is established by the Board from time to time.
For any date that is not a trading day, the Fair Market
Value of a share of Common Stock for such date shall be
determined by using the closing sale price or the average of
the closing bid and asked prices, as appropriate, for the
immediately preceding trading day.
8. EXERCISABILITY The Administrator will determine the times and conditions
for exercise of or purchase under each Award but may not
extend the period for exercise beyond the tenth anniversary
of its Date of Grant (or five years for ISOs granted to 10%
owners covered by Code Sections 422(b)(6) and 424(d)).
Awards will become exercisable at such times and in such
manner as the Administrator determines and the Award
Agreement indicates; provided, however, that the
-------- -------
Administrator may, on such terms and conditions as it
determines appropriate, accelerate the time at which the
participant may exercise any portion of an Award or at which
restrictions on Stock Grants lapse. For Stock Grants,
"exercise" refers to acceptance of the Award or lapse of
restrictions, as appropriate in context.
No portion of an Award that is unexercisable at a
participant's termination of employment will thereafter
become exercisable,
4
unless the Award Agreement provides otherwise, either
initially or by amendment.
CHANGE OF Upon a Change of Control (as defined below), all Options
CONTROL will become fully exercisable and all restrictions on Stock
Grants will lapse. A Change of Control for this purpose
means the occurrence of any one or more of the following
events:
a) a person, entity, or group (other than the Company, any
Company subsidiary, any Company benefit plan, or any
underwriter temporarily holding securities for an
offering of such securities) acquires ownership of more
than 50% of the undiluted total voting power of the
Company's then-outstanding securities eligible to vote
to elect members of the Board ("Company Voting
Securities");
b) the individuals (A) who, as of the Effective Date,
constitute the Board of Directors of the Company (the
"Original Directors") or (B) who thereafter are elected
to the Board and whose election, or nomination for
election, to the Board was approved by a vote of at
least two-thirds (2/3) of the Original Directors then
still in office (such directors becoming "Additional
Original Directors" immediately following their
election) or (C) who are elected to the Board and whose
election, or nomination for election, to the Board was
approved by a vote of at least two-thirds (2/3) of the
Original Directors and Additional Original Directors
then still in office (such directors also becoming
"Additional Original Directors" immediately following
their election) cease for any reason to constitute a
majority of the members of the Board;
c) consummation of a merger or consolidation of the Company
into any other entity unless the holders of the Company
Voting Securities outstanding immediately before such
consummation, together with any trustee or other
fiduciary holding securities under a Company benefit
plan, hold securities that represent immediately after
such merger or consolidation more than 50% of the
combined voting power of the then outstanding voting
securities of either the Company or the other surviving
entity or its parent; or
5
d) the shareholders of the Company approve (i) a plan of
complete liquidation or dissolution of the Company or
(ii) an agreement for the Company's sale or disposition
of all or substantially all the Company's assets, (i.e.,
50% or more of the total assets of the Company) and such
liquidation, dissolution, sale, or disposition is
consummated.
Even if other tests are met, a Change of Control has not
occurred under any circumstance in which the Company
files for bankruptcy protection or is reorganized
following a bankruptcy filing.
The provisions of Section 15 of the Plan will also apply if
the Change of Control is a Substantial Corporate Change (as
defined in Section 15).
9. LIMITATION ON An Option granted to an employee will be an ISO only to the
ISOs extent that the aggregate Fair Market Value (determined at
the Date of Grant) of the stock with respect to which ISOs
are exercisable for the first time by the optionee during
any calendar year (under the Plan and all other plans of the
Company and its subsidiary corporations, within the meaning
of Code Section 422(d)), does not exceed $100,000. This
limitation will be applied by taking Options into account in
the order in which such Options were granted. If, by design
or operation, the Option exceeds this limit, the excess will
be treated as an NQSO.
10. METHOD OF To exercise any exercisable portion of an Award, the
EXERCISE participant must:
Deliver a written notice of exercise to the Secretary
of the Company (or to whomever the Administrator
designates), in a form complying with any rules the
Administrator may issue, signed by the participant, and
specifying the number of shares of Common Stock
underlying the portion of the Award the participant is
exercising;
Pay the full Exercise Price, if any, by cashier's or
certified check for the shares of Common Stock with
respect to which the Award is being exercised, unless
the Administrator consents to another form of payment
(which could include Common Stock, Stock Grants, other
Awards or other property); and
6
Deliver to the Administrator such representations and
documents as the Administrator, in its sole discretion,
may consider necessary or advisable.
