EXHIBIT 10.5 (SUMMARY)
The following officers and employees are participants in the First Community
Bancshares, Inc. Stock Option Plan. As part of the Plan, each listed officer or
employee has executed a Stock Option Agreement pursuant to the Plan, which
agreement is in the form attached as part of this Exhibit 10.5, and which grants
options as follows:
Deemed Grant Date
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Officer Name Position 01/01/99 01/01/00 01/01/01 01/01/02 01/01/03
------------ -------- -------- -------- -------- -------- --------
John M. Mendez President & CEO 12,826 12,826 12,826 12,826 12,826
Robert L. Buzzo Vice President/Secretary 6,875 6,875 6,875 6,875 6,875
E. Stephen Lilly Chief Operating Officer 6,864 6,864 6,864 6,864 6,864
Robert L. Schumacher Chief Financial Officer 8,424 8,424 8,424 8,424 8,424
Janice K. Miller Vice President - Marketing 4,137 4,137 4,137 4,137 4,137
Ruth White Administrative Assistant to President 3,096 3,096 3,096 3,096 3,096
Samuel L. Elmore Chief Credit Officer -- -- 2,750 2,750 2,750
S. Michael Feola CEO - Upshur County -- -- 2,750 2,750 2,750
Donald W. Macaulay CEO - North Carolina -- -- 2,750 2,750 2,750
Gary R. Mills CEO - Princeton -- -- 2,750 2,750 2,750
Gregory L. Nestor CEO - Southside Virginia -- -- 2,750 2,750 2,750
Dorwin D. Byrd CEO - Bluewell -- -- 1,375 1,375 1,375
Kenneth P. Mulkey CFO - First Community Bank, N. A. -- -- 1,375 1,375 1,375
Beverley K. Neal Information Technology Director -- -- 1,375 1,375 1,375
Martyn A. Pell CEO - Taylor County -- -- 1,375 1,375 1,375
Monte K. Rife CEO - Southwest Virginia -- -- 1,375 1,375 1,375
Stephen H. Warden SVP - First Community Bank, N. A. -- -- 1,375 1,375 1,375
Harold L. Wright CEO - Wyoming County -- -- 1,375 1,375 1,375
Exhibit 10.5
THE SECURITIES ISSUABLE PURSUANT TO THIS OPTION AGREEMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). WHEN
ISSUED, SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR IN A
TRANSACTION WHICH IN THE OPINION OF COUNSEL FOR THE OPTIONEE, WHICH OPINION
SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, IS EXEMPT
FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.
FIRST COMMUNITY BANCSHARES, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT, effective as of January 1, 2001, by and
between First Community Bancshares, Inc., a Nevada corporation (herein referred
to as the "Corporation") and ____________ (herein referred to as the
"Optionee").
W I T N E S S E T H
WHEREAS, the Board of Directors of the Corporation (hereinafter
referred to as the "Board") has adopted the First Community Bancshares, Inc.
1999 Stock Option Plan (hereinafter the "Plan") to encourage and facilitate
investment in the common stock of the Corporation by those individuals whose
efforts will determine the future growth and continued success of the
Corporation; and
WHEREAS, the Plan is administered by the Board; and
WHEREAS, the Board has voted to grant the Optionee options to purchase
common stock in the Corporation pursuant to the terms of the Plan; and has
further authorized the execution and delivery of this Agreement.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, it is hereby agreed as follows:
1. Grant of Option. Subject to the provisions set forth herein
and the terms and conditions of the Plan, the terms of which are hereby
incorporated by reference, the Corporation hereby grants to Optionee an option
to purchase from the Corporation the number of shares of common stock, par value
$1.00 per share (the "Shares"), at the option price per share, and on the
schedule, all as set forth below. At the time of exercise of the option,
payments of the purchase price must be made in cash, or if the Board in its
discretion agrees to so accept, then by the delivery to the Corporation of other
common stock owned by Optionee, valued at its fair market value on the date of
exercise, or in some combination of cash and such common stock so valued.
(d) Number of Shares Subject to Option: __________.
(e) Option Price Per Share: Pursuant to Annual Advice
(f) Date of Initial Grant: _______________________.
(d) Granting and Vesting Schedule: See following Table
and Exhibit I.
Date of Deemed Grant # of Shares Granted Date of 100% Vesting Exercise Period
-----------------------------------------------------------------------------------------------
________________ ________ _______ All vested options
________________ ________ _______ are exercisable as
________________ ________ _______ set forth in paragraph
3 below
2. Conditions to Exercise of Option. The exercise of the option
is conditioned upon the acceptance by Optionee of the terms hereof as evidenced
by his or her execution of this Agreement in the space provided therefor at the
end hereof and the return of an executed copy to the Secretary of the
Corporation no later than _________________.
3. Exercise of Option. If Optionee remains employed by the
Corporation or any affiliate until he or she attains age 62, all vested options
shall be exercisable at any time after Optionee's 62nd birthday and before the
fifth anniversary of termination of employment. If Optionee's employment with
the Corporation is terminated due to disability (as determined by the Board) or
death, all vested options previously granted to Optionee shall be exercisable at
any time within five years after the
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date of such termination. If Optionee's employment is terminated for any reason
other than death, disability (as determined by the Board) or retirement at or
after age 62, no further vesting shall occur following termination, and any
vested options must be exercised within 90 days after such termination of
employment.
