As filed with the Securities and Exchange Commission on July 16,
1997.
Registration Statement No. 333- _____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
MAINSTREET BANKGROUP INCORPORATED
(Exact name of Registrant as specified in its Charter)
Virginia 54-1046817
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
200 East Church Street
Martinsville, Virginia 24112
(540) 666-6724
(Address of principal executive office, including zip code)
MAINSTREET BANKGROUP INCORPORATED
1997 STOCK INCENTIVE PLAN
(Full title of the Plan)
____________________
Rebecca J. Jenkins
Executive Vice President and Secretary
MainStreet BankGroup Incorporated
200 East Church Street
Martinsville, Virginia 24112
(540) 666-3272
(Name, address, including zip code, and telephone number includi
ng area code, of agent for service)
With copies to:
Lathan M. Ewers, Jr.
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219-4074
(804) 788-8200
____________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to maximum maximum Amount of
securities be offering aggregate registration
to be registered price offering fee
registered per share price
Common Stock
without par 550,000 $27.125(*) $14,918,750 $4,521
value shares
(*) Estimated solely for the purpose of computing the
registration fee. This amount was calculated pursuant to
Rule 457(c) on the basis of $27.125 per share, which was the
average of the high and low prices of the Common Stock on the
NASDAQ July 9, 1997, as reported in the Wall Street Journal.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual
Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by MainStreet BankGroup
Incorporated (the "Company") with the Commission (file No. 0-
8622) are incorporated herein by reference and made a part
hereof: (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996; (ii) the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997; and
(iii) the description of the Company's Common Stock (the "Common
Stock") contained in the Company's registration statement under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including all amendments and reports filed for the purpose
of updating such description.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of
the Prospectus and prior to the filing of a post-effective
amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in the Prospectus
and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that
is incorporated by reference herein modifies or supersedes such
earlier statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by the Virginia Stock Corporation Act, the
Amended and Restated Articles of Incorporation of the Company
(the "Articles") eliminate all liability of the Company's
directors and officers for monetary damages to the Company or its
shareholders except in the event of willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law. The Articles also require indemnification of any
person against liability incurred in connection with any
proceeding to which that person is made a party by reason of (i)
his service to the Company as a director or officer or (ii) his
service as director, officer, trustee or partner to some other
enterprise at the request of the Company, except in the event of
willful misconduct or a knowing violation of the criminal law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Articles of Incorporation of the Company (Incorporated
herein by reference from Form 8-A filed electronically
on March 15, 1996.
4.2 Bylaws of the Company (Incorporated herein by reference
from Form 8-A filed electronically on March 15, 1996.
4.3 MainStreet BankGroup Incorporated 1997 Stock Incentive
Plan.
5 Opinion of Hunton & Williams as to the legality of the
securities being registered.
23.1 Consent of Hunton & Williams (included in the opinion
filed as Exhibit 5 to the Registration Statement).
23.2 Consent of Coopers & Lybrand L.L.P.
25 Power of Attorney for Officers and Directors (included on
signature page).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or
sales are made, a post-effective amendment to this registration
statement;
(i) To include any prospectus
required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the
"Securities Act");
(ii) To reflect in the prospectus
any facts or events arising after the
effective date of the registration statement
(or the most recent post-effective amendment
thereof) which, individually or in the
aggregate, represent a fundamental change in
the information set forth in the registration
statement;
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in the
registration statement or any material change
in such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
2. That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in
Martinsville, Virginia, on this 16th day of July, 1997.
MAINSTREET BANKGROUP INCORPORATED
(Registrant)
By /s/Michael R. Brenan
Michael R. Brenan, President,
Chairman of the Board and
Chief Executive Officer and
Director
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on July 16, 1997. Each of
the directors and/or officers of MainStreet BankGroup
Incorporated whose signature appears below hereby appoints
Michael R. Brenan, James E. Adams, Rebecca J. Jenkins and Lathan
M. Ewers, Jr., and each of them severally, as his attorney-in-
fact to sign in his name and behalf, in any and all capacities
stated below, and to file with the Commission any and all
amendments, including post-effective amendments, to this
registration statement, making such changes in the registration
statement as appropriate, and generally to do all such things in
their behalf in their capacities as officers and directors to
enable MainStreet BankGroup Incorporated to comply with the
provisions of the Securities Act of 1933, and all requirements of
the Securities and Exchange Commission.
