As filed with the Securities and Exchange Commission on February 28, 1996
Registration No. 33-61039
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------
CENTRAL FIDELITY BANKS, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1091649
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1021 EAST CARY STREET 23219
RICHMOND, VIRGINIA (Zip Code)
(Address of Principal Executive Offices)
1993 INCENTIVE STOCK OPTION PLAN
1991 INCENTIVE STOCK OPTION PLAN
1988 INCENTIVE STOCK OPTION PLAN
1986 INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
WILLIAM N. STOYKO, ESQUIRE
CORPORATE EXECUTIVE OFFICER AND SECRETARY
CENTRAL FIDELITY BANKS, INC.
1021 EAST CARY STREET
RICHMOND, VIRGINIA 23219
(Name and address of agent for service)
(804) 782-4000
(Telephone number, including area code, of agent for service)
Copies of Communications to:
WILLIAM H. SCHWARZSCHILD, III, ESQUIRE
ROBERT E. SPICER, JR., ESQUIRE
WILLIAMS, MULLEN, CHRISTIAN & DOBBINS, P.C.
P. O. BOX 1320
RICHMOND, VA 23210-1320
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<PAGE>
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE DATE OF THIS DOCUMENT
IS FEBRUARY ___, 1996.
PROSPECTUS
2,141,387 SHARES
CENTRAL FIDELITY BANKS, INC.
COMMON STOCK
(PAR VALUE $5.00 PER SHARE)
----------------
This Prospectus relates to up to 747,700 shares, 605,900 shares,
397,321 shares and 390,466 shares (together, the "Option Shares") of Common
Stock, par value $5.00 per share (the "Common Stock"), of Central Fidelity
Banks, Inc. (the "Company") which may be delivered upon the exercise of stock
options (the "Options") granted under each of the Company's 1993 Incentive Stock
Option Plan (the "1993 Plan"), 1991 Incentive Stock Option Plan (the "1991
Plan"), 1988 Incentive Stock Option Plan (the "1988 Plan") and 1986 Incentive
Stock Option Plan (the "1986 Plan" and, together with the 1993 Plan, 1991 Plan
and 1988 Plan, the "Plans"), respectively. This Prospectus is to be used in
connection with the delivery of the Option Shares to the holders of Options
under the Plans upon the exercise thereof.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
----------------
THE DATE OF THIS PROSPECTUS IS FEBRUARY __, 1996.
<PAGE>
THE PLANS
The following summary of the 1993 Plan, 1991 Plan, 1988 Plan and 1986
Plan of the Company does not purport to be complete and is qualified in its
entirety by reference to the Plans, copies of which have been filed as exhibits
to the Registration Statement to which this Prospectus is a part.
The purpose of each Plan is to encourage selected key employees of the
Company to remain in the Company's employ and to give the participating key
employees an incentive to increase the Company's earnings. The Plans provide
that the Board of Directors of the Company or a Committee of the Board of
Directors, consisting of at least three directors who are not eligible to
receive awards under the Plans (the "Stock Plan Committee"), may grant Options
to purchase shares of Common Stock, including incentive stock options within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended, from
time to time (the "Code"). The Plans are administered and interpreted by the
Board of Directors or the Stock Plan Committee and expire on March 12, 2003 (in
the case of the 1993 Plan), March 12, 2001 (in the case of the 1991 Plan),
February 2, 1998 (in the case of the 1988 Plan) and February 4, 1996 (in the
case of the 1986 Plan) or in each case such earlier date or dates as the Board
of Directors of the Company may determine (provided that any such termination
shall not affect the term of any outstanding Options). The Board of Directors of
the Company or the Stock Plan Committee may amend the Plans and, with the
consent of the optionee, the terms and conditions of outstanding Options;
provided, however, that no such amendment may increase the number of shares of
Common Stock issuable under the Plans without the consent of the stockholders.
The Company has not received and will not receive any cash or property in
consideration of the granting of Options under the Plans.
Options may be granted under the Plans to all key employees (including
officers and directors who are regular employees of the Company) selected by the
Board of Directors or the Stock Plan Committee, and the 1993 and 1991 Plans are
also open to all employees selected by the Board of Directors or the Stock Plan
Committee with at least five years of service to the Company. Subject to certain
anti-dilution adjustments provided for in the Plans, the maximum number of
shares of Common Stock as to which Options may be granted under the 1993 Plan is
750,000 shares and the maximum number of shares of Common Stock as to which
Options may be granted under each of the 1991, 1988 and 1986 Plans is 300,000
shares. Shares of Common Stock to be issued under the Plans may be authorized
and unissued shares or may be treasury shares. Any fees, commissions or other
charges associated with the acquisition of any treasury shares issued under the
Plans will be borne by the Company.
The Options granted under the Plans have an exercise price of 100% of
the fair market value of the Common Stock on the date of grant (and in any event
not less than the par value of the Common Stock), are non-transferable (other
than by will or the laws of descent and distribution) and are subject to
customary anti-dilution provisions. Options will be exercisable on such dates as
determined by the Board of Directors or the Stock Plan Committee and expire on
the earliest of (i) ten years from the date of grant, (ii) the date determined
by the Board of Directors or the Stock Plan Committee, (iii) the third month
after termination of employment with the Company (except retirement at normal
retirement age (or such earlier date approved by the Stock Plan Committee) or
retirement for disability) or (iv) twelve months after the optionee dies.
Options under the 1993 Plan are subject to immediate termination if the optionee
participates in (i) fraud, misconduct or violation of a criminal law or (ii) any
conduct, activity or action which in the sole determination of the Company's
Board of Directors or the Stock Plan Committee is detrimental to the Company's
interests. To exercise an Option, the optionee must given written notice to the
Company specifying the number of shares of Common Stock to be purchased and,
unless otherwise specifically provided by the Board of Directors or the Stock
Plan Committee, accompanied by payment of the full purchase price therefor by
check. Unless otherwise determined by the Stock Plan Committee or the Board of
Directors no shares of Common Stock may be issued before a registration
statement is filed with the Securities and Exchange Commission.
The Plans are not subject to the provisions of the Employee Retirement
Income Security Act of 1974. Information concerning the Plans may be obtained
from James F. Campbell, Controller at 1021 E. Cary Street, Post Office Box
27602, Richmond, Virginia 23261, telephone number (804) 697-7086.
-2-
<PAGE>
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following discussion of certain federal income tax consequences
with respect to the Options that may be granted pursuant to the Plans is based
on an analysis of the present provisions of the Code, and the regulations
promulgated thereunder, all of which are subject to change. In addition to being
subject to the federal income tax consequences described below, a participant
may also be subject to foreign, state and local income tax consequences in the
jurisdiction in which he or she works and/or resides. EACH PARTICIPANT SHOULD
CONSULT HIS OR HER PERSONAL TAX ADVISOR TO DETERMINE THE SPECIFIC TAX
CONSEQUENCES TO HIM OR HER OF PARTICIPATION IN THE PLANS.