Payment in full of the Exercise Price need not accompany the
written notice of exercise provided the notice directs that
the stock certificates for the shares issued upon the
exercise be delivered to a licensed broker acceptable to the
Company as the agent for the individual exercising the
option and at the time the stock certificates are delivered
to the broker, the broker will tender to the Company cash or
cash equivalents acceptable to the Company and equal to the
Exercise Price.
If the Administrator agrees to payment through the tender to
the Company of shares of Common Stock, the individual must
have held the stock being tendered for at least six months
at the time of surrender. Shares of stock offered as
payment will be valued, for purposes of determining the
extent to which the participant has paid the Exercise Price,
at their Fair Market Value on the date of exercise. The
Administrator may also, in its discretion, accept
attestation of ownership of Common Stock and issue a net
number of shares upon Option exercise.
11. AWARD No one may exercise an Award more than ten years after its
EXPIRATION Date of Grant (or five years, for an ISO granted to a more-
than-10% shareholder). Unless the Award Agreement provides
otherwise, either initially or by amendment, no one may
exercise an Award after the first to occur of:
7
EMPLOYMENT The date of termination of employment (other than for death,
TERMINATION disability or retirement), where termination of employment
means the time when the employer-employee or other service-
providing relationship between the employee and the Company
ends for any reason, including retirement. Unless the Award
Agreement provides otherwise, termination of employment does
not include instances in which the Company immediately
rehires a common law employee as an independent contractor.
The Administrator, in its sole discretion, will determine
all questions of whether particular terminations or leaves
of absence are terminations of employment. Notwithstanding
the foregoing, if the Administrator determines that the
participant's termination of employment was for cause, all
unexercised Awards held by the participant shall immediately
terminate. If a participant is a party to an employment
agreement with the Company or an Eligible Subsidiary and the
employment agreement defines the term cause, then the term
cause for purposes of this Section 11 shall have the same
meaning given to such term in the employment agreement. If
the preceding sentence does not apply, then the term cause
for purposes of this Section 11 shall mean (i) personal
dishonesty; (ii) gross neglect related to employment; (iii)
incompetence; (iv) willful misconduct; (v) breach of loyalty
or fiduciary duty to the Company or any Eligible Subsidiary;
(vi) intentional failure to perform assigned or agreed upon
duties; or (vii) willful violation of any law, rule or
regulation (other than traffic violations or similar
offenses).
DISABILITY For disability, the earlier of (i) the first anniversary of
the participant's termination of employment for disability
and (ii) thirty (30) days after the participant no longer
has a disability, where "disability" means the inability to
engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that
can be expected to result in death or that has lasted or can
be expected to last for a continuous period of not less than
twelve months; or
DEATH The date twelve months after the participant's death.
RETIREMENT The 90/th/ day after the participant's retirement from
employment with the Company and any Eligible Subsidiary. For
purposes of this Plan, the term retirement shall mean,
exclusively, a voluntary termination of employment initiated
by the participant at or after the age of 59 and 1/2 years.
If exercise is permitted after termination of employment,
the
8
Award will nevertheless expire as of the date that the
former service provider violates any covenant not to compete
in effect between the Company and the former employee. In
addition, an optionee who exercises an Option more than 90
days after termination of employment with the Company and/or
the Eligible Subsidiaries will only receive ISO treatment to
the extent permitted by law, and becoming or remaining an
employee of another related company (that is not an Eligible
Subsidiary) or an independent contractor to the Company will
not prevent loss of ISO status as a result of the formal
termination of employment.