Signature Title
By /s/ Michael R. Brenan
Michael R. Brenan President, Chairman of the
Board and Chief Executive
Officer (Principal Executive
Officer)
By /s/ James E. Adams Executive Vice President,
James E. Adams Chief Financial Officer and
Treasurer (Principal Financial
and Accounting Officer)
By /s/ W. Christopher Beeler, Director
Jr.
W. Christopher Beeler, Jr.
By /s/ Thomas B. Bishop Director
Thomas B. Bishop
By Director
William L. Cooper, III
By /s/ Billy P. Craft Director
Billy P. Craft
By Director
Philip W. Dean
By /s/ I. Patricia Henry Director
I. Patricia Henry
By /s/ George J. Kostel Director
George J. Kostel
By /s/ Larry E. Hutchens Director
Larry E. Hutchens
By Director
William O. McCabe, Jr., M.D.
By Director
Albert L. Prillaman
EXHIBIT INDEX
Sequentially
Exhibit No. Description Number Page
4.1 Articles of Incorporation
of the Company
(Incorporated herein by
reference from Form 8-A
filed electronically on
March 15, 1996).
4.2 Bylaws of the Company
(Incorporated herein by
reference from Form 8-A
filed electronically on
March 15, 1996.)
4.3 MainStreet BankGroup
Incorporated 1997 Stock
Incentive Plan
5 Opinion of Hunton &
Williams as to the
legality of the
securities being
registered.
23.1 Consent of Hunton &
Williams (included in the
opinion filed as Exhibit
5 to the Registration
Statement).
23.2 Consent of Coopers &
Lybrand L.L.P.
24 Power of Attorney for
Officers and Directors
(included on signature
page).
Document #: 22789
Exhibit 5
File No. 23679.41
(804) 788-8402
July 16, 1997
The Board of Directors
MainStreet BankGroup Incorporated
200 East Church Street
Martinsville, Virginia 24112
MainStreet BankGroup Incorporated
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to MainStreet BankGroup Incorporated, a
Virginia corporation (the "Company"), in connection with the filing
of a registration statement under the Securities Act of 1933, as
amended, with respect to 550,000 shares of the Company's Common
Stock (the "Shares"), to be offered pursuant to the MainStreet
BankGroup 1997 Stock Incentive Plan (the "Plan").
In rendering this opinion, we have relied upon, among other things,
our examination of the Plan and of such records of the Company and
certificates of its officers and of public officials as we have deemed
necessary. In connection with the filing of such registration statement,
we are of the opinion that:
1. The Company is duly incorporated, validly existing and in good
standing under the laws of the Commonwealth of Virginia; and
2. The Shares have been duly authorized and, when issued in
accordance with the terms of the Plan and the applicable
Agreements (as defined in the Plan), will be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to such registration statement.
Very truly yours,
/s/ Hunton & Williams
Hunton & Williams
Exhibit 4.3
MAINSTREET BANKGROUP INCORPORATED
1997 STOCK INCENTIVE PLAN
Effective April 23, 1997<PAGE>
ARTICLE I
DEFINITIONS
1.01.Affiliate means any "subsidiary or "parent" corporation (within the
meaning of Section 424 of the Code) of the Company.
1.02.Agreement means a written agreement (including any amendment or
supplement thereto) between the Company and a Participant specifying
the terms and conditions of an award of Performance Shares, or an Option,
SAR or Stock Award granted to such Participant.
1.03.Board means the Board of Directors of the Company.
