Registration No. 33-_____
As filed with the Securities and Exchange Commission on June 30, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
JEFFERSON BANKSHARES, INC.
Virginia 54-1104491
(State of Incorporation) (IRS Employer
Identification Number)
123 East Main Street
Post Office Box 711
Charlottesville, Virginia 22902
Jefferson Bankshares, Inc.
1995 Long Term Incentive Stock Plan
Robert E. Stroud
418 East Jefferson Street
Post Office Box 1288
Charlottesville, Virginia 22902
(804) 977-2500
(Agent for Service of Process)
Calculation of Registration Fee
Title of each Proposed Proposed
class of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering Registration
registered registered per unit * price * Fee
Common Stock 750,000 $21.00 $15,750,000 $5,431.03
$2.50 par value shares
_______________
* Determined under Rule 457(h)(1) based upon the average of the high and low
sales price on June 27, 1995, solely for the purpose of calculating the
registration fee.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
Jefferson Bankshares, Inc. ("Jefferson") hereby incorporates by
reference into this Registration Statement the documents listed below which
have been filed with the Securities and Exchange Commission.
(a) Jefferson's Annual Report on Form 10-K (File No. 0-9101) for the
fiscal year ended December 31, 1994.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Annual Report referred to in (a) above, including
Jefferson's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.
(c) The description of Jefferson's Common Stock appearing in its Form
8-K dated January 4, 1980, as amended by Form 8-K/A dated October
20, 1994 (File No. 0-9101).
All documents subsequently filed by Jefferson pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates all securities have
been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference into this registration
statement and to be part hereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers
Article VII of Jefferson's Articles of Incorporation and Article 10
(Section 13.1-696, et seq.) of the Virginia Stock Corporation Act authorize
indemnification of directors, officers, employees and agents of Jefferson
(except when any such person has been adjudged liable because of willful
misconduct, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office); allow advances of the costs of
defending against litigation; and permit the purchase of insurance on behalf
of directors, officers, employees and agents against liabilities whether or
not in the circumstances Jefferson would have the power to indemnify against
such liabilities under the provisions of the articles or the statute.
Jefferson maintains a policy of directors and officers liability insurance
which provides for the indemnification of directors and officers under certain
circumstances.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1993;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to
the Commission by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controller person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Charlottesville, State of Virginia,
on June 30, 1995.
JEFFERSON BANKSHARES, INC.
By: O. Kenton McCartney
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
DATE SIGNATURES CAPACITY
June 30, 1995 O. Kenton McCartney President,
Chief Executive Officer,
and Director
June 30, 1995 Allen T. Nelson, Jr. Senior Vice President,
Chief Financial Officer,
and Treasurer
June 30, 1995 Hovey S. Dabney Chairman of the Board
June 30, 1995 John T. Casteen, III* Director
June 30, 1995 Lawrence S. Eagleburger* Director
June 30, 1995 Hunter Faulconer* Director
June 30, 1995 Fred L. Glaize, III* Director
June 30, 1995 Henry H. Harrell* Director
June 30, 1995 Alex J. Kay, Jr.* Director
June 30, 1995 J. A. Kessler, Jr.* Director
June 30, 1995 W. A. Rinehart, III* Director
June 30, 1995 Gilbert M. Rosenthal* Director
June 30, 1995 Alson H. Smith, Jr.* Director
June 30, 1995 Lee C. Tait* Director
June 30, 1995 H. A. Williamson* Director
*By: William M. Watson, Jr.,
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Page
4 (a) Articles of Incorporation of Jefferson Bankshares,
incorporated by reference to Jefferson Bankshares'
Annual Report on Form 10-K for the year ended December
31, 1984.
4 (b) Articles of Amendment to Articles of Incorporation dated
May 7, 1987, incorporated by reference to Jefferson
Bankshares' report on Form 10-Q for the quarter ended
June 30, 1987.