INCENTIVE STOCK OPTIONS
Generally, no taxable income will be realized by an optionee upon the
grant of an incentive stock option (an "ISO") and the Company will not be
allowed a tax deduction.
If shares are issued to an optionee pursuant to the exercise of an ISO
and the optionee does not dispose of such shares within the two-year period
after the date of grant or within one year after the receipt of such shares by
the optionee (a "disqualifying disposition"), then, generally (i) the optionee
will not realize ordinary income upon exercise, (ii) upon sale of such shares,
any amount realized in excess of the exercise price of the ISO will be taxed to
such optionee as a long-term capital gain and any loss sustained will be a
long-term capital loss, and (iii) no deduction will be allowed to the Company.
However, if shares acquired upon the exercise of an ISO are disposed of in a
disqualifying disposition, generally (x) the optionee will realize ordinary
income in the year of disposition in an amount equal to the excess (if any) of
the fair market value of such shares at the time of exercise (or, if less, the
amount realized on the disposition of shares), over the exercise price thereof,
and (y) the Company will be entitled to deduct an amount equal to such income.
Any additional gain recognized by the optionee upon a disposition of such shares
prior to the expiration of the holding period described above will be taxed as a
short-term or long-term capital gain, as the case may be, and will not result in
any deduction by the Company.
Subject to certain exceptions, an ISO generally will not be treated as
an ISO if it is exercised more than three months following termination of
employment. If an ISO is exercised at a time when it no longer qualifies as an
ISO, such Option will be treated as a non-qualified stock option (an "NQSO").
The amount by which the fair market value of the Common Stock on the
exercise date of an ISO exceeds the purchase price generally will constitute an
item which increases the optionee's "alternative minimum taxable income."
NONQUALIFIED STOCK OPTIONS
In the event an Option fails to qualify as an ISO or loses its status
as an ISO and is treated as an NQSO, upon exercise of the NQSO the optionee
generally must include in ordinary income at the time of exercise an amount
equal to the excess, if any, of the fair market value of the shares at the time
of exercise over the purchase price, and will have a tax basis in such shares
equal to (i) the cash paid upon exercise, plus (ii) the amount taxable as
ordinary income to the optionee.
Subject to the limitations of the Code, the Company will generally be
entitled to a deduction in the amount of the optionee's ordinary income at the
time such income is recognized by the optionee. Income and payroll taxes are
required to be withheld on the amount of ordinary income resulting from the
exercise of an NQSO.
-3-
<PAGE>
RESALE RESTRICTIONS
Shares of Common Stock distributed under the Plans to "affiliates" of
the Company, as that term is defined in the rules and regulations under the
Securities Act of 1933, as amended (the "Securities Act"), are subject to
restrictions on resale imposed by the Securities Act. Such shares may be resold
pursuant to Rule 144 under the Securities Act, or pursuant to another applicable
exemption, if any, from the registration requirements of the Securities Act or
pursuant to an effective registration statement. Rule 144 limits the number of
shares which may be sold by "affiliates" within a three-month period. Shares
distributed to persons other than "affiliates" generally will not be subject to
restrictions on resale under the Securities Act. An "affiliate" of the Company
is defined by the rules and regulations under the Securities Act as a person who
"directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with" the Company. Directors,
executive officers, substantial stockholders and others, who by one means or
another have the ability to exercise control over the Company, are or may be
deemed to be "affiliates."
REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Copies of the documents incorporated by reference in Item 3 of Part II
of this registration statement (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference herein) are
incorporated by reference in this Prospectus and are available upon written or
oral request without charge to each person to whom this Prospectus is delivered.
Other documents required to be delivered to employees pursuant to Rule 428(b)
under the Securities Act are also available upon written or oral request without
charge to each person to whom this Prospectus is delivered. Written or telephone
requests should be directed to Central Fidelity Banks, Inc., 1021 E. Cary
Street, Post Office Box 27602, Richmond, Virginia, 23261, Attention: Susan
Lawrence Mistr, Public Relations Manager, (804) 697-7261.
-4-
<PAGE>
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- ------------------------------------------------------------------------------
2,141,387 SHARES
CENTRAL FIDELITY
BANKS, INC.
(PAR VALUE $5.00 PER SHARE)
February __, 1996
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION LOCATION
<S> <C> <C>
4 Instruments defining the rights of security
holders, including indentures
(c) 1993 Incentive Stock Option Plan........... Filed as exhibit hereto.
(d) 1991 Incentive Stock Option Plan........... Filed as exhibit hereto.
(e) 1988 Incentive Stock Option Plan........... Filed as exhibit hereto.
(f) 1986 Incentive Stock Option Plan........... Filed as exhibit hereto.
23 Consents of experts and counsel
(a) KPMG Peat Marwick LLP...................... Filed as exhibit hereto
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Central
Fidelity Banks, Inc., 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 the City of Richmond, Commonwealth of
Virginia, on this 28th day of February, 1996.
CENTRAL FIDELITY BANKS, INC.
By: /s/ LEWIS N. MILLER, JR.
Lewis N. Miller, Jr.
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Lewis N. Miller, Jr. Chairman of the Board, Chief February 28, 1996
Lewis N. Miller, Jr. Executive Officer and Director
/s/ Charles W. Tysinger Corporate Executive Officer and February 28, 1996
Charles W. Tysinger Treasurer (Principal Financial
Officer)
/s/ James F. Campbell Senior Vice President and February 28, 1996
James F. Campbell Controller (Principal Accounting
Officer)
* Director
James F. Betts
* Director
Alvin R. Clements
* Director
Phyllis L. Cothran
* Director
Jack H. Ferguson
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
* Director
Robert L. Freeman
* Director
Thomas R. Glass
* Director
Minnie Bassett Lane
* Director
George R. Lewis
* Director
G. Bruce Miller
* Director
T. Justin Moore, Jr.
* Director
Richard L. Morrill
* Director
Lloyd U. Noland, III
* Director
William G. Reynolds, Jr.
* Director
Kenneth S. White
</TABLE>
<PAGE>
*William N. Stoyko, by signing his name hereto, signs this document on
behalf of each of the persons indicated by an asterisk above pursuant to powers
of attorney duly executed by such persons and filed as an exhibit to this
Registration Statement.
/s/ WILLIAM N. STOYKO
William N. Stoyko
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION LOCATION
4(c) 1993 Incentive Stock Option Plan
4(d) 1991 Incentive Stock Option Plan
4(e) 1988 Incentive Stock Option Plan
4(f) 1986 Incentive Stock Option Plan
23(a) Consent of KPMG Peat Marwick LLP
EXHIBIT 4(C)
1993 INCENTIVE STOCK OPTION PLAN
(1) Purpose of the Plan. The 1993 Incentive Stock Option Plan (the
"Plan") is intended to provide a means to encourage selected key employees
("Participants") of Central Fidelity Banks, Inc. ("Central Fidelity") and its
present or future subsidiaries (the "Company") to remain in the Company's employ
and to give the Participants an added incentive to increase the Company's
earnings through granting Participants an attractive opportunity to acquire
Common Stock, $5 par value, of Central Fidelity ("Common Stock"). The term
"subsidiary" means a corporation included in Central Fidelity's consolidated
financial statements or a subsidiary thereof.
(2) Administration and Amendment of the Plan. From time to time,
Central Fidelity's Board of Directors shall adopt resolutions granting stock
options under this Plan (the "Options"); the resolutions shall name or describe
the Participants and fix or describe the option price. As soon as practicable
after each resolution is adopted, a written instrument, in a form approved by
Central Fidelity's Board of Directors, shall be executed and delivered by
Central Fidelity to the individual to whom the Option was granted ("Optionee").
Central Fidelity's Board of Directors may adopt rules and regulations
for carrying out the Plan and may make changes in and additions to the Plan and,
with the consent of the Optionee, to the terms and conditions of an Optionee's
Option, as it may deem proper and in the best interests of the Company, without
further action by Central Fidelity's shareholders; provided, however, that
unless Central Fidelity's shareholders shall have first approved thereof, the
total number of shares of Common Stock which may be purchased by Optionees under
the Plan, or by any of them, shall not be increased, except as provided in
Section 10 hereof. The interpretation and construction of any provision of the
Plan by Central Fidelity's Board of Directors shall be final and conclusive. All
expenses and costs in connection with the operation of the Plan shall be borne
by Central Fidelity.
Central Fidelity's Board of Directors may from time to time appoint a
committee, consisting of not less than three directors (the "Stock Plan
Committee"), none of whom holds or is eligible to receive an Option under the
Plan, and may delegate to the Stock Plan Committee full power and authority to
take any or all action required or permitted to be taken by Central Fidelity's
Board of Directors under the Plan. Whenever the term "Central Fidelity's Board
of Directors" appears herein, it shall, if a Stock Plan Committee has been
appointed and is then acting, be interpreted to mean also the Stock Plan
Committee.
It is intended that Options granted under the Plan shall be incentive
stock options ("ISOs") within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Act"). Accordingly, to the extent anything
contained herein or in any Option granted hereunder is inconsistent with the Act
as now in effect or as hereafter amended, such inconsistency shall be deemed of
no force and effect and all provisions of the Act necessary to qualify the
Options as ISOs shall prevail. Notwithstanding the preceding sentence, any
Option which fails to qualify as an ISO shall be valid according to its terms
and shall be treated as a non-statutory option.
(3) Eligibility. Options shall be granted only to individuals who, in
the opinion of Central Fidelity's Board of Directors, are key employees or
employees with at least five years of service, including officers and directors
who are regular employees of the Company.
<PAGE>
(4) Common Stock Subject to the Plan. Central Fidelity's Board of
Directors is authorized to grant Options to purchase shares of Central
Fidelity's Common Stock (or the number and kind of shares of stock or other
securities which, under Section 10 hereof, shall be substituted for such Common
Stock or to which same shall be adjusted). Such shares may be authorized but
unissued shares including shares reacquired by the Company.
(5) Maximum Number of Shares Subject to Plan. Subject to adjustment as
provided in Section 10 hereof, the aggregate amount of Common Stock to be
delivered upon exercise of all Options granted under the Plan shall not exceed
750,000 shares. If any Options or installments thereof are not exercised in full
before expiration thereof, the unpurchased shares subject thereto shall be
treated as if such Options or installments had never been granted, effective
immediately after they cease to be exercisable, and shall again be available for
the purposes of the Plan.
(6) Purchase Price and Use of Proceeds. The purchase price of the
Common Stock under each Option shall be determined in each case by Central
Fidelity's Board of Directors but shall not be less than one hundred percent
(100%) of the fair market value of such stock as determined in good faith by
Central Fidelity's Board of Directors on the date the Option is granted, and in
any event not less than the par value of such stock. The proceeds received by
the Company from sale of stock pursuant to the Plan shall be used for general
corporate purposes.
(7) Expiration of Option. Each Option shall expire on the earliest of
(a) ten years from the date it is granted, (b) on such date as central
Fidelity's Board of Directors shall determine, (c) after the third month
following the Optionee's ceasing to be employed continuously by the Company for
any reason except retirement (i) at or after the then normal retirement age or
earlier if approved by Central Fidelity's Board of Directors or (ii) for
disability, or (d) 12 months after Optionee dies.
(8) Exercise of Options. Each Option shall be exercised in whole or in
such installments as Central Fidelity's Board of Directors shall determine. In
the event Options are exercisable in installments, when the right to exercise
any installment accrues, the shares included in the installments may be
purchased at that time or from time to time thereafter before the Option
expires.
The Option shall be exercised by mailing or delivering to Central
Fidelity at its executive offices in Richmond, Virginia, (a) a written notice of
such exercise which specifies the number of shares as to which the Option is
being exercised, and (b) unless otherwise specifically provided by the Board,
payment for such shares by check (which clears in due course) payable to the
order of Central Fidelity. The shares purchased shall be deemed issued as of the
date of such payment, and Central Fidelity shall cause appropriate stock
certificates to be issued promptly. Such shares shall be fully paid and
nonassessable.
(9) Non-Transferability of Option. No Option shall be transferable by
an Optionee except by will or the laws of descent and distribution. Each Option
shall be exercisable during the Optionee's lifetime only by the Optionee.
(10) Adjustment in Shares Subject to Option. If the outstanding shares
of Common Stock shall be increased or decreased or changed into or exchanged for
a different number or kind of shares or other securities of Central Fidelity or
of any other corporation, whether through reorganization, merger consolidation,
recapitalization, stock split-up, stock dividend, or otherwise, appropriate
adjustments shall be made in the number or kind of shares or securities subject
to this Plan and as to each Option and the purchase price per share therefor;
but an Optionee shall not be entitled to purchase any fractional share or
fraction of a security; and, if any adjustment would otherwise give an Optionee
the right to purchase
<PAGE>
a fractional share or a fraction of a security the Optionee shall forfeit such
right. The foregoing sentence does not apply to cash dividends, which will be
paid only on Common Stock which has been purchased by the exercise of Options.