1.04.Change in Control means a change of control which occurs when:
(i) for any reason less than a majority of the members of the
Board are members of the Incumbent Board, provided that any person
becoming a director subsequent to the Effective Date whose election, or
nomination for election by the Company's shareholders, was approved
by a vote of at least 75% of the directors comprising the Incumbent
Board (either by a specific vote or by approval of the proxy statement
of the Company in which such person is named as a nominee for director,
without objection to such nomination) shall be considered as though
such person were a member of the Incumbent Board; (ii) all or substantially
all of the assets of the Company are sold,
transferred or conveyed by any means, including but not limited to
direct purchase or merger, if the transferee is not controlled by the
Company, control meaning the ownership of more than 50% of the
combined voting power of such entity's voting securities; or (iii)
the Company is merged or consolidated with another corporation or
entity and as a result of such merger or consolidation less than
75% of the outstanding voting securities of the surviving or
resulting corporation or entity shall be owned in the aggregate by the
former shareholders of the Company. Notwithstanding anything in the
foregoing to the contrary no Change in Control shall be deemed to
have occurred by virtue of any transaction (w) which results
in a Participant or a group of Persons which includes the
Participant, acquiring, directly or indirectly, 20% or more of the
combined voting power of the Company's voting securities; (x)
arranged or caused by a federal bank regulatory agency possessing
appropriate jurisdiction on the grounds of failing financial
condition of the Company or any Bank Affiliate which results
in the acquisition, directly or indirectly, of 20% or more of the
combined voting power of the Company's voting securities by any person;
(y) initiated, caused, arranged, promoted, assisted or facilitated in
whole or in part by a Participant without the prior express approval
of the Incumbent Board (including members of the Board who are deemed
members of the Incumbent Board under the provisions of clause
(i) above);
or (z) which results in the Company, any Affiliate
or any profit sharing plan, employee stock ownership plan or employee
benefit plan of the Company or any Affiliate (or any trustee of,
or fiduciary with respect to, any such plan acting in such capacity)
acquiring, directly or indirectly, 20% or more of the combined
voting power of the Company's voting securities.
1.05.Committee means the committee appointed by the Board to
administer the Plan pursuant to Article III. The Committee
shall be comprised solely of two or more members of the Board
who satisfy the requirements of Rule 16b-3(b)(3) of the
Securities and Exchange Commission.
1.06.Common Stock means the common stock of the Company.
1.07.Company means MainStreet BankGroup Incorporated.
1.08.Control Change Date means the date on which a Change in Control occurs.
If
a Change in Control occurs on account of a series of transactions or
events, the "Control Change Date" is the date of the last of such
transactions or events.
1.10.Corresponding SAR means an SAR that is granted in relation to a
particular Option and that can be exercised only upon the surrender
to the Company, unexercised, of that portion of the Option to which
the SAR relates.
1.11.Effective Date means April 23, 1997.
1.12.Fair Market Value means, on any given date, the value of the
Common Stock as determined by the Committee using any reasonable
method in good faith.
1.13.Incumbent Board means the Board as constituted on February 26, 1997.
1.14.Initial Value means, with respect to an SAR, the Fair Market
Value of one share of Common Stock on the date of grant; provided,
however, that with respect to a Corresponding SAR, the term
"Initial Value" means the option price of the related option or
the Fair Market Value of one share of Common Stock on the date of
grant, as set forth in the Agreement.
1.15.Option means a stock option that entitles the holder to
purchase from the Company a stated number of shares of Common
Stock at the price set forth in an Agreement.
1.16.Participant means an employee of the Company or an
Affiliate who satisfies the requirements of Article IV and is
selected by the Committee to receive an award of Performance Shares,
an Option, an SAR, or a Stock Award or a combination thereof.
1.17.Performance Shares means an award which, in accordance with and
subject to an Agreement, will entitle the Participant to receive a
Stock Award, a payment of cash, or a combination thereof.
1.18.Person means a person, including a group, within the meaning
of Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934,
as amended.
1.19.Plan means the MainStreet BankGroup Incorporated 1997 Stock
Incentive Plan.
1.20.Restricted Stock means shares of Common Stock that are
nontransferable or subject to a substantial risk of forfeiture or
both and that the Committee may grant to a Participant pursuant to
a Stock Award. Shares of Common Stock shall cease to be Restricted
Stock when, in accordance with the terms of the applicable Agreement,
they become transferable and free of a substantial risk of forfeiture.
1.21.SAR means a stock appreciation right that entitles the holder
to receive, with respect to each share of Common Stock encompassed
by the exercise of such SAR, the amount determined by the Committee and
specified in an Agreement. In the absence of such a determination, the
holder shall be entitled to receive, with respect to each share of Common
Stock encompassed by the exercise of such SAR, the excess of the Fair
Market Value on the date of exercise over the Initial Value. References
to "SARs" include both Corresponding SARs and SARs granted independently
of Options, unless the context requires otherwise.
1.22.Stock Award means Common Stock awarded to a Participant
under Article IX (including an award of Restricted Stock) or in
full or partial settlement of an award of Performance Shares.
1.23.Ten Percent Shareholder means any individual owning more
than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or of an Affiliate. An individual
shall be considered to own any voting stock owned (directly or
indirectly) by or for his brothers, sisters, spouse, ancestors or
lineal descendants and shall be considered to own proportionately
any voting stock owned (directly or indirectly) by or for a corporation,
partnership, estate or trust of which such individual is a shareholder,
partner or beneficiary.
ARTICLE II
PURPOSES
The Plan is intended to assist the Company and Affiliates in
recruiting and retaining employees with ability and initiative by
enabling employees to participate in its future success and to
associate their interests with those of the Company and its
shareholders. The Plan authorizes the award of Performance
Shares, the grant of Stock Awards, SARs, and the grant of
both Options qualifying under Section 422 of the Code ("incentive
stock options") and Options not so qualifying. No Option that is
intended to be an incentive stock option shall be invalid for
failure to qualify as an incentive stock option. The proceeds
received by the Company from the sale of the Common Stock pursuant
to this Plan shall be used for general corporate purposes.
ARTICLE III
ADMINISTRATION
Except as provided in this Article III, the Plan shall be administered
by the Committee. The Committee shall have authority to award Performance
Shares and to grant Options, SARs and Stock Awards upon such terms
(not inconsistent with the provisions of this Plan) as the Committee
may consider appropriate. Such terms may include conditions (in addition
to those contained in this Plan) on the exercisability of all or any part
of an Option or SAR or on the transferability or forfeitability of
Performance Shares or a Stock Award.
Notwithstanding any such conditions, the Committee may, in
its discretion, accelerate the time at which any Option or SAR
may be exercised, the time at which an award of Performance Shares
may be earned or the time at which Restricted Stock may become
transferable or nonforfeitable. In addition, the Committee shall
have complete authority to interpret all provisions of this Plan;
to prescribe the form of Agreements; to adopt, amend, and rescind
rules and regulations pertaining to the administration of this Plan. The
express grant in the Plan of any specific power to the Committee shall not
be construed as limiting any power
or authority of the Committee. Any decision made, or action
taken, by the Committee or in connection with the administration
of this Plan shall be final and conclusive. No member of the
Committee shall be liable for any act done in good faith with
respect to this Plan or any Agreement, Option, SAR, Stock Award or
an award of Performance Shares. All expenses of administering
this Plan shall be borne by the Company.
The Committee, in its discretion, may delegate to one or more
officers of the Company all or part of the Committee's
authority and duties with respect to grants and awards to individuals
who are not subject to the reporting and other provisions of Section
16 of the Securities Exchange Act of 1934, as in effect from
time to time. In the event of such delegation, and as to matters
encompassed by the delegation, references in the Plan to the Committee
shall be interpreted as a reference to the Committee's delegate or delegates.
The Committee may revoke or amend the terms of a delegation at any time but
such action shall not invalidate any prior actions of the Committee's
delegate or delegates that were consistent with the
terms of the Plan and the previous delegation by the Committee.
ARTICLE IV
ELIGIBILITY
4.01.General. Any employee of the Company or an Affiliate
(including a corporation that becomes an Affiliate after the adoption
of this Plan) is eligible to participate in this Plan if the Committee,
in its sole discretion, determines that such person has contributed or
can be expected to contribute to the profits or growth of the Company
or an Affiliate. Directors of the Company who are employees of the
Company or an Affiliate may be selected to participate in this Plan.
4.02.Grants. The Committee will designate individuals to whom Performance
Shares are to be awarded and to whom Options, SARs and Stock Awards
are to be granted and will specify the number of shares of Common
Stock subject to each award or grant. An Option may be granted with
or without a related SAR. An SAR may be granted with or without
a related Option. Each award of Performance Shares and all Options,
SARs, and Stock Awards granted under this Plan shall be evidenced
by Agreements which shall be subject to applicable provisions of this
Plan and to such other provisions as the Committee may adopt. No Participant
may be granted incentive stock options or related SARs (under all incentive
stock option plans of the Company
and its Affiliates) which are first exercisable in any
calendar year for stock having an aggregate Fair Market Value
(determined as of the date an Option is granted) exceeding the
limit prescribed by Section 422(d) of the Code. The preceding annual
limitation shall not apply with respect to Options that are not
incentive stock options.