4 (c) Articles of Amendment to Articles of Incorporation
dated March 23, 1993, incorporated by reference to
Jefferson Bankshares' report on Form 10-Q for the quarter
ended June 30, 1993.
5 Opinion of McGuire, Woods, Battle & Boothe, L.L.P.
15 Not Applicable
23* Consent of KPMG Peat Marwick LLP
24 Power of Attorney
27 Not Applicable
28 Not Applicable
99 (a) Jefferson Bankshares, Inc. 1995 Long Term Incentive Stock Plan
99 (b) Amendment to Jefferson Bankshares 1995 Long Term Incentive
Stock Plan
* The consent of McGuire, Woods, Battle & Boothe, L.L.P. is contained
in their opinion included as Exhibit 5 hereto.
Exhibit 5
McGuire, Woods,
Battle & Boothe, L.L.P.
One James Center
Richmond, VA 23219
June 30, 1995
Jefferson Bankshares, Inc.
123 E. Main Street
P. O. Box 711
Charlottesville, Virginia 22902
Ladies and Gentlemen:
We have acted as counsel for Jefferson Bankshares, Inc., a Virginia
corporation ("Jefferson"), in connection with and have participated in the
preparation of the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Jefferson with the Securities and Exchange
Commission (the "SEC") with respect to Seven Hundred Fifty Thousand (750,000)
shares of common stock, par value $2.50 per share (the "Common Stock"), of
Jefferson to be offered and sold in connection with the 1995 Long Term
Incentive Stock Plan (the "Plan").
We have reviewed the Registration Statement, the Articles of
Incorporation and Bylaws of Jefferson, the Plan and such other documents,
instruments and records as we have deemed necessary and advisable for purposes
of this opinion. In rendering this opinion, we have relied upon certificates
of public officials and officers of Jefferson.
Based on the foregoing, we are of the opinion that the shares of Common
Stock to be issued in connection with the Plan have been duly authorized and,
when such shares are issued and sold upon the terms set forth in the Plan,
will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the SEC as an
exhibit to the Registration Statement.
Very truly yours,
McGuire, Woods, Battle & Boothe, L.L.P.
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Jefferson Bankshares, Inc.
We consent to the use of our report incorporated herein by reference in the
prospectus. Our report refers to the adoption of the Financial Accounting
Standards Board's Statements of Financial Accounting Standards No. 109,
Accounting for Income Taxes, in 1993 and No. 115 Accounting for Certain
Investments in Debt and Equity Securities in 1994.
KPMG Peat Marwick LLP
Richmond, Virginia
June 30, 1995
<PAGE>
Exhibit 24
POWER OF ATTORNEY
FORM S-8
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned Directors of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute and
appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act alone, our true and
lawful attorneys-in-fact and agents, for us on our behalf and in our name,
place and stead, in any and all capacities, to execute and file any and all
documents and instruments relating to the registration and issuance of shares
of the common stock of Jefferson Bankshares, Inc. to be issued pursuant to its
1995 Long Term Incentive Stock Plan, including, but not limited to, a
registration statement on Form S-8 to be filed with the Securities and
Exchange Commission and any and all amendments thereto, and such statements or
applications to the regulatory authorities of any state in the United States
as may be necessary to permit said shares to be issued pursuant to said Plan,
and any and all other documents requisite to be filed with respect thereto
with any regulatory authority, granting unto said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
necessary to be done in order to effectuate the same.
Dated: June 27, 1995
John T. Casteen, III (Seal) J. A. Kessler, Jr. (Seal)
Lawrence S. Eagleburger (Seal) W. A. Rinehart, III (Seal)
Hunter Faulconer (Seal) Gilbert M. Rosenthal (Seal)
Fred L. Glaize, III (Seal) Alson H. Smith, Jr. (Seal)
Henry H. Harrell (Seal) Lee C. Tait (Seal)
Alex J. Kay, Jr. (Seal) H. A. Williamson, Jr. (Seal)
<PAGE>
Exhibit 99(a)
JEFFERSON BANKSHARES, INC.
1995 LONG TