As filed with the Securities and Exchange Commission on March 21, 1997.
Registration No. 33-62989
===============================================================================
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 (I.R.S. Employer
of Incorporation or Organization) Identification Number)
1021 East Cary Street, Richmond, Virginia 23219
(Address of Principal Executive Offices) (Zip Code)
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CENTRAL FIDELITY BANKS, INC.
1995 STOCK INCENTIVE 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
(804) 782-4000
(Name, address and telephone
number of agent for service)
With a copy to:
W.H. Schwarzschild, III, Esquire
Robert E. Spicer, Jr., Esquire
Williams, Mullen, Christian & Dobbins
1021 East Cary Street, 16th Floor
Richmond, Virginia 23219
(804) 643-1991
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
The following exhibits are filed on behalf of the Registrant as part of
this Registration Statement:
4.6 Central Fidelity Banks, Inc. 1995 Stock Incentive Plan, as
amended.
24 Powers of Attorney (previously filed).
<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 amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Richmond,
Commonwealth of Virginia, on this 10th day of March, 1997.
CENTRAL FIDELITY BANKS, INC.
By: /s/ Lewis N. Miller, Jr.
----------------------------------
Lewis N. Miller, Jr.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed 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, March 10, 1997
- --------------------------------------- Chief Executive Officer and Director
Lewis N. Miller, Jr.
/s/ Charles W. Tysinger Corporate Executive Officer March 10, 1997
- --------------------------------------- and Treasurer
Charles W. Tysinger (Principal Financial Officer)
/s/ James F. Campbell Senior Vice President March 10, 1997
- --------------------------------------- and Controller
James F. Campbell (Principal Accounting Officer)
* Director
- ---------------------------------------
James F. Betts
* Director
- ---------------------------------------
Alvin R. Clements
* Director
- ---------------------------------------
Phyllis L. Cothran
* Director
- ---------------------------------------
Jack H. Ferguson
* Director
- ---------------------------------------
Robert L. Freeman
Director
- ---------------------------------------
Thomas R. Glass
* Director
- ---------------------------------------
George R. Lewis
* Director
- ---------------------------------------
G. Bruce Miller
Director
- ---------------------------------------
T. Justin Moore, III
* Director
- ---------------------------------------
Richard L. Morrill
* Director
- ---------------------------------------
Lloyd U. Noland, III
* Director
- ---------------------------------------
William G. Reynolds, Jr.
* Director
- ---------------------------------------
Kenneth S. White
</TABLE>
*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 the
Registration Statement.
Date: March 10, 1997 /s/ William N. Stoyko
------------------------------
William N. Stoyko
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
4.6 Central Fidelity Banks, Inc. 1995 Stock Incentive Plan, as
amended.
Exhibit 4.6
CENTRAL FIDELITY BANKS, INC.
1995 STOCK INCENTIVE PLAN
(as amended September 11, 1996)
ARTICLE I.
Establishment, Purpose, and Duration
1.1 Establishment of the Plan. Central Fidelity Banks, Inc.
(hereinafter referred to as the "Company"), a Commonwealth of Virginia
corporation, hereby establishes an incentive compensation plan to be known as
the "1995 Stock Incentive Plan" (hereinafter referred to as the "Plan"), as set
forth in this document. Unless otherwise defined herein, all capitalized terms
shall have the meanings set forth in Section 2.1 herein. The Plan permits the
grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation
Rights, Restricted Stock, Performance Awards in the form of Performance Units
and Performance Shares, and Other Stock Unit Awards.
The Plan was adopted by the Board of Directors on January 11, 1995, and
shall become effective as of May 10, 1995 (the "Effective Date"), subject to the
approval by vote of shareholders of the Company in accordance with applicable
laws. Awards may be granted prior to shareholder approval of the Plan, but each
such Award shall be subject to the approval of the Plan by the shareholders.
1.2 Purpose of the Plan. The Plan is intended to foster the
success of the Company and its subsidiaries by providing incentives to Eligible
Employees to promote the long-term financial success of the Company. The Plan is
designed to provide flexibility to the Company in its ability to motivate,
attract, and retain the services of Eligible Employees upon whose judgment,
interest, and special effort the successful conduct of the Company's operation
is largely dependent.
1.3 Duration of the Plan. The Plan shall commence on the
Effective Date, as described in Section 1.1 herein, and shall remain in effect,
subject to the right of the Board of Directors to terminate the Plan at any time
pursuant to Article XII herein, until May 9, 2005, at which time it shall
terminate except with respect to Awards made prior to, and outstanding on, that
date, which shall remain valid in accordance with their terms.
ARTICLE II.
Definitions
2.1 Definitions. Except as otherwise defined in the Plan, the
following terms shall have the meanings set forth below:
(a) "Affiliate" shall have the meaning ascribed to
such term in Rule 12b-2 under the Exchange Act.
(b) "Agreement" means a written agreement implementing
the grant of each Award signed by an authorized officer of the Company
and by the Participant.
<PAGE>
(c) "Award" means individually or collectively, a grant
under this Plan of Nonqualified Stock Options, Incentive Stock Options,
Stock Appreciation Rights, Restricted Stock, Performance Units,
Performance Shares, or Other Stock Unit Awards.
(d) "Award Date" or "Grant Date" means the date on which
an Award is made by the Committee under this Plan.
(e) "Beneficial Owner" shall have the meaning ascribed to
such term in Rule 13d-3 under the Exchange Act.
(f) "Board" or "Board of Directors" means the Board of
Directors of the Company.
(g) "Change In Control" shall be deemed to have occurred
if the conditions set forth in any one of the following paragraphs
shall have been satisfied:
(i) Any person, corporation or other entity or
group including any "group" as defined in Section 13(d)(3) of
the Exchange Act, other than (A) those persons in control of
the Company on the Effective Date, (B) any person or group
acquiring securities of the Company directly from the Company,
or (C) a trustee or other fiduciary holding securities of the
Company under an employee benefit plan sponsored or maintained
by the Company or its Subsidiaries, becomes the beneficial
owner of shares of the Company having 10% or more of the total
number of votes that may be cast for the election of directors
of the Company; or
(ii) As the result of, or in connection with, any
tender or exchange offer, merger or other business
combination, sale of assets or contested election, or any
combination of the foregoing (a "Transaction"), the persons
who were directors of the Company before the Transaction
shall, following the Transaction, cease to constitute a
majority of the Board of Directors of the Company or any
successor to the Company or its assets; or
(iii) if at any time, (w) the Company shall
consolidate with, or merge with, any other Person and the
Company shall not be the continuing or surviving corporation,
(x) any Person shall consolidate with, or merge with, the
Company, and the Company shall be the continuing or surviving
corporation and in connection therewith, all or part of the
outstanding Stock shall be changed into or exchanged for stock
or other securities of any other Person or cash or any other
property, (y) the Company shall be a party to a statutory
share exchange with any other Person after which the Company
is a Subsidiary of any other Person, or (z) the Company shall
sell or otherwise transfer 50% or more of the assets or
earning power of the Company and its Subsidiaries (taken as a
whole) to any Person or Persons.
(h) "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
(i) "Committee" means the Compensation Committee of the
Board or such other committee as the Board may from time to time
appoint to administer the Plan.
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(j) "Company" means Central Fidelity Banks, Inc.
including all Affiliates and Subsidiaries, or any successor thereto
as provided in Article XIV herein.
(k) "Eligible Employee" means any officer or other
employee of the Company or its Subsidiaries (including any entity that
becomes a Subsidiary after the adoption of this Plan). Eligible
Employee does not include directors of the Company who are not also
employees of the Company or its Subsidiaries.
(l) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(m) "Fair Market Value" on a particular date means as
follows:
(i) If the Stock is approved for trading on
NASDAQ, the mean between the high and low sales prices of a
share of Common Stock as reported for such date in the Wall
Street Journal with regard to NASDAQ issues; or
(ii) If the Stock is not approved or trading on
NASDAQ but is listed or admitted to trading on a national
securities exchange, the mean between the high and low sales
prices of a share of Stock in consolidated trading as reported
for such date in the Wall Street Journal with regard to
securities listed or admitted to trading on such national
securities exchange; or
(iii) If in (i) or (ii) above, as applicable, there
were no sales on such date reported as provided above, the
respective prices on the most recent prior day on which sales
were so reported.
In the case of an Incentive Stock Option, if the foregoing method of
determining fair market value should be inconsistent with section 422
of the Code, "Fair Market Value" shall be determined by the Committee
in a manner consistent with such section of the Code and shall mean the
value as so determined.
(n) "Incentive Stock Option" or "ISO" means an option to
purchase Stock, granted under Article VI herein, which is designated as
an incentive stock option and is intended to meet the requirements of
Section 422 of the Code.
(o) "Nonqualified Stock Option" or "NQSO" means an option
to purchase Stock, granted under Article VI herein, which is not
intended to be an Incentive Stock Option.
(p) "Option" means an Incentive Stock Option or a
Nonqualified Stock Option.
(q) "Other Stock Unit Award" means awards of Stock or
other awards that are valued in whole or in part by reference to, or
are otherwise based on, Shares or other securities of the Company and
granted pursuant to Article X hereof.
(r) "Participant" means an Eligible Employee who has been
granted an Award under the Plan.
(s) "Performance Award" means a performance-based Award,
which may be in the form of either Performance Shares or Performance
Units.
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<PAGE>
(t) "Performance Share" means an Award, designated as a
performance share, granted to a Participant pursuant to Article IX
herein, the value of which is determined by the Fair Market Value of
Company Stock in a manner deemed appropriate by the Committee and
described in the Agreement.
(u) "Performance Unit" means an Award, designated as a
performance unit, granted to a Participant pursuant to Article IX
herein, the value of which is determined, in whole or in part, by the
attainment of preestablished goals relating to Company financial or
operating performance as deemed appropriate by the Committee and
described in the Agreement but which is not determined by reference to
the Fair Market Value of Common Stock.