ARTICLE V
STOCK SUBJECT TO PLAN
Upon the award of shares of Common Stock pursuant to a Stock Award, the
Company may issue authorized but unissued Common Stock. Upon the
exercise of any Option or SAR, the Company may deliver to the
Participant (or the Participant's broker if the Participant so directs)
authorized but unissued Common Stock. The maximum aggregate
number of shares of Common Stock that may be issued under this Plan
with respect to Stock Awards, Options, SARs and Performance
Shares is 550,000 shares, subject to adjustment as
provided in Article XI. If an Option or SAR is terminated, in whole
or in part, for any reason other than its exercise, the number of shares
of Common Stock allocated to the Option or SAR or portion thereof may be
reallocated
to other Options, SARs, Stock Awards and awards of Performance
Shares to be granted under this Plan. If an award of Performance
Shares is forfeited, in whole or in part, without the issuance of
a Stock Award, the number of shares of Common Stock allocated
to the award of Performance Shares or a portion thereof may be
reallocated to other Options, SARs, Stock Awards and Performance
Shares to be granted under this Plan. If a Stock Award is forfeited,
in whole or in part, the number of shares of Common Stock allocated to the
Stock Award or a portion thereof may be reallocated to other Options, SARs
and Performance Shares to be granted under this Plan.
ARTICLE VI
OPTION PRICE
The price per share for Common Stock purchased on the exercise of an
Option shall be determined by the Committee on the date of
grant; provided, however, that the price per share for Common
Stock purchased on the exercise of any Option that is an incentive
stock option shall not be less than the Fair Market Value on the
date the Option is granted. The preceding sentence to the contrary
notwithstanding, the price per share shall not be less than 110% of the
share's Fair Market Value in the case of an incentive stock option
granted to a Participant who is a Ten Percent Shareholder on the date
such Option is granted.
ARTICLE VII
EXERCISE OF OPTIONS AND SARS
7.01.Maximum Option or SAR Period. The maximum period in which
an Option or SAR may be exercised shall be determined by the Committee
on the date of grant, except that no Option or SAR shall be
exercisable after the expiration of ten years from the date the
Option or SAR was granted. In the case of an incentive stock
option that is granted to a Participant who is a Ten Percent
Shareholder on the date of grant, such Option shall not be
exercisable after the expiration of five years from the date of grant.
7.02.Nontransferability. Any Option or SAR granted under this
Plan shall be nontransferable except by will or by the laws of
descent and distribution. In the event of any such transfer,
the Option and any Corresponding SAR that relates to such Option
must be transferred to the same person(s). During the lifetime
of the Participant to whom the Option or SAR is granted, the Option
or SAR may be exercised only by the Participant. No right or interest
of a Participant in any Option or SAR shall be liable for, or subjec to,
any lien, obligation, or liability of such Participant.
7.03.Employee Status. For purposes of determining the
applicability of Section 422 of the Code (relating to incentive
stock options), or in the event that the terms of any Option or
SAR provide that it may be exercised only during employment or
within a specified period of time after termination of employment,
the Committee may decide to what extent leaves of absence for
governmental or military service, illness, temporary disability, or
other reasons shall not be deemed interruptions of continuous employment.
ARTICLE VIII
METHOD OF EXERCISE
8.01.Exercise. Subject to the provisions of Articles VII and XII,
an Option or SAR may be exercised in whole at any time or in part
from time to time at such times and in compliance with such requirements
as the Committee shall determine; provided, however, that a Corresponding
SAR that is related to an incentive stock option may be exercised only
to the extent that the related Option is exercisable and when the Fair
Market Value exceeds the option price of the related Option. An Option
or SAR granted under this Plan may be exercised with respect to any number
of whole shares less than the full number for which the Option or SAR could
be exercised. A partial exercise of an Option or SAR shall not affect
the right to exercise the Option or SAR from time to time in accordance
with this Plan and the applicable Agreement with respect to remaining
shares subject to the Option or related to the SAR. The exercise of
either an Option or Corresponding SAR shall result in the termination
of the other to the extent of the number of shares with respect to
which the Option or Corresponding SAR is exercised.
8.02.Change in Control. All outstanding Options and SARs previously
granted under the Plan shall be exercisable, in whole or in part, on a
Control Change date and shall remain exercisable thereafter in
accordance with the terms of this Plan and the applicable Agreement.
8.03.Payment. Unless otherwise provided by the Agreement, payment of
the Option price shall be made in cash or a cash equivalent acceptable
to the Committee. If the Agreement provides, payment of all or part of
the Option price also may be made by surrendering shares of Common Stock
to the Company. If Common Stock is used to pay all or part of the Option
price, the sum of the cash and cash equivalent and the Fair Market Value
(determined as of the day preceding the date of exercise) of the shares
surrendered must not be less than the Option price of the shares for which
the Option is being exercised.