(11) Dissolution, Etc. of Central Fidelity. In the event of a
proposed dissolution or liquidation of Central Fidelity, or in the event of a
proposed sale of substantially all the assets or capital stock of Central
Fidelity each Option shall terminate as of a date to be fixed by the Board of
Directors; provided that not less than 30 days written notice of the date so
fixed shall be given to the Optionee, and the Optionee shall have the right,
during the period of 30 days preceding such termination, to exercise Options as
to all or any part of the shares covered thereby, including shares as to which
Options would not otherwise be exercisable.
(12) Death of Optionee. Except as otherwise provided in Section 11
hereof, if an Optionee dies before the Optionee's Option expires, the entire
Option may be exercised within 12 months after the Optionee's death by the
Optionee's executors or administrators or the person or persons to whom the
Option shall pass by will or the laws of descent and distribution.
Notwithstanding the provisions of Section 7 hereof, but subject to the
provisions of Section 11 hereof, the expiration of any unexercised Option which
passed on the death of an Optionee who died prior to January 1, 1995, to (i) the
estate of the deceased Optionee or (ii) the person or persons to whom the Option
passed by will or the laws of descent and distribution, may be extended by the
Board of Directors or any Committee administering the Plan, in its discretion,
with the agreement of the estate or other successor to the deceased Optionee, to
a date not exceeding the original term of the Option when granted to the
deceased Optionee. In no event shall the Board of Directors or the Committee,
pursuant to the preceding sentence, (x) extend the expiration date of any Option
for any person who is subject to reporting and short-swing liability under
Section 16 of the Securities Exchange Act of 1934, or (y) increase any benefit
under the Plan to any such person.
(13) Rights as a Shareholder Employee. An Option shall not entitle an
Optionee to any rights as a shareholder of Central Fidelity with respect to any
shares subject to the Option until such Option has been exercised and the shares
issued.
(14) Shares to be Reserved. Central Fidelity shall at all times during
the terms of outstanding Options reserve and keep available such number of
shares of Common Stock as shall be sufficient to satisfy the requirements of the
Plan and shall pay all fees and expenses necessarily incurred by Central
Fidelity in connection therewith.
(15) Participant Disqualification. Notwithstanding anything in this
Plan to the contrary, an Optionee's participation under the Plan shall terminate
immediately, and any options granted under this Plan and any agreement under
this Plan shall be cancelled immediately, if the Optionee engages or
participates in (i) any fraud, misconduct or violation of the criminal law, or
(ii) any conduct, activity or action, which, in the sole determination of the
Board or the Stock Plan Committee, is detrimental to the interests of the
Company. The Board or the Stock Plan Committee shall be responsible for making
any determinations concerning termination of options granted hereunder, and such
determinations shall be final and binding upon the Optionee.
(16) Termination of the Plan. This Plan shall terminate March 12, 2003,
or at such earlier time as Central Fidelity's Board of Directors may determine.
Any Option outstanding under the Plan at the time it terminates shall remain in
effect until the Option is exercised or expires.
<PAGE>
(17) Effective Date. This Plan shall be effective when approved by a
majority of the shares of Common Stock of Central Fidelity outstanding and
entitled to vote. Options may be granted pursuant to the Plan prior to said
approval; provided, however, that no Option may be exercised or Common Stock
issued before such approval or before a registration statement covering the
Common Stock is filed with the Securities and Exchange Commission and becomes
and is then effective.
EXHIBIT 4(D)
1991 INCENTIVE STOCK OPTION PLAN
(1) Purpose of the Plan. The 1991 Incentive Stock Option Plan (the
"Plan") is intended to provide a means to encourage selected key employees
("Participants") of Central Fidelity Banks, Inc. ("Central Fidelity") and its
present or future subsidiaries (the "Corporation") to remain in the
Corporation's employ and to give the Participants an added incentive to increase
the Corporation's earnings through granting Participants an attractive
opportunity to acquire Common Stock, $5 par value, of Central Fidelity ("Common
Stock"). The term "subsidiary" means a corporation included in Central
Fidelity's consolidated financial statements or a subsidiary thereof.
(2) Administration and Amendment of the Plan. From time to time,
Central Fidelity's Board of Directors shall adopt resolutions granting stock
options under this Plan (the "Options"); the resolutions shall name or describe
the Participants and fix or describe the option price. As soon as practicable
after each resolution is adopted, a written instrument, in a form approved by
Central Fidelity's Board of Directors, shall be executed and delivered by
Central Fidelity to the individual to whom the Option was granted ("Optionee").
Central Fidelity's Board of Directors may adopt rules and regulations
for carrying out the Plan and may make changes in and additions to the Plan and,
with the consent of the Optionee, to the terms and conditions of an Optionee's
Option, as it may deem proper and in the best interests of the Corporation,
without further action by Central Fidelity's shareholders; provided, however,
that unless Central Fidelity's shareholders shall have first approved thereof,
the total number of shares of Common Stock which may be purchased by Optionees
under the Plan, or by any of them, shall not be increased, except as provided in
Section 10 hereof. The interpretation and construction of any provision of the
Plan by Central Fidelity's Board of Directors shall be final and conclusive. All
expenses and costs in connection with the operation of the Plan shall be borne
by Central Fidelity.
Central Fidelity's Board of Directors may from time to time appoint a
committee, consisting of not less than three directors (the "Stock Plan
Committee"), none of whom holds or is eligible to receive an Option under the
Plan, and may delegate to the Stock Plan Committee full power and authority to
take any or all action required or permitted to be taken by Central Fidelity's
Board of Directors under the Plan. Whenever the term "Central Fidelity's Board
of Directors" appears herein, it shall, if a Stock Plan Committee has been
appointed and is then acting, be interpreted to mean also the Stock Plan
Committee.
It is intended that Options granted under the Plan shall be incentive
stock options ("ISOs") within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Act"). Accordingly, to the extent anything
contained herein or in any Option granted hereunder is inconsistent with the Act
as now in effect or as hereafter amended, such inconsistency shall be deemed of
no force and effect and all provisions of the Act necessary to qualify the
Options as ISOs shall prevail. Notwithstanding the preceding sentence, any
Option which fails to qualify as an ISO shall be valid according to its terms
and shall be treated as a non-statutory option.
(3) Eligibility. Options shall be granted only to individuals who, in
the opinion of Central Fidelity's Board of Directors, are key employees,
including officers and directors who are regular employees of the Corporation.
<PAGE>
(4) Common Stock Subject to the Plan. Central Fidelity's Board of
Directors is authorized to grant Options to purchase shares of Central
Fidelity's Common Stock (or the number and kind of shares of stock or other
securities which, under Section 10 hereof, shall be substituted for such Common
Stock or to which same shall be adjusted). Such shares may be authorized but
unissued shares including shares reacquired by the Corporation.