TERMINATION With respect to Eligible Directors, if the Administrator
OF SERVICE OF determines that an Eligible Director's service on the
DIRECTOR Company's Board of Directors terminates for cause, any
unexercised Awards held by such Eligible Director shall
immediately terminate. With respect to Awards to Eligible
Directors, the term cause for purposes of this Section 11
shall mean (i) removal of the Eligible Director by
shareholders of the Company at a shareholder meeting held in
part for such purpose prior to the end of the Eligible
Director's term of office or (ii) a breach of any fiduciary
duties owed by an Eligible Director to the Company and its
shareholders under applicable law. If an Eligible Director's
service does not terminate for cause (i.e. the Eligible
Director voluntarily resigns or the Company and the Eligible
Director mutually agree that the Eligible Director will not
stand for re-election, in either case in the absence of
circumstances that would constitute cause under the
preceding sentence), then any unexercised Awards held by an
Eligible Director will expire under the terms and conditions
set forth in the Award Agreement evidencing such Awards.
Nothing in this Plan extends the term of an Award beyond the
tenth anniversary of its Date of Grant, nor does anything in
this Section 11 make an Award exercisable that has not
otherwise become exercisable.
12. AWARD Option Agreements will set forth the terms of each Option
AGREEMENT and will include such terms and conditions, consistent with
the Plan, as the Administrator may determine are necessary
or advisable. To the extent an Option Agreement is
inconsistent with the Plan, the Plan will govern. The Option
Agreements may contain special rules. The Administrator may,
but is not required to, issue agreements for Stock Grants.
13. STOCK SUBJECT Except as adjusted pursuant to Section 15,
9
TO PLAN
the aggregate number of shares of Common Stock that may
be issued under Awards may not exceed 100,000 shares of
Common Stock; and
the maximum number of shares that may be granted under
Awards for a single individual in a calendar year may
not exceed 50,000 shares. (The individual maximum
applies only to Awards first made under this Plan and
not to Awards made in substitution of a prior
employer's options or other incentives, except as Code
Section 162(m) otherwise requires.)
The Common Stock will come from authorized but unissued
shares. If any Award expires, is canceled, is surrendered
by a participant, or terminates for any other reason, the
shares of Common Stock available under that Award will again
be available for the granting of new Awards (but will be
counted against that calendar year's limit for a given
individual).
No adjustment will be made for a dividend or other right for
which the record date precedes the date of exercise.
The participant will have no rights of a shareholder with
respect to the shares of stock subject to an Award except to
the extent that the Company has issued certificates for, or
otherwise confirmed ownership of, such shares upon the
exercise of the Award.
The Company will not issue fractional shares pursuant to the
exercise of an Award, but the Administrator may, in its
discretion, direct the Company to make a cash payment in
lieu of fractional shares.
10
14. PERSON WHO Unless the Administrator otherwise approves in writing in
MAY EXERCISE connection with any permitted transfer or assignment of an
Award pursuant to Section 20, during the participant's
lifetime only the participant or his duly appointed guardian
or personal representative may exercise the Awards. After
his death, his personal representative or any other person
authorized under a will or under the laws of descent and
distribution may exercise any then exercisable portion of an
Award. If someone other than the original recipient seeks to
exercise any portion of an Award, the Administrator may
request such proof as it may consider necessary or
appropriate of the person's right to exercise the Award.
15. ADJUSTMENTS Subject to any required action by the Company (which it
UPON CHANGES shall promptly take) or its shareholders, and subject to the
IN CAPITAL provisions of applicable corporate law, if, after the Date
STOCK of Grant of an Award,
the outstanding shares of Common Stock increase or
decrease or change into or are exchanged for a
different number or kind of security by reason of any
recapitalization, reclassification, stock split,
reverse stock split, combination of shares, exchange of
shares, stock dividend, or other distribution payable
in capital stock, or
some other increase or decrease in such Common Stock
occurs without the Company receiving consideration,
the Administrator may make a proportionate and appropriate
adjustment in the number of shares of Common Stock
underlying each Award, so that the proportionate interest of
the participant immediately following such event will, to
the extent practicable, be the same as immediately before
such event. (This adjustment does not apply to Common Stock
that the optionee has already purchased nor to Stock Grants
that are already nonforfeitable, except to the extent of
similar treatment for all shareholders.) Unless the
Administrator determines another method would be
appropriate, or except as otherwise set forth in the Award
Agreement, any such adjustment to an Award will not change
the total price with respect to shares of Common Stock
underlying the unexercised portion of the Award but will
include a corresponding proportionate adjustment in the
Award's Exercise Price.
The Administrator will make a commensurate change to the
maximum number and kind of shares provided in Section 13 of
the Plan.
11
Any issue by the Company of any class of preferred stock, or
securities convertible into shares of common or preferred
stock of any class, will not affect, and no adjustment by
reason thereof will be made with respect to, the number of
shares of Common Stock subject to any Award or the Exercise
Price except as this Section 15 specifically provides. The
grant of an Award under the Plan will not affect in any way
the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital
or business structure, or to merge or to consolidate, or to
dissolve, liquidate, sell, or transfer all or any part of
its business or assets.
SUBSTANTIAL Upon a Substantial Corporate Change, the Plan and any
CORPORATE unexercised Awards will terminate unless provision is made
CHANGE in writing in connection with such transaction for
the assumption or continuation of outstanding Awards,
or
the substitution for such options or grants of any
options or grants covering the stock or securities of a
successor employer corporation, or a parent or
subsidiary of such successor, with appropriate
adjustments as to the number and kind of shares of
stock and prices, in which event the Awards will
continue in the manner and under the terms so provided.
If an Award would otherwise terminate pursuant to the
preceding sentence, participants will have the right, at
such time before the consummation of the transaction causing
such termination as the Board reasonably designates, to
exercise any unexercised portions of the Award, whether or
not they had previously become exercisable.
A Substantial Corporate Change means the
dissolution or liquidation of the Company,
merger, consolidation, or reorganization of the Company
with one or more corporations in which the Company is
not the surviving corporation,
the sale of substantially all of the assets of the
Company to another corporation, or
12
any transaction (including a merger or reorganization
in which the Company survives) approved by the Board
that results in any person or entity (other than any
affiliate of the Company as defined in Rule 144(a)(1)
under the Securities Act) owning 100% of the combined
voting power of all classes of stock of the Company.
16. SUBSIDIARY Employees of Company Subsidiaries will be entitled to
EMPLOYEES participate in the Plan, except as otherwise designated by
the Board of Directors or the Administrator.
Eligible Subsidiary means each of the Company's
Subsidiaries, except as the Board otherwise specifies. For
ISO grants, Subsidiary means any corporation (other than the
Company) in an unbroken chain of corporations beginning with
the Company if, at the time an ISO is granted to a
Participant under the Plan, each of the corporations (other
than the last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in
such chain. For ISO purposes, Subsidiary also includes a
single member limited liability company included within the
chain described in the preceding sentence. For NQSOs, the
Board or the Administrator can use a different definition of
Subsidiary in its discretion.
17. LEGAL The Company will not issue any shares of Common Stock under
COMPLIANCE an Award until all applicable requirements imposed by
Federal and state securities and other laws, rules, and
regulations, and by any applicable regulatory agencies or
stock exchanges, have been fully met. To that end, the
Company may require the participant to take any reasonable
action to comply with such requirements before issuing such
shares. No provision in the Plan or action taken under it
authorizes any action that is otherwise prohibited by
Federal or state laws.
The Plan is intended to conform to the extent necessary with
all provisions of the Securities Act of 1933 ("Securities
Act") and the Securities Exchange Act of 1934 and all
regulations and rules the Securities and Exchange Commission
issues under those laws. Notwithstanding anything in the
Plan to the contrary, the Administrator must administer the
Plan, and Awards must be granted and exercised, only in a
way that conforms to such laws, rules, and regulations. To
the extent permitted by applicable law,
13
the Plan and any Awards will be deemed amended to the extent
necessary to conform to such laws, rules, and regulations.
18. PURCHASE FOR Unless a registration statement under the Securities Act
INVESTMENT covers the shares of Common Stock a participant receives
AND OTHER upon exercise of his Award, the Administrator may require,
RESTRICTIONS at the time of such exercise or receipt of a grant, that the
participant agree in writing to acquire such shares for
investment and not for public resale or distribution, unless
and until the shares subject to the Award are registered
under the Securities Act. Unless the shares are registered
under the Securities Act, the participant must acknowledge:
that the shares purchased on exercise of the Award are
not so registered,
that the participant may not sell or otherwise transfer
the shares unless
the shares have been registered under the
Securities Act in connection with the sale or
transfer thereof, or
counsel satisfactory to the Company has issued an
opinion satisfactory to the Company that the sale
or other transfer of such shares is exempt from
registration under the Securities Act, and
such sale or transfer complies with all other
applicable laws, rules, and regulations, including
all applicable Federal and state securities laws,
rules, and regulations.