8.04.Determination of Payment of Cash and/or Common Stock Upon
Exercise of SAR. The amount payable as a result of the exercise
of an SAR may be settled by the payment of cash, the issuance of
Common Stock, or a combination thereof; as determined by the
Committee in its discretion.
8.05.Shareholder Rights. No Participant shall have any rights
as a shareholder with respect to shares subject to an Option or
SAR until the date of exercise of such Option or SAR and, in the
case of an SAR, only to the extent that the SAR is settled by the
issuance of Common Stock.
ARTICLE IX
STOCK AWARDS
9.01.Vesting. The Committee, on the date of the award, may, but shall
not be required to, prescribe that a Participant's rights in the Stock
Award shall be forfeitable or otherwise restricted for a period of
time set forth in the Agreement. By way of example and not of
limitation, the restrictions may postpone transferability of the
shares until the attainment of performance objectives prescribed by
the Committee or may provide that the shares will be forfeited if the
Participant separates from the service of the Company and its Affiliates
before the expiration of a stated term. Notwithstanding the preceeding
sentences, each outstanding Stock Award shall be transferable and
nonforfeitable as of a Control Change Date.
9.02.Shareholder Rights. In accordance with the terms of the
Agreement, a Participant will have all rights of a shareholder with
respect to the Common Stock covered by a Stock Award, including the
right to receive dividends and vote the shares; provided, however,
that (i) a Participant may not sell, transfer, pledge, exchange,
hypothecate, or otherwise dispose of Restricted Stock, (ii) the
Company shall retain custody of the certificates evidencing shares of
Restricted Stock, and (iii) the Participant will deliver to the Company
a stock power, endorsed in blank, with respect to each award of Restricted
Stock. The limitations set forth in the preceding sentence shall not
apply after the Restricted Stock is, in accordance
with the terms of the applicable Agreement, transferable and no
longer forfeitable.
ARTICLE X
AWARD OF PERFORMANCE SHARES
10.01. Earning the Award. The Committee, on the date of the
grant of an award, may prescribe that the Performance Shares, or a
portion thereof, will be earned according to the terms of the
applicable Agreement. By way of example and not of limitation the
Agreement may specify that Performance Shares shall be
earned only upon the Participant's completion of a specified period
of employment with the Company or an Affiliate or upon the attainment
of stated performance objectives or goals. Notwithstanding the preceding
sentences, each outstanding Performance Share shall be earned in its
entirety as of a Control Change Date.
10.02. Settlement. In the Committee's discretion, the amount
payable when an award of Performance Shares is earned may be
settled in cash, by the grant of a Stock Award or a combination of
cash and a Stock Award. A fractional share shall not be deliverable
when a Performance Shares is settled, but a cash payment will be
made in lieu thereof.
10.03. Shareholder Rights. No Participant shall, as a result of
receiving an award of Performance Shares, have any rights as a
shareholder until and to the extent that the award of Performance
Shares is earned and a Stock Award is made. After and to the extent
that an award of Performance Shares is settled with a Stock Award,
a Participant will have all the rights of a shareholder as described
in Plan section 9.03.
10.04. Nontransferability. A Participant may not sell, transfer,
pledge, exchange, hypothecate, or otherwise dispose of an award of
Performance Shares or the right to receive Common Stock thereunder
other than by will or the laws of descent and distribution.
ARTICLE XI
ADJUSTMENT UPON CHANGE IN COMMON STOCK
The maximum number of shares which may be issued pursuant to Options,
SARs and Stock Awards under this Plan and the terms of outstanding awards
of Performance Shares, Options, SARs and Stock Awards shall be adjusted,
as the Committee shall determine to be equitably required in the event
that the Company (a) effects one or more stock dividends, stock split-ups,
subdivisions or consolidations of shares or (b) engages in a transaction
to which Section 424 of the Code applies. Any determination made
under this Article XI by the Committee shall be final and conclusive.
The issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash
or property, or for labor or services, either upon direct sale or
upon the exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of the Company convertible
into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the
maximum number of shares which may be issued pursuant to Options,
SARs and Stock Awards under this Plan or the terms of outstanding
awards of Performance Shares, Options, SARs, or Stock Awards.