(5) Maximum Number of Shares Subject to Plan. Subject to adjustment as
provided in Section 10 hereof, the aggregate amount of Common Stock to be
delivered upon exercise of all Options granted under the Plan shall not exceed
300,000 shares. If any Options or installments thereof are not exercised in full
before expiration thereof, the unpurchased shares subject thereto shall be
treated as if such Options or installments had never been granted, effective
immediately after they cease to be exercisable, and shall again be available for
the purposes of the Plan.
(6) Purchase Price and Use of Proceeds. The purchase price of the
Common Stock under each Option shall be determined in each case by Central
Fidelity's Board of Directors but shall not be less than one hundred percent
(100%) of the fair market value of such stock as determined in good faith by
Central Fidelity's Board of Directors on the date the Option is granted, and in
any event not less than the par value of such stock. The proceeds received by
the Corporation from sale of stock pursuant to the Plan shall be used for
general corporate purposes.
(7) Expiration of Option. Each Option shall expire on the earliest of
(a) ten years from the date it is granted, (b) on such date as central
Fidelity's Board of Directors shall determine, (c) after the third month
following the Optionee's ceasing to be employed continuously by the Corporation
for any reason except retirement (i) at or after the then normal retirement age
or earlier if approved by Central Fidelity's Board of Directors or (ii) for
disability, or (d) 12 months after Optionee dies.
(8) Exercise of Options. Each Option shall be exercised in whole or in
such installments as Central Fidelity's Board of Directors shall determine. In
the event Options are exercisable in installments, when the right to exercise
any installment accrues, the shares included in the installments may be
purchased at that time or from time to time thereafter before the Option
expires. Failure to exercise all or part of any installment shall not affect
Optionee's right to exercise any other installment.
The Option shall be exercised by mailing or delivering to Central
Fidelity at its executive offices in Richmond, Virginia, (a) a written notice of
such exercise which specifies the number of shares as to which the Option is
being exercised, and (b) unless otherwise specifically provided by the Board,
payment for such shares by check (which clears in due course) payable to the
order of Central Fidelity. The shares purchased shall be deemed issued as of the
date of such payment, and Central Fidelity shall cause appropriate stock
certificates to be issued promptly. Such shares shall be fully paid and
nonassessable.
(9) Non-Transferability of Option. No Option shall be transferable by
an Optionee except by will or the laws of descent and distribution. Each Option
shall be exercisable during the Optionee's lifetime only by the Optionee.
(10) Adjustment in Shares Subject to Option. If the outstanding shares
of Common Stock shall be increased or decreased or changed into or exchanged for
a different number or kind of shares or other securities of Central Fidelity or
of any other corporation, whether through reorganization, merger consolidation,
recapitalization, stock split-up, stock dividend, or otherwise, appropriate
adjustments shall be made in the number or kind of shares or securities subject
to this Plan and as to each Option and the purchase price per share therefor;
but an Optionee shall not be entitled to purchase any fractional share
<PAGE>
or fraction of a security; and, if any adjustment would otherwise give an
Optionee the right to purchase a fractional share or a fraction of a security
the Optionee shall forfeit such right. The foregoing sentence does not apply to
cash dividends, which will be paid only on Common Stock which has been purchased
by the exercise of Options.
(11) Dissolution, Etc. of Central Fidelity. In the event of a
proposed dissolution or liquidation of Central Fidelity, or in the event of a
proposed sale of substantially all the assets or capital stock of Central
Fidelity each Option shall terminate as of a date to be fixed by the Board of
Directors; provided that not less than 30 days written notice of the date so
fixed shall be given to the Optionee, and the Optionee shall have the right,
during the period of 30 days preceding such termination, to exercise Options as
to all or any part of the shares covered thereby, including shares as to which
Options would not otherwise be exercisable.
(12) Death of Optionee. Except as otherwise provided in Section 11
hereof, if an Optionee dies before the Optionee's Option expires, the entire
Option may be exercised within 12 months after the Optionee's death by the
Optionee's executors or administrators or the person or persons to whom the
Option shall pass by will or the laws of descent and distribution.
Notwithstanding the provisions of Section 7 hereof, but subject to the
provisions of Section 11 hereof, the expiration of any unexercised Option which
passed on the death of an Optionee who died prior to January 1, 1995, to (i) the
estate of the deceased Optionee or (ii) the person or persons to whom the Option
passed by will or the laws of descent and distribution, may be extended by the
Board of Directors or any Committee administering the Plan, in its discretion,
with the agreement of the estate or other successor to the deceased Optionee, to
a date not exceeding the original term of the Option when granted to the
deceased Optionee. In no event shall the Board of Directors or the Committee,
pursuant to the preceding sentence, (x) extend the expiration date of any Option
for any person who is subject to reporting and short-swing liability under
Section 16 of the Securities Exchange Act of 1934, or (y) increase any benefit
under the Plan to any such person.
(13) Rights as a Shareholder Employee. An Option shall not entitle an
Optionee to any rights as a shareholder of Central Fidelity with respect to any
shares subject to the Option until such Option has been exercised and the shares
issued.
(14) Shares to be Reserved. Central Fidelity shall at all times during
the terms of outstanding Options reserve and keep available such number of
shares of Common Stock as shall be sufficient to satisfy the requirements of the
Plan and shall pay all fees and expenses necessarily incurred by Central
Fidelity in connection therewith.
(15) Termination of the Plan. This Plan shall terminate March 12, 2001,
or at such earlier time as Central Fidelity's Board of Directors may determine.
Options may be granted under the Plan at any time and from time to time before
it terminates. Any Option outstanding under the Plan at the time it terminates
shall remain in effect until the Option is exercised or expires.
(16) Effective Date. This Plan shall be effective when approved by a
majority of the shares of Common Stock of Central Fidelity outstanding and
entitled to vote. Options may be granted pursuant to the Plan prior to said
approval; provided, however, that no Option may be exercised or Common Stock
issued before such approval or before a registration statement covering the
Common Stock is filed with the Securities and Exchange Commission and becomes
and is then effective.
EXHIBIT 4(E)
1988 INCENTIVE STOCK OPTION PLAN
(1) Purpose of the Plan. The 1988 Incentive Stock Option Plan (the
"Plan") is intended to provide a means to encourage selected key employees
("Participants") of Central Fidelity Banks, Inc. ("Central Fidelity") and its
present or future subsidiaries (the "Corporation") to remain in the
Corporation's employ and to give the Participants an added incentive to increase
the Corporation's earnings through granting Participants an attractive
opportunity to acquire Common Stock, $5 par value, of Central Fidelity ("Common
Stock"). The term "subsidiary" means a corporation included in Central
Fidelity's consolidated financial statements or a subsidiary thereof.