Additionally, the Common Stock, when issued upon the
exercise of an Award, will be subject to any other transfer
restrictions, rights of first refusal, and rights of
repurchase set forth in or incorporated by reference into
other applicable documents, including the Company's articles
of incorporation, by-laws, or generally applicable
shareholders' agreements.
The Administrator may, in its sole discretion, take whatever
additional actions it deems appropriate to comply with such
restrictions and applicable laws, including placing legends
on certificates and issuing stop-transfer orders to transfer
agents and
14
registrars.
19. TAX The participant must satisfy all applicable Federal, state,
WITHHOLDING and local income and employment tax withholding
requirements, if any, before the Company will deliver stock
certificates upon the exercise of an Award. The Company may
decide to satisfy any applicable withholding obligations
through additional withholding on salary or wages. If the
Company does not or cannot withhold from other compensation,
the participant must pay the Company, with a cashier's check
or certified check, the full amounts required by any
applicable withholding. Payment of any applicable
withholding obligations is due before the Company issues
shares with respect to the Award. If the Administrator so
determines, the participant may instead satisfy any
applicable withholding obligations by directing the Company
to retain shares from the Award exercise, by tendering
previously owned shares, or by attesting to his ownership of
shares (with the distribution of net shares).
20. TRANSFERS, Unless the Administrator otherwise approves in writing, an
ASSIGNMENTS, Award may not be assigned, pledged, or otherwise transferred
AND PLEDGES in any way, whether by operation of law or otherwise or
through any legal or equitable proceedings (including
bankruptcy), by the participant to any person, except by
will or by operation of applicable laws of descent and
distribution.
21. AMENDMENT OR The Board may amend, suspend, or terminate the Plan at any
TERMINATION OF time, without the consent of the participants or their
PLAN AND beneficiaries; provided, however, that no amendment will
OPTIONS -------- -------
deprive any participant or beneficiary of any previously
declared Award. Except as required by law or by Section 15,
the Administrator may not, without the participant's or
beneficiary's consent, modify the terms and conditions of an
Award so as to adversely affect the participant. No
amendment, suspension, or termination of the Plan will,
without the participant's or beneficiary's consent,
terminate or adversely affect any right or obligations under
any outstanding Awards.
22. PRIVILEGES OF No participant and no beneficiary or other person claiming
STOCK under or through such participant will have any right,
OWNERSHIP title, or interest in or to any shares of Common Stock
allocated or reserved under the Plan or subject to any Award
except as to such shares of Common Stock, if any, that have
been issued to such participant.
15
23. EFFECT ON Whether exercising or receiving an Award causes the
OTHER PLANS participant to accrue or receive additional benefits under
any pension or other plan is governed solely by the terms of
such other plan.
24. LIMITATIONS ON Notwithstanding any other provisions of the Plan, no
LIABILITY individual acting as a director, employee, or agent of the
Company shall be liable to any participant, former
participant, spouse, beneficiary, or any other person for
any claim, loss, liability, or expense incurred in
connection with the Plan, nor shall such individual be
personally liable because of any contract or other
instrument he executes in such other capacity. The Company
will indemnify and hold harmless each director, employee, or
agent of the Company to whom any duty or power relating to
the administration or interpretation of the Plan has been or
will be delegated, against any cost or expense (including
attorneys' fees) or liability (including any sum paid in
settlement of a claim with the Board's approval) arising out
of any act or omission to act concerning this Plan unless
arising out of such person's own fraud or bad faith.
25. NO EMPLOYMENT Nothing contained in this Plan constitutes an employment
CONTRACT contract between the Company and the participants. The Plan
does not give any participant any right to be retained in
the Company's employ, nor does it enlarge or diminish the
Company's right to terminate the participant's employment.
26. APPLICABLE LAW The laws of the Commonwealth of Virginia (other than its
choice of law provisions) and applicable federal law govern
this Plan and its interpretation.
27. DURATION Unless the Board extends the Plan's term, the Administrator
OF PLAN may not grant Awards after May 24, 2011. The Plan will then
terminate but will continue to govern unexercised and
unexpired Awards.
16