(v) "Period of Restriction" means the period during which
the transfer of Shares of Restricted Stock is restricted, pursuant to
Article VIII herein.
(w) "Person" shall have the meaning scribed to such term
in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and
14(d) thereof, including a "group" as defined in Section 13(d).
(x) "Plan" means the Central Fidelity Banks, Inc. 1995
Stock Incentive Plan as herein described and as hereafter from time
to time amended.
(y) "Related Option" means an Incentive Stock Option or
a Nonqualified Stock Option granted in conjunction with the grant of a
Stock Appreciation Right.
(z) "Restricted Stock" means an Award of Stock granted
to a Participant pursuant to Article VIII herein.
(aa) "Secretary" means the officer designated as the
Secretary of the Company.
(bb) "Stock" or "Shares" means the common stock of the
Company.
(cc) "Stock Appreciation Right" or "SAR" means an Award,
designated as Stock Appreciation Right, granted to a participant
pursuant to Article VII herein.
(dd) "Subsidiary" shall mean, with respect to any
corporation, a subsidiary of that corporation within the meaning of
Code section 424(f).
ARTICLE III.
Administration
3.1 General. The Plan shall be administered by a committee of the
Board consisting of two or more directors appointed from time to time by the
Board. No person shall be appointed to or shall serve as a member of such
committee unless at the time of such appointment and service he shall be an
"outside director" within the meaning of Section 162(m)(4)(C)(i) of the Code.
Notwithstanding the foregoing, the Board may, in its discretion, delegate to
another committee of the Board any or all of the authority and responsibility of
the Committee with respect to awards to employees who are not subject to Section
16 of the Exchange Act at the time any such delegated authority or
responsibility is exercised. Such other committee may consist of two or more
directors who may, but need not, be officers or employees of the Company or of
any of its Subsidiaries. To the extent that the Board has
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<PAGE>
delegated to such other committee the authority and responsibility of the
Committee pursuant to the foregoing, all references to the Committee in the Plan
shall be to such other committee.
3.2 Committee Powers. The Committee shall have all powers
necessary or desirable to administer the Plan. The express grant in this Plan of
any specific power to the Committee shall not be construed as limiting any power
or authority of the Committee. In addition to any other powers and, subject to
the provisions of the Plan, the Committee shall have the following specific
powers: (i) to determine the terms and conditions upon which the Awards may be
made and exercised; (ii) to determine all terms and provisions of each
Agreement, which need not be identical; (iii) to construe and interpret the
Agreements and the Plan; (iv) to establish, amend or waive rules or regulations
for the Plan's administration; (v) to accelerate the exercisability of any
Award, the end of a Performance Period or termination of any Period of
Restriction; and (vi) to make all other determinations and take all other
actions necessary or advisable for the administration of the Plan.
3.3 Selection of Participants. The Committee shall have the
authority to grant Awards under the Plan, from time to time, to such Eligible
Employees as may be selected by it; provided, however, that no Awards made to a
Participant subject to Section 16 of the Exchange Act shall be effective until
such Award has been approved by the Board or otherwise is determined by the
Committee to meet the requirements of Rule 16b-3, as amended (or any successor
or similar rule), under the Exchange Act ("Rule 16b-3"). Each Award shall be
evidenced by an Agreement.
3.4 Decisions Binding. All determinations and decisions made
by the Committee pursuant to the provisions of the Plan shall be final,
conclusive and binding.
3.5 Rule 16b-3 Requirements; Code Section 162(m). Notwithstanding
any other provision of the Plan, the Committee may impose such conditions on any
Award, and the Board may amend the Plan in any such respects, as they may
determine, on the advice of counsel, are necessary or desirable to satisfy the
provisions of Rule 16b-3. Any provision of the Plan to the contrary
notwithstanding, and except to the extent that the Committee determines
otherwise: (a) transactions by and with respect to officers and directors of the
Company who are subject to Section 16(b) of the Exchange Act (hereafter,
"Section 16 Persons") shall comply with any applicable conditions of Rule 16b-3;
(b) transactions with respect to persons whose remuneration is subject to the
provisions of Section 162(m) of the Code shall conform to the requirements of
Section 162(m)(4)(C) of the Code; and (c) every provision of the Plan shall be
administered, interpreted and construed to carry out the foregoing provisions of
this sentence. Notwithstanding any provision of the Plan to the contrary, the
Plan is intended to give the Committee the authority to grant Awards that
qualify as performance-based compensation under Code Section 162(m)(4)(C) as
well as Awards that do not so qualify. Every provision of the Plan shall be
administered, interpreted and construed to carry out such intention and any
provision that cannot be so administered, interpreted and construed shall to
that extent be disregarded; and any provision of the Plan that would prevent an
Award that the Committee intends to qualify as performance-based compensation
under Code Section 162(m)(4)(C) from so qualifying shall be administered,
interpreted and construed to carry out such intention and any provision that
cannot be so administered, interpreted and construed shall to that extent be
disregarded.
ARTICLE IV.
Stock Subject to the Plan
4.1 Number of Shares. Subject to adjustment as provided in
Section 4.3 herein, the maximum aggregate number of Shares that may be issued
pursuant to Awards made under the Plan shall not exceed 2,625,000. No more than
one-third of the aggregate number of such Shares shall be issued in connection
with Restricted Stock Awards, Performance Awards, or Other Stock Unit
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<PAGE>
Awards. Further, subject to Section 4.3, the maximum Award that may be made
under the Plan to any Participant in a consecutive twelve month period shall not
exceed 50,000 shares. Except as provided in Section 4.2 herein, the issuance of
Shares in connection with the exercise of, or as other payment for, Awards under
the Plan shall reduce the number of Shares available for future Awards under the
Plan.
4.2 Lapsed Awards or Forfeited Shares. If any Award granted under
this Plan terminates, expires or lapses for any reason other than by virtue of
exercise of the Award, or if Shares issued pursuant to Awards are forfeited, any
Stock subject to such Award again shall be available for the grant of an Award
under the Plan.
4.3 Capital Adjustments. If the outstanding Shares of the Company
are increased, decreased or exchanged, through merger, consolidation, sale of
all or substantially all of the property of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split or other
distribution in respect of such Shares, for a different number or kind of
Shares, or if additional Shares or new or different Shares are distributed in
respect of such Shares, an appropriate and proportionate adjustment shall be
made by the Committee, whose determination shall be binding on all persons. The
number and class of Shares subject to each outstanding Award, the Option Price
and the aggregate number and class of Shares for which Awards thereafter may be
made shall be subject to such adjustment. If the adjustment would produce
fractional Shares with respect to any then outstanding Awards, the Committee may
adjust appropriately the number of Shares covered by the outstanding Awards so
as to eliminate the fractional shares. Any adjustments to be made with respect
to Incentive Stock Options shall comply with sections 422 and 424 of the Code.
ARTICLE V.
Eligibility
All Eligible Employees of the Company and its Subsidiaries may
participate in the Plan. Directors of the Company who are not employees of the
Company or its Subsidiaries are not eligible to participate.
ARTICLE VI.
Stock Options
6.1 Grant of Options to Eligible Employees. Subject to the terms
and provisions of the Plan, Options may be granted to Eligible Employees at any
time and from time to time as shall be determined by the Committee. Subject to
Section 4.1 above, the Committee shall have complete discretion in determining
the number of Shares subject to Options granted to each Eligible Employee,
provided, however, that the aggregate Fair Market Value (determined at the time
the Award is made) of Shares with respect to which an Eligible Employee may
first exercise ISOs granted under the Plan during any calendar year may not
exceed $100,000 or such amount as shall be specified in Section 422 of the Code
and rules and regulations thereunder.
6.2 Option Agreement. Each Option grant shall be evidenced by
an Agreement that shall specify the type of Option granted, the Option Price (as
hereinafter defined), the duration of the Option, the number of Shares to which
the Option pertains, any conditions imposed upon the exercisability of Options
in the event of retirement, death, disability, or other termination of
employment, and such other provisions as the Committee shall determine. The
Agreement shall specify whether the Option is intended to be an Incentive Stock
Option within the meaning of Section 422 of the Code, or a Nonqualified Stock
Option not intended to be within the provisions of Section 422 of the Code.
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6.3 Option Price. The exercise price per share of Stock covered
by an Option ("Option Price") shall be determined by the Committee subject to
the following limitations. In the case of an ISO, the Option Price shall not be
less than 100% of the Fair Market Value of such Stock on the Grant Date or in
the case of any optionee who, at the time such Incentive Stock Option is
granted, owns stock possessing more than 10% of the total combined voting power
of all classes of stock of his employer corporation or of its parent or
subsidiary corporation, not less than 110% of the Fair Market Value of such
Stock on the date the Incentive Stock Option is granted. In the case of a NQSO,
the Option Price shall not be less than 100% of the Fair Market Value of the
Stock on the Grant Date. In no event shall the Option Price of any option be
less than the par value of the Stock.
6.4 Duration of Options. Each Option shall expire on the earliest
of (a) ten years from the date it is granted, (b) such date as the Company's
Board of Directors shall determine, (c) after the third month following the
optionee's ceasing to be employed continuously by the Company or its
Subsidiaries for any reason except (i) optionee's retirement at or after the
then normal retirement age or earlier if approved by the Committee or (ii)
optionee's disability, or (d) twelve months after the optionee dies; provided,
however, that no ISO shall be exercisable later than the tenth (10th)
anniversary date of its Award Date and no Incentive Stock Option which is
granted to any optionee who, at the time such Option is granted, owns Stock
possessing more than 10% of the total combined voting power of all classes of
stock of his employer corporation or of its parent or subsidiary corporation,
shall be exercisable after the expiration of five years from the date such
Option is granted.
6.5 Exercisability. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall determine, which need not be the same for all Participants.
No Option, however, shall be exercisable until the expiration of at least six
months after the Award Date, except that such limitation shall not apply in the
case of death or disability of the Participant, or as set forth in Article XI of
this Plan.