(2) Administration and Amendment of the Plan. From time to time,
Central Fidelity's Board of Directors shall adopt resolutions granting stock
options under this Plan (the "Options"); the resolutions shall name or describe
the Participants and fix or describe the option price. As soon as practicable
after each resolution is adopted, a written instrument, in a form approved by
Central Fidelity's Board of Directors, shall be executed and delivered by
Central Fidelity to the individual to whom the Option was granted ("Optionee").
Central Fidelity's Board of Directors may adopt rules and regulations
for carrying out the Plan and may make changes in and additions to the Plan and,
with the consent of the Optionee, to the terms and conditions of an Optionee's
Option, as it may deem proper and in the best interests of the Corporation,
without further action by Central Fidelity's shareholders; provided, however,
that unless Central Fidelity's shareholders shall have first approved thereof,
the total number of shares of Common Stock which may be purchased by Optionees
under the Plan, or by any of them, shall not be increased, except as provided in
Section 10 of the Plan. The interpretation and construction of any provision of
the Plan by Central Fidelity's Board of Directors shall be final and conclusive.
All expenses and costs in connection with the operation of the Plan shall be
borne by Central Fidelity.
Central Fidelity's Board of Directors may from time to time appoint a
committee, consisting of not less than three directors (the "Stock Plan
Committee"), none of whom holds or is eligible to receive an Option under the
Plan, and may delegate to the Stock Plan Committee full power and authority to
take any or all action required or permitted to be taken by Central Fidelity's
Board of Directors under the Plan. Whenever the term "Central Fidelity's Board
of Directors" appears herein, it shall if a Stock Plan Committee has been
appointed and is then acting, be interpreted to mean also the Stock Plan
Committee.
It is intended that Options granted under the Plan shall be incentive
stock options ("ISOs") within the meaning of Section 422A of the Internal
Revenue Code of 1986, as amended (the "Act"). Accordingly, to the extent
anything contained herein or in any Option granted hereunder is inconsistent
with the Act as now in effect or as hereafter amended, such inconsistency shall
be deemed of no force and effect and all provisions of the Act necessary to
qualify the Options as ISOs shall prevail. Notwithstanding the preceding
sentence, any Option which fails to qualify as an ISO shall be valid according
to its terms and shall be treated as a non-statutory option.
(3) Eligibility. Options shall be granted only to individuals who, in
the opinion of Central Fidelity's Board of Directors, are key employees,
including officers and directors who are regular employees of the Corporation.
<PAGE>
No incentive stock options, however, may be granted to an Optionee who,
(i) at the time the Option is granted, owns more than 10% of the total combined
voting power of all classes of stock of Central Fidelity at the time
outstanding, or (ii) if during any year after December 31, 1986 such option
would provide during any calendar year of such options for stock with a fair
market value exceeding $100,000 when considered together with the fair market
value of stock subject to all other options granted during any year after
December 31, 1986 to the same person under all incentive stock option plans of
the Company and its subsidiaries which become exercisable for the first time in
the same year.
(4) Common Stock Subject to the Plan. Central Fidelity's Board of
Directors is authorized to grant Options to purchase shares of Central
Fidelity's Common Stock (or the number and kind of shares of stock or other
securities which, under Section 10 hereof, shall be substituted for such Common
Stock or to which same shall be adjusted). Such shares may be authorized but
unissued shares including shares reacquired by the company.
(5) Maximum Number of Shares Subject to Plan. Subject to adjustment as
provided in Section 10 hereof, the aggregate amount of Common Stock to be
delivered upon exercise of all Options granted under the Plan shall not exceed
300,000 shares. If any Options or installments thereof are not exercised in full
before expiration thereof, the unpurchased shares subject thereto shall be
treated as if such Options or installments had never been granted, effective
immediately after they cease to be exercisable, and shall again be available for
the purposes of the Plan.
(6) Purchase Price and Use of Proceeds. The purchase price of the
Common Stock under each Option shall be determined in each case by Central
Fidelity's Board of Directors but shall not be less than one hundred percent
(100%) of the fair market value of such stock as determined in good faith by
Central Fidelity's Board of Directors on the date the Option is granted, and in
any event not less than the par value of such stock. The proceeds received by
the Corporation from sale of stock pursuant to the Plan shall be used for
general corporate purposes.
(7) Expiration of Option. Each Option shall expire on the earliest of
(a) ten years from the date it is granted, (b) on such date as central
Fidelity's Board of Directors shall determine, (c) after the 90th day following
the Optionee's ceasing to be employed continuously by the Corporation for any
reason except retirement (i) at or after the then normal retirement age or
earlier if approved by Central Fidelity's Board of Directors or (ii) for
disability, or (d) 12 months after Optionee dies.
(8) Exercise of Options. Each Option shall be exercised in whole or in
such installments as Central Fidelity's Board of Directors shall determine. In
the event Options are exercisable in installments, when the right to exercise
any installment accrues, the shares included in the installments may be
purchased at that time or from time to time thereafter before the Option
expires. Failure to exercise all or part of any installment shall not affect
Optionee's right to exercise any other installment.
The Option shall be exercised by mailing or delivering to Central
Fidelity at its executive offices in Richmond, Virginia, (a) a written notice of
such exercise which specifies the number of shares as to which the Option is
being exercised, and (b) unless otherwise specifically provided by the Board,
payment for such shares by check (which clears in due course) payable to the
order of Central Fidelity. The shares purchased shall be deemed issued as of the
date of such payment, and Central Fidelity shall cause appropriate stock
certificates to be issued promptly. Such shares shall be fully paid and
nonassessable.
<PAGE>
(9) Non-Transferability of Option. No Option shall be transferable by
an Optionee except by will or the laws of descent and distribution. Each Option
shall be exercisable during the Optionee's lifetime only by the Optionee.
(10) Adjustment in Shares Subject to Option. If the outstanding shares
of Common Stock shall be increased or decreased or changed into or exchanged for
a different number or kind of shares or other securities of Central Fidelity or
of any other corporation, whether through reorganization, merger, consolidation,
recapitalization, stock split-up, stock dividend, or otherwise, appropriate
adjustments shall be made in the number or kind of shares or securities subject
to this Plan and as to each Option and the purchase price per share therefor;
but an Optionee shall not be entitled to purchase any fractional share or
fraction of a security; and, if any adjustment would otherwise give an Optionee
the right to purchase a fractional share or a fraction of a security the
Optionee shall forfeit such right. The foregoing sentence does not apply to cash
dividends, which will be paid only on Common Stock which has been purchased by
the exercise of Options.