In the event of any change in control, options previously granted to (a) any
participant who is terminated without cause by the Corporation, its successor or
any affiliate during the 12 months preceding or at any time following the change
in control, and (b) any participant who remains employed by the Corporation or
its successor during the 90-day period following the change of control and
thereafter resigns, shall continue to be deemed granted and shall vest as if
Optionee remained employed. Such options shall be exercisable at any time after
such termination (subject to vesting requirements) until five years after
Optionee's 62nd birthday or death, whichever first occurs. Upon the conclusion
of such post-termination exercise period, this option shall be cancelled with
respect to all remaining Shares. Written notice of an election to exercise any
portion of the option specifying the portion thereof being exercised and the
exercise date, shall be given by Optionee or his lawfully appointed personal
representative in the event of Optionee's death (a) by delivering such notice to
the principal executive offices of the Corporation no later than the exercise
date, or (b) by mailing such notice, postage prepaid, addressed to the Secretary
of the Corporation at the principal executive offices of the Corporation, at
least three business days prior to the exercise date, in either case accompanied
by payment of the exercise price.
4. Limitation of Exercise of Option. The option may be exercised
only by Optionee during his or her lifetime and may not be transferred other
than by will or the applicable laws of descent or distribution. The option shall
not otherwise be transferred, assigned, pledged, or hypothecated for any purpose
whatsoever and is not subject, in whole or in part, to execution, attachment, or
similar process. Any attempted assignment, transfer, pledge or hypothecation or
other disposition of the option other than in accordance with the terms set
forth herein, shall be null and void and of no effect.
5. Option Holder Not Stockholder. Neither Optionee nor any other
person entitled to exercise the option under the terms hereof shall be, or have
any of the rights or privileges of, a shareholder of the Corporation in respect
to any of the Shares issuable on exercise of the option, unless and until the
purchase price for such Shares is paid in full and certificates representing
such Shares are issued.
6. Adjustment To Stock Option Agreement. In the event the option
shall be exercised in whole, this agreement shall be surrendered to the
Corporation for cancellation. In the event the option shall be exercised in
part, or a change in the number or designation of the common stock shall be
made, this agreement shall be delivered by Optionee to the Corporation for the
purpose of making appropriate notation thereon, or if otherwise reflecting in
such manner as the Corporation shall determine, the partial exercise or the
change in the number or designation of the Shares.
7. Proprietary Information. Optionee, while providing services
hereunder, will have access to information, including without limitation
customer information, strategic plans, management and operating policies and
procedures, and similar information, which constitute proprietary information or
trade secrets of the Corporation or its affiliates. Optionee shall not, at any
time, whether during the term of this Agreement or otherwise, disclose any of
such proprietary information to any person or entity other than the Corporation,
its affiliates and employees.
8. Covenant not to Compete. During the term of employment
hereunder and for 36 months after termination of employment (by either party,
whether or not for cause), except with the prior written consent of the
Corporation, Optionee shall not directly or indirectly engage or participate in,
or become a director or officer of, or render advisory or other services to, or
become interested in, become an employee of, or make any financial investment in
any firm, corporation, holding company, business entity or other business
enterprise competing in any respect with the business of the Corporation or any
of its affiliates, whether presently being conducted or hereafter undertaken,
from a location within 50 miles of the headquarters of the Corporation, or
within 25 miles of any other office of the Corporation or any affiliate from
which business is conducted at the time of termination, and shall not, during
such period, solicit business or otherwise call on any person or entity which
was a customer of the Corporation or any affiliate at the date of termination or
at any time within 12 months prior to such date.
9. Plan and Plan Interpretations as Controlling. This option and
the terms and conditions herein set forth are subject in all respects to the
definitions, terms and conditions of the Plan, which are incorporated herein by
reference as if set forth herein and shall be controlling. All determinations
and interpretations of the Board shall be binding and conclusive upon the
Optionee or his or her legal representatives with regard to any question arising
hereunder or under the Plan to the extent not inconsistent with Section 83 of
the Internal Revenue Code and regulations issued thereunder.
10. Delivery and Registration of Shares. Notwithstanding the
provisions contained herein to the contrary, the Corporation's obligation to
deliver the Shares hereunder shall be conditioned upon the receipt of a
representation as to the investment intention of the Optionee or any other
person to whom such shares are to be delivered, in such form as the Board shall
determine to be necessary or advisable to comply with the provisions of the
Securities Act of 1933, as amended, or any other federal, state or local
securities rules or regulations. Each certificate representing any Shares
issuable upon exercise of this option shall bear a legend indicating that such
shares have not been registered under any securities laws and may not be
transferred in the absence of registration under such laws or an opinion of
counsel that such transfer is exempt from registration.
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11. Governing Law. The option and this agreement shall be
construed, administered and governed in all respects under and by the laws of
the Commonwealth of Virginia to the extent not inconsistent with Section 83 of
the Internal Revenue Code and regulations issued thereunder.
IN WITNESS WHEREOF, the Corporation has caused this option to be
granted and this agreement to be executed on behalf of the Corporation on the
date first above written.
First Community Bancshares, Inc.
By:
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Chairman of the Board of Directors
The undersigned hereby accepts the option granted hereby and agrees to
comply fully with the terms and conditions hereof.
- ---------------------------------------------
Optionee
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