6.6 Method of Exercise. Options may be exercised by the delivery
of a written notice to the Company in the form prescribed by the Committee
setting forth the number of Shares with respect to which the Option is to be
exercised. The Option Price shall be payable to the Company in full by the
Participant who, if so provided in the Option Agreement, may: (i) deliver cash
in satisfaction of all or any part of the Option Price; (ii) deliver, or cause
to be withheld from the Option, Shares of Stock, valued at Fair Market Value on
the date of exercise, in satisfaction of all or any part of the Option Price; or
(iii) deliver a properly executed exercise notice together with irrevocable
instructions to a broker to sell immediately some or all of the Shares acquired
by exercise of the Option and to promptly deliver to the Company an amount of
the sale proceeds (and in lieu of or pending a sale, loan proceeds) sufficient
to pay the Option Price. For purposes of payment described in (iii) above, the
exercise shall be deemed to have occurred on the date the Company receives the
exercise notice, accompanied by the broker instructions.
6.7 Nontransferability of Options.
(a) Except as specifically provided in an Agreement pursuant to
subsection (b) of this Section or Section 15.2 below, no Options granted under
the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, otherwise than by will or by the laws of descent and distribution.
During the lifetime of a Participant to whom an Incentive Stock Option is
granted, the Incentive Stock Option may be exercised only by the Participant.
(b) In addition to nontransferable Options, the Committee may
grant Nonqualified Stock Options (with or without tandem SARs) that are
transferable during the lifetime of the
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Participant, provided that no consideration is paid for the transfer. The
transferee of an Option shall be subject to all restrictions applicable to the
Option prior to its transfer. The Agreement granting the Option shall set forth
the transfer conditions and restrictions. The Committee may impose on any
transferable Option and on Stock issued upon the exercise of an Option such
limitations and conditions as the Committee deems appropriate.
6.8 Contribution Limitations. No Participant shall make any
elective contribution or employee contribution to the Plan (within the meaning
of Treasury Regulation section 1.401(k)-l (d)(2)(iv)(B)(4)) during the balance
of the calendar year after the Participant's receipt of a hardship distribution
from a plan of the Company or a related party within the provisions of Code
sections 414(b), (c), (m) or (o) containing a cash or deferred arrangement under
section 401(k) of the Code, or during the following calendar year. The preceding
sentence shall not apply if and to the extent that the Committee determines it
is not necessary to qualify any such plan as a cash or deferred arrangement
under section 401(k) of the Code.
6.9 Shareholder Rights. No optionee shall have any rights as a
shareholder with respect to Shares subject to an Option until the date of
exercise of such Option.
ARTICLE VII.
Stock Appreciation Rights
7.1 Grant of Stock Appreciation Rights. Subject to the terms
and conditions of the Plan, Stock Appreciation Rights may be granted to
Participants, at the discretion of the Committee, in any of the following forms:
(a) In connection with the grant, and exercisable in lieu
of Options ("Tandem SARs");
(b) In connection with and exercisable in addition to the
grant of Options ("Additive SARs");
(c) Independent of the grant of Options ("Freestanding
SARs"); or
(d) In any combination of the foregoing.
7.2 Exercise of Tandem SARs. Tandem SARs may be exercised with
respect to all or part of the Shares subject to the Related Option. The exercise
of Tandem SARs shall cause a reduction in the number of Shares subject to the
Related Option equal to the number of Shares with respect to which the Tandem
SAR is exercised. Conversely, the exercise, in whole or part, of a Related
Option, shall cause a reduction in the number of Shares subject to the Tandem
Option equal to the number of Shares with respect to which the Related Option is
exercised. Shares with respect to which the Tandem SAR shall have been exercised
may not be subject again to an Award under the Plan.
Notwithstanding any other provision of the Plan to the contrary, a
Tandem SAR shall expire no later than the expiration of the Related Option,
shall be transferable only when and under the same conditions as the Related
Option and shall be exercisable only when the Related Option is eligible to be
exercised. In addition, if the Related Option is an ISO, a Tandem SAR shall be
exercised for no more than 100% of the difference between the Fair Market Value
of Shares subject to the Related Option at the time the Tandem SAR is exercised
and the Option Price of the Related Option.
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7.3 Exercise of Additive SARs. Additive SARs shall be deemed
to be exercised upon, and in addition to, the exercise of the Related Option.
The deemed exercise of Additive SARs shall not reduce the number of Shares with
respect to which the Related Option remains unexercised.
7.4 Exercise of Freestanding SARs. Freestanding SARs may be
exercised upon whatever terms and conditions the Committee, in its sole
discretion, imposes upon such SARs.
7.5 Other Conditions Applicable to SARs. No SAR granted under the
Plan shall be exercisable until the expiration of at least six months after the
Grant Date, except that such limitation shall not apply in the case of the death
or disability of the Participant, or as set forth in Article XI of this Plan. In
no event shall the term of any SAR granted under the Plan exceed ten years from
the Grant Date. A SAR may be exercised only when the Fair Market Value of a
Share exceeds either (a) the Fair Market Value per Share on the Grant Date in
the case of a Freestanding SAR or (b) the Option Price of the Related Option in
the case of either a Tandem or Additive SAR. A SAR shall be exercised by
delivery to the Committee of a notice of exercise in the form prescribed by the
Committee.