The Committee may award Performance Shares or grant Options, SARs
and Stock Awards in substitution for performance shares, stock
awards, stock options, stock appreciation rights, or similar
awards held by an individual who becomes an employee of the
Company or an Affiliate in connection with a transaction
described in the first paragraph of this Article XI.
Notwithstanding any provision of the Plan (other than the
limitation of Article V), the terms of such substituted
award of Performance Shares, or grant of an Option, SAR, or Stock
Award shall be as the Committe, in its discretion, determines is
appropriate.
ARTICLE XII
COMPLIANCE WITH LAW AND
APPROVAL OF REGULATORY BODIES
No Option or SAR shall be exercisable, no Common Stock shall be
issued, no certificates for shares of Common Stock shall be delivered,
and no payment shall be made under this Plan except in compliance
with all applicable federal and state laws and regulations (including,
without limitation, withholding tax requirements), any listing agreement
to which the Company is a party, and the rules of all domestic stock
exchanges on which the Company's shares may be listed. The Company
shall have the right to rely on an opinion of its counsel as to such
compliance. Any share certiciate issued to evidence Common Stock
for which a Stock Award is granted or for which an Option or SAR
is exercised may bear such legends and statements as the Committee
may deem advisable to assure compliance with federal and state laws
and regulations. No Option or SAR shall be exercisable, no Stock
Award shall be granted, no Common Stock shall be issued, no
certificate for shares shall be delivered, and no payment shall be
made under this Plan until the Company has obtained such consent or
approval as the Committee may deem advisable from regulatory bodies
having jurisdiction over such matters.
ARTICLE XIII
GENERAL PROVISIONS
13.01. Effect on Employment. Neither the adoption of this Plan,
its operation, nor any documents describing or referring to this
Plan (or any part thereof) shall confer upon any individual any right
to continue in the employ or service of the Company or an Affiliate or
in any way affect any right and power of the Company or an Affiliate to
terminate the employment or service of any individual at any time
with or without assigning a reason therefor.
13.02. Unfunded Plan. The Plan, insofar as it provides for awards or
grants, shall be unfunded, and the Company shall not be required to
segregate any assets that may at any time be represented by awards
or grants under this Plan. Any liability of the Company to any person
with respect to any award or grant under this Plan shall be based solely
upon any contractual obligations that may be created pursuant to this Plan.
No such obligation of the Company shall be deemed to be secured by
any pledge of, or or other encumbrance on, any property of the Company.
13.03. Disposition of Stock. A Participant shall notify the Committee
of any sale or other disposition of Common Stock acquired pursuant to an
Option that was an incentive stock option if such sale or disposition
occurs (i) within two years of the grant of an Option or (ii) within
one year of the issuance of the Common Stock to the Participant. Such
notice shall be in writing and directed to the Secretary of the Company.
13.04. Rules of Construction. Headings are given to the articles and
sections of this Plan solely as a convenience to facilitate reference.
The reference to any statute, regulation, or other provision of law shall
be construed to refer to any amendment to or successor of such provision
of law.
ARTICLE XIV
AMENDMENT
The Board may amend or terminate this Plan from time to time; provided,
however, that no amendment may become effective until shareholder
approval is obtained if (i) the amendment materially increases the
aggregate number of shares of Common Stock that may be issued under the
Plan or (ii) the amendment materially changes the class of individuals
eligible to become Participants. No amendment shall, without a
Participant's consent, adversely affect any rights of such Participant
under any outstanding award of Performance Shares, or any Option, SAR or
Stock Award outstanding at the time such amendment is made.
ARTICLE XV
DURATION OF PLAN
No Performance Shares may be awarded and no Option, SAR or Stock Award
may be granted under this Plan after February 25, 2007. Awards of
Performance Shares and Options, SARs and Stock Awards granted on or before
that date shall remain valid in accordance with their terms.
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of MainStreet BankGroup Incorporated on Form S-8
(File No. 333-_____) of our report dated January 17, 1997, on our
audits of the consolidated financial statements of MainStreet
BankGroup Incorporated as of December 31, 1996 and 1995, and for
each of the years in the two year period ended December 31, 1996,
and on our audit of the combination of the 1994 consolidated financial
statements, appearing in the 1996 Annual Report on Form 10-K of Mainstreet
BankGroup Incorporated filed with the Secrutities and Exchange
Commission pursuant to the Securities Act of 1934.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Raleigh, North Carolina
July 15, 1997