(11) Dissolution, Etc. of Central Fidelity. In the event of a
proposed dissolution or liquidation of Central Fidelity, or in the event of a
proposed sale of substantially all the assets or capital stock of Central
Fidelity, each Option shall terminate as of a date to be fixed by the Board of
Directors; provided that not less than 30 days written notice of the date so
fixed shall be given to the Optionee, and the Optionee shall have the right,
during the period of 30 days preceding such termination, to exercise Options as
to all or any part of the shares covered thereby, including shares as to which
Options would not otherwise be exercisable.
(12) Death of Optionee. Except as otherwise provided in Section 11
hereof, if an Optionee dies before the Optionee's Option expires, the entire
Option may be exercised within 12 months after the Optionee's death by the
Optionee's executors or administrators or the person or persons to whom the
Option shall pass by will or the laws of descent and distribution.
Notwithstanding the provisions of Section 7 hereof, but subject to the
provisions of Section 11 hereof, the expiration of any unexercised Option which
passed on the death of an Optionee who died prior to January 1, 1995, to (i) the
estate of the deceased Optionee or (ii) the person or persons to whom the Option
passed by will or the laws of descent and distribution, may be extended by the
Board of Directors or any Committee administering the Plan, in its discretion,
with the agreement of the estate or other successor to the deceased Optionee, to
a date not exceeding the original term of the Option when granted to the
deceased Optionee. In no event shall the Board of Directors or the Committee,
pursuant to the preceding sentence, (x) extend the expiration date of any Option
for any person who is subject to reporting and short-swing liability under
Section 16 of the Securities Exchange Act of 1934, or (y) increase any benefit
under the Plan to any such person.
(13) Rights as a Shareholder Employee. An Option shall not entitle an
Optionee to any rights as a shareholder of Central Fidelity with respect to any
shares subject to the Option until such Option has been exercised and the shares
issued.
(14) Shares to be Reserved. Central Fidelity shall at all times during
the terms of outstanding Options reserve and keep available such number of
shares of Common Stock as shall be sufficient to satisfy the requirements of the
Plan, and shall pay all fees and expenses necessarily incurred by Central
Fidelity in connection therewith.
(15) Termination of the Plan. This Plan shall terminate February 2,
1998, or at such earlier time as Central Fidelity's Board of Directors may
determine. Options may be granted under the Plan at
<PAGE>
any time and from time to time before it terminates. Any Option outstanding
under the Plan at the time it terminates shall remain in effect until the Option
is exercised or expires.
(16) Effective Date. This Plan shall be effective when approved by a
majority of the shares of Common Stock of Central Fidelity outstanding and
entitled to vote. Options may be granted pursuant to the Plan prior to said
approval; provided, however, that no Option may be exercised or Common Stock
issued before such approval or before a registration statement covering the
Common Stock is filed with the Securities and Exchange Commission and becomes
and is then effective.
<PAGE>
EXHIBIT 4(F)
1986 INCENTIVE STOCK OPTION PLAN
(1) Purpose of the Plan. The 1986 Incentive Stock Option Plan (the
"Plan") is intended to provide a means to encourage selected key employees
("Participants") of Central Fidelity Banks, Inc. ("Central Fidelity") and its
present or future subsidiaries (the "Corporation") to remain in the
Corporation's employ and to give the Participants an added incentive to increase
the Corporation's earnings through granting Participants an attractive
opportunity to acquire Common Stock, $5 par value, of Central Fidelity ("Common
Stock"). The term "subsidiary" means a corporation included in Central
Fidelity's consolidated financial statements or a subsidiary thereof.
(2) Administration and Amendment of the Plan. From time to time,
Central Fidelity's Board of Directors shall adopt resolutions granting stock
options under this Plan (the "Options"); the resolutions shall name or describe
the Participants and fix or describe the option price. As soon as practicable
after each resolution is adopted, a written instrument, in a form approved by
Central Fidelity's Board of Directors, shall be executed and delivered by
Central Fidelity to the individual to whom the Option was granted ("Optionee").
Central Fidelity's Board of Directors may adopt rules and regulations
for carrying out the Plan and may make changes in and additions to the Plan and,
with the consent of the Optionee, to the terms and conditions of an Optionee's
Option, as it may deem proper and in the best interests of the Corporation,
without further action by Central Fidelity's shareholders; provided, however,
that unless Central Fidelity's shareholders shall have first approved thereof,
the total number of shares of Common Stock which may be purchased by Optionees
under the Plan, or by any of them, shall not be increased, except as provided in
Section 10 of the Plan. The interpretation and construction of any provision of
the Plan by Central Fidelity's Board of Directors shall be final and conclusive.
All expenses and costs in connection with the operation of the Plan shall be
borne by Central Fidelity.
It is intended that Options granted under the Plan shall be incentive
stock options ("ISOs") within the meaning of Section 422A of the Internal
Revenue Code of 1954, as amended (the "Act"). Accordingly, to the extent
anything contained herein or in any Option granted hereunder is inconsistent
with the Act as now in effect or as hereafter amended, such inconsistency shall
be deemed of no force and effect and all provisions of the Act necessary to
qualify the Options as ISOs shall prevail. Notwithstanding the preceding
sentence, any Option which fails to qualify as an ISO shall be valid according
to its terms and shall be treated as a non-statutory option.
(3) Eligibility. Options shall be granted only to individuals who, in
the opinion of Central Fidelity's Board of Directors, are key employees,
including officers and directors who are regular employees of the Corporation.
No option, however, may be granted to an Optionee who, at the time the
Option is granted, owns more than 10% of the total combined voting power of all
classes of stock of Central Fidelity at the time outstanding. In addition, the
aggregate fair market value (determined as of the time an Option is granted) of
the Common Stock for which any Optionee may be granted Options in any calendar
year (under the Plan and any such other plan of the Corporation) shall not
exceed $100,000 plus an unused limit carry over to such year as set forth in the
Act as presently in effect or as may hereafter be amended.
<PAGE>
(4) Common Stock Subject to the Plan. Central Fidelity's Board of
Directors is authorized to grant Options to purchase shares of Central
Fidelity's Common Stock (or the number and kind of shares of stock or other
securities which, under Section 10 hereof, shall be substituted for such Common
Stock or to which same shall be adjusted). Such shares may be authorized but
unissued shares or treasury shares.
(5) Maximum Number of Shares Subject to Plan. Subject to adjustment as
provided in Section 10 hereof, the aggregate amount of Common Stock to be
delivered upon exercise of all Options granted under the Plan shall not exceed
300,000 shares. If any Options or installments thereof are not exercised in full
before expiration thereof, the unpurchased shares subject thereto shall be
treated as if such Options or installments had never been granted, effective
immediately after they cease to be exercisable, and shall again be available for
the purposes of the Plan.
(6) Purchase Price and Use of Proceeds. The purchase price of the
Common Stock under each Option shall be determined in each case by Central
Fidelity's Board of Directors but shall not be less than one hundred percent
(100%) of the fair market value of such stock as determined in good faith by
Central Fidelity's Board of Directors on the date the Option is granted, and in
any event not less than the par value of such stock. The proceeds received by
the Corporation from sale of stock pursuant to the Plan shall be used for
general corporate purposes.
(7) Expiration of Option. Each Option shall expire on the earliest of
(a) ten years from the date it is granted, (b) on such date as central
Fidelity's Board of Directors shall determine, (c) after the 90th day following
the Optionee's ceasing to be employed continuously by the Corporation for any
reason except retirement (i) at or after the then normal retirement age or
earlier if approved by Central Fidelity's Board of Directors or (ii) for
disability, or (d) 12 months after Optionee dies.
(8) Exercise of Options. Each Option shall be exercised in whole or in
such installments as Central Fidelity's Board of Directors shall determine. In
the event Options are exercisable in installments, when the right to exercise
any installment accrues, the shares included in the installments may be
purchased at that time or from time to time thereafter before the Option
expires. Failure to exercise all or part of any installment shall not affect
Optionee's right to exercise any other installment. Notwithstanding the
foregoing, however, no Option granted under the Plan may be exercised by the
Optionee receiving such Option while there is outstanding any ISO, within the
meaning of the Act, which was granted before the granting of such Option, to
such Optionee, to purchase Central Fidelity stock or stock of a corporation
which (at the time of the granting of such Option) is a parent or subsidiary
corporation of Central Fidelity, or of a predecessor corporation of any of such
corporations. For the purposes of the preceding sentence, any such ISO shall be
treated as outstanding until such ISO is exercised in full or expires by reason
of lapse time.
The Option shall be exercised by mailing or delivering to Central
Fidelity at its executive offices in Richmond, Virginia, (a) a written notice of
such exercise which specifies the number of shares as to which the Option is
being exercised, and (b) unless otherwise specifically provided by the Board,
payment for such shares by check (which clears in due course) payable to the
order of Central Fidelity. The shares purchased shall be deemed issued as of the
date of such payment, and Central Fidelity shall cause appropriate stock
certificates to be issued promptly. Such shares shall be fully paid and
nonassessable.
(9) Non-Transferability of Option. No Option shall be transferable by
an Optionee except by will or the laws of descent and distribution. Each Option
shall be exercisable during the Optionee's lifetime only by the Optionee.
<PAGE>
(10) Adjustment in Shares Subject to Option. If the outstanding shares
of Common Stock shall be increased or decreased or changed into or exchanged for
a different number or kind of shares or other securities of Central Fidelity or
of any other corporation, whether through reorganization, merger, consolidation,
recapitalization, stock split-up, stock dividend, or otherwise, appropriate
adjustments shall be made in the number or kind of shares or securities subject
to this Plan and as to each Option and the purchase price per share therefor;
but an Optionee shall not be entitled to purchase any fractional share or
fraction of a security; and, if any adjustment would otherwise give an Optionee
the right to purchase a fractional share or a fraction of a security, the
Optionee shall forfeit such right. The foregoing sentence does not apply to cash
dividends, which will be paid only on Common Stock which has been purchased by
the exercise of Options.
(11) Dissolution, Etc. of Central Fidelity. In the event of a
proposed dissolution or liquidation of Central Fidelity, or in the event of a
proposed sale of substantially all the assets or capital stock of Central
Fidelity, each Option shall terminate as of a date to be fixed by the Board of
Directors; provided that not less than 30 days written notice of the date so
fixed shall be given to the Optionee, and the Optionee shall have the right,
during the period of 30 days preceding such termination, to exercise Options as
to all or any part of the shares covered thereby, including shares as to which
Options would not otherwise be exercisable.
(12) Death of Optionee. Except as otherwise provided in Section 11
hereof, if an Optionee dies before the Optionee's Option expires, the entire
Option may be exercised within 12 months after the Optionee's death by the
Optionee's executors or administrators or the person or persons to whom the
Option shall pass by will or the laws of descent and distribution.
Notwithstanding the provisions of Section 7 hereof, but subject to the
provisions of Section 11 hereof, the expiration of any unexercised Option which
passed on the death of an Optionee who died prior to January 1, 1995, to (i) the
estate of the deceased Optionee or (ii) the person or persons to whom the Option
passed by will or the laws of descent and distribution, may be extended by the
Board of Directors or any Committee administering the Plan, in its discretion,
with the agreement of the estate or other successor to the deceased Optionee, to
a date not exceeding the original term of the Option when granted to the
deceased Optionee. In no event shall the Board of Directors or the Committee,
pursuant to the preceding sentence, (x) extend the expiration date of any Option
for any person who is subject to reporting and short-swing liability under
Section 16 of the Securities Exchange Act of 1934, or (y) increase any benefit
under the Plan to any such person.
(13) Rights as a Shareholder Employee. An Option shall not entitle an
Optionee to any rights as a shareholder of Central Fidelity with respect to any
shares subject to the Option until such Option has been exercised and the shares
issued.
Options shall not confer upon the Optionees any right with respect to
continuation of employment by Central Fidelity, nor in any way interfere with or
affect each Optionee's right or Central Fidelity's right to terminate such
employment at any time.
(14) Shares to be Reserved. Central Fidelity shall at all times during
the terms of outstanding Options reserve and keep available such number of
shares of Common Stock as shall be sufficient to satisfy the requirements of the
Plan, and shall pay all fees and expenses necessarily incurred by Central
Fidelity in connection therewith.
(15) Termination of the Plan. This Plan shall terminate February 4,
1996, or at such earlier time as Central Fidelity's Board of Directors may
determine. Options may be granted under the Plan at
<PAGE>
any time and from time to time before it terminates. Any Option outstanding
under the Plan at the time it terminates shall remain in effect until the Option
is exercised or expires.
(16) Effective Date. This Plan shall be effective when approved by a
majority of the shares of Common Stock of Central Fidelity outstanding and
entitled to vote. Options may be granted pursuant to the Plan prior to said
approval; provided, however, that no Option may be exercised or Common Stock
issued before such approval or before a registration statement covering the
Common Stock is filed with the Securities and Exchange Commission and becomes
and is then effective.
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Central Fidelity Banks, Inc.:
We consent to the use of our report incorporated herein by
reference.
/s/ KPMG PEAT MARWICK LLP
Richmond, Virginia
February 22, 1996