7.6 Payment Upon Exercise of SARs. Subject to the provisions of
the Agreement, upon the exercise of a SAR, the Participant is entitled to
receive, without any payment to the Company (other than required tax withholding
amounts), an amount equal to the product of multiplying (i) the number of shares
with respect to which the SAR is exercised by (ii) an amount equal to the excess
of (A) the Fair Market Value per Share on the date of exercise of the SAR over
(B) either (x) the Fair Market Value per Share on the Award Date in the case of
a Freestanding SAR or (y) the Option Price of the Related Option in the case of
either a Tandem or Additive SAR. Payment of the amount to which a Participant
shall be entitled upon the exercise of a SAR shall be made in Shares, valued at
the Fair Market Value on the date of exercise, in cash, or a combination thereof
as specified in the Agreement.
7.7 Nontransferability of SARs. Unless the Committee provides
otherwise pursuant to Section 6.7(b) above or 15.2 below, no SAR granted under
the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, otherwise than by will or by the laws of descent and distribution.
Further, all SARs granted to a Participant under the Plan shall be exercisable
during his lifetime only by such Participant or his guardian or legal
representative.
ARTICLE VIII.
Restricted Stock
8.1 Grant of Restricted Stock. Subject to the terms and
provisions of the Plan, the Committee, at any time and from time to time, may
grant shares of Restricted Stock under the Plan to such Participants and in such
amounts as it shall determine. Participants receiving Restricted Stock Awards
shall not be required to pay the Company therefor (except for applicable tax
withholding) other than the rendering of services and/or until other conditions
are satisfied as determined by the Committee in its sole discretion, unless
required by applicable law.
8.2 Restricted Stock Agreement. Each Restricted Stock grant shall
be evidenced by an Agreement that shall specify the Period of Restriction; the
conditions which must be satisfied prior to removal of the restriction; the
number of Restricted Stock shares granted; and such other provisions as the
Committee shall determine.
8.3 Transferability. Except as provided in this Article VIII and
subject to the limitation in the next sentence, the shares of Restricted Stock
granted hereunder may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until satisfaction of performance criteria as
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specified by the Committee in its sole discretion and set forth in the
Agreement, or upon termination of the applicable Period of Restriction. No
restriction shall be removed until the expiration of at least twelve months
after the Award Date, except that such limitation shall not apply in the case of
death or disability of the Participant, or as set forth in Article XI of this
Plan. All rights with respect to the Restricted Stock granted to a Participant
under the Plan shall be exercisable during his lifetime only by such Participant
or his guardian or legal representative.
8.4 Other Restrictions. The Committee hall impose such other
restrictions on any shares of Restricted Stock granted pursuant to the Plan as
it may deem advisable including, without limitation, restrictions under
applicable Federal or state securities laws, and may legend the certificates
representing Restricted Stock to give appropriate notice of such restrictions.
Alternatively, the Committee, in its sole discretion, may have shares of
Restricted Stock issued without legend and held by the Secretary until such time
all restrictions are satisfied.
8.5 Certificate Legend. In the event the Committee elects to
legend the certificates representing Restricted Stock, and in addition to any
legends placed on certificates pursuant to Section 8.4 herein, each certificate
representing shares of Restricted Stock granted pursuant to the Plan shall bear
the following legend:
The sale or other transfer of the shares of Stock represented by this
certificate, whether voluntary, involuntary, or by operation of law, is
subject to certain restrictions on transfer set forth in the 1995
Incentive Stock Plan of Central Fidelity Banks, Inc., in the rules and
administrative procedures adopted pursuant to such Plan, and in an
Agreement dated _________________. A copy of the Plan, such rules and
procedures, and such Restricted Stock Agreement may be obtained from
the Secretary of Central Fidelity Banks, Inc.
8.6 Removal of Restrictions. Except as otherwise provided in this
Article VIII, Shares of Restricted Stock covered by each Restricted Stock Award
made under the Plan shall become freely transferable by the Participant after
the last day of the Period of Restriction and/or upon the satisfaction of other
conditions as determined by the Committee in its sole discretion. Once the
Shares are released from the restrictions, the Participant shall be entitled to
have removed any legend that may have been placed on certificates pursuant to
Sections 8.4 and 8.5 herein.
8.7 Voting Rights. During the Period of Restriction, Participants
in whose name shares of Restricted Stock are granted hereunder may exercise full
voting rights with respect to those Shares.
8.8 Dividends and Other Distributions. During the Period of
Restriction, Participants in whose name shares of Restricted Stock are granted
hereunder shall be entitled to receive all dividends and other distributions
paid with respect to those Shares. If any such dividends or distributions are
paid in Shares, the Shares shall be subject to the same restrictions on
transferability as the shares of Restricted Stock with respect to which they
were distributed.
8.9 Termination of Employment Due to Retirement. Unless otherwise
provided in the Agreement, in the event that a Participant terminates his
employment with the Company or one of its Subsidiaries due to retirement defined
as the earlier of attaining age 65, or age 55 plus at least 10 years of service
with the Company and with the consent of the Company, any remaining Period of
Restriction applicable to the Restricted Stock shares pursuant to Section 8.3
herein shall automatically terminate and, except as otherwise provided in
Section 8.4 herein, the shares of Restricted Stock shall thereby be delivered to
such Participant free of restrictions.
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8.10 Termination of Employment due to Death or Disability. In the
event a Participant's employment is terminated because of death or disability
during the Period of Restriction, any remaining Period of Restriction applicable
to the Restricted Stock pursuant to Section 8.3 herein shall automatically
terminate and, except as otherwise provided in Section 8.4 herein, the shares of
Restricted Stock shall thereby be released and free of restrictions.
8.11 Termination of Employment for Other Reasons. Unless otherwise
provided in the Agreement, in the event that a Participant terminates his
employment with the Company for any reason other than for death, disability, or
retirement, as set forth in Section 8.9 and 8.10 herein, during the Period of
Restriction, then any shares of Restricted Stock still subject to restrictions
as of the date of such termination shall automatically be forfeited and, if held
by the Participant, returned to the Company.
ARTICLE IX.
Performance Awards
9.1 Grant of Performance Awards. Subject to the terms and
provisions of the Plan, Performance Awards in the form of either Performance
Units or Performance Shares may be granted to Participants at any time and from
time to time as shall be determined by the Committee. Subject to Section 4.1
above, the Committee shall have complete discretion in determining the number of
Performance Units or Performance Shares granted to each Participant; provided
that on each date that any cash is paid to any Participant pursuant to
Performance Units, the amount of cash shall be divided by the Fair Market Value
of a share of the Common Stock, and the result shall be deducted from the number
of shares that may be issued to such Participant under Section 4.1 above
pursuant to Awards made to such Participant in the 12-month period in which such
Performance Units were granted. Participants receiving Performance Awards shall
not be required to pay the Company therefor (except for applicable tax
withholding) unless required by applicable law.
9.2 Value of Performance Awards. The Committee shall determine
the number of Performance Units or Performance Shares granted to each
Participant as a Performance Award. The Committee shall set performance goals in
its discretion for each Participant who is granted a Performance Award. The
extent to which such performance goals are met will determine the value of the
Performance Unit or Performance Share to the Participant. Such performance goals
may be particular to a Participant, may relate to the performance of the
Subsidiary which employs him, may be based on the performance of the Company
generally, or a combination of the foregoing. The performance goals may be based
on achievement of balance sheet or income statement objectives, or any other
objectives established by the Committee. The performance goals may be absolute
in their terms or measured against or in relationship to other companies
comparably, similarly or otherwise situated. The Committee shall determine the
time period during which the performance goals must be met ("Performance
Period"), provided, however, that the Performance Period may not be less than
twelve months from the Award Date. The terms and conditions of each Performance
Award shall be set forth in an Agreement.
9.3 Settlement of Performance Awards. After a Performance Period
has ended, the holder of a Performance Unit or Performance Share shall be
entitled to receive the value thereof based on the degree to which the
performance goals established by the Committee and set forth in the Agreement
have been satisfied.
9.4 Form of Payment. Payment of the amount to which a Participant
shall be entitled upon the settlement of Performance Award shall be made in
cash, Stock, or a combination thereof as
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determined by the Committee. Payment may be made in a lump sum or installments
as prescribed by the Committee.
9.5 Nontransferabililty. Unless the Committee provides otherwise
pursuant to Section 15.2 below, no Performance Units or Performance Shares
granted under the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, otherwise than by will or by the laws of descent and
distribution. Subject to Section XI, all rights with respect to Performance
Units and Performance Shares granted to a Participant under the Plan shall not
be exercisable until the expiration of twelve months after the Award Date and
thereafter during his lifetime only by such Participant or his guardian or
personal representative.
ARTICLE X.
Other Stock Unit Awards
10.1 Grant. The Committee is authorized to grant to Participants,
either alone or in addition to other Awards made under the Plan, Other Stock
Unit Awards to be issued at such times, subject to or based upon achievement of
such performance or other goals and on such other terms and conditions as the
Committee shall deem appropriate and specify in the Agreement relating thereto,
which need not be the same with respect to each Participant. Stock or other
securities granted pursuant to Other Stock Unit Awards may be issued for no cash
consideration or for such minimum consideration as may be required by applicable
law.
10.2 Sale and Transferability. Stock or other securities issued
pursuant to Other Stock Unit Awards may not be sold by a Participant until the
expiration of at least twelve months from the Award Date, except that such
limitation shall not apply in the case of death or disability of a Participant,
or as set forth in Article XI of this Plan. To the extent Other Stock Unit
Awards are deemed to be derivative securities within the meaning of Rule 16b-3
under the Exchange Act, a Participant's rights with respect to such Awards shall
not vest or be exercisable until the expiration of at least twelve months from
the Award Date. To the extent an Other Stock Unit Award granted under the Plan
is deemed to be a derivative security within the meaning of Rule 16b-3 of the
Exchange Act, it may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, otherwise than by will or by the laws of descent and
distribution, unless the Committee provides otherwise pursuant to Section 15.2
below. All rights with respect to such Other Stock Unit Awards granted to a
Participant under the Plan shall be exercisable during his lifetime only by such
Participant or his guardian or personal representative.
ARTICLE XI.
Changes In Control
In the event of a Change in Control of the Company, the Committee may,
in its complete discretion, cause: (i) each Option then outstanding under the
Plan to become fully exercisable and remain so for the duration of the Option as
specified in the Agreement; (ii) all restrictions or conditions related to
grants of Restricted Stock to be deemed immediately and fully satisfied and all
certificates representing such Shares of Restricted Stock to be released or have
any legend removed by the Secretary, and it thereby become freely transferable;
and (iii) the acceleration or release of any or all restrictions or conditions
related to an Award, in such a manner, in the case of Section 16 Persons, as to
conform to the provisions of Rule 16b-3.
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ARTICLE XII.
Amendment, Modification, and Termination of the Plan
12.1 Amendment, Modification, and Termination. At any time and
from time to time, the Board may terminate, amend or modify the Plan. The Board
is specifically authorized to amend the Plan and take such other action as it
deems necessary or appropriate to comply with Code Section 162(m) and
regulations issued thereunder. Any amendment or modification of the Plan may be
without shareholder approval except to the extent that such approval is required
by the Code, pursuant to the rules under Section 16 of the Exchange Act, by any
national securities exchange or system on which the Stock is then listed or
reported, by any regulatory body having jurisdiction with respect thereto or
under any other applicable laws, rules or regulations.
12.2 Awards Previously Granted. No termination, amendment or
modification of the Plan, other than pursuant to Section 4.3 herein, shall in
any manner adversely affect any Award theretofore granted under the Plan,
without the written consent of the Participant.
ARTICLE XIII.
Withholding
13.1 Tax Withholding. The Company shall have the power and the
right to deduct or withhold, or require a Participant to remit to the Company,
an amount sufficient to satisfy Federal, State, and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any grant, exercise or payment under or as a result of this Plan.
13.2 Stock Withholding. To the extent the Code requires
withholding upon the exercise of Nonqualified Stock Options, or upon the lapse
of restrictions on Restricted Stock, or upon the occurrence of any other similar
taxable event, the Committee may permit or require, subject to any rules it
deems appropriate, the withholding requirement, to be satisfied, in whole or in
part, with or without the consent of the Participant, by having the Company
withhold Shares of Stock having a Fair Market Value equal to the amount required
to be withheld. The value of the Shares to be withheld shall be based on Fair
Market Value of the Shares on the date that the amount of tax to be withheld is
to be determined.
ARTICLE XIV.
Successors
All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding upon any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company.
ARTICLE XV.
General
15.1 Requirements of Law. The granting of Awards and the issuance
of shares of Stock under this Plan shall be subject to all applicable laws,
rules and regulations, and to such approvals by any governmental agencies as may
be required. No shares of Stock shall be issued or transferred pursuant to this
Plan unless and until all legal requirements applicable to such issuance or
transfer have, in the opinion of counsel to the Company, been complied with. In
connection with any such issuance or transfer, the person acquiring the Shares
shall, if requested by the Company, give assurances
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satisfactory to counsel to the Company in respect to such matters as the Company
may deem desirable to assure compliance with all applicable legal requirements.
15.2 Effect of Plan. The establishment of the Plan shall not
confer upon any Participant any legal or equitable right against the Company, a
Subsidiary or the Committee, except as expressly provided in the Plan. The Plan
does not constitute an inducement or consideration for the employment of any
Participant, nor is it a contract between the Company or any of its Subsidiaries
and any Participant. Participation in the Plan shall not give any Participant
any right to be retained in the service of the Company or any of its
Subsidiaries. No Award and no right under the Plan, contingent or otherwise,
shall be assignable or subject to any encumbrance, pledge or charge of any
nature except that, under such rules and regulations as the Committee may
establish pursuant to the terms of the Plan, a beneficiary may be designated in
respect to the Award in the event of the death of the holder of the Award and
except, also, that if the beneficiary shall be the executor or administrator of
the estate of the holder of the Award, any rights in respect to such Award may
be transferred to the person or persons or entity (including a trust) entitled
thereto under the will of the holder of such Award or under the laws relating to
descent and distribution.
15.3 Creditors. The interests of any Participant under the Plan
or any Agreement are not subject to the claims of creditors and may not, in any
way, be assigned, alienated or encumbered.
15.4 Governing Law. The Plan, and all Agreements hereunder, shall
be governed by, and construed and administered in accordance with, the laws of
the Commonwealth of Virginia. It is the intention of the Company that ISOs
granted under the Plan qualify as such under Section 422 of the Code.
15.5 Severability. In the event any provision of the Plan or any
Agreement shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Plan or Agreement, and
the Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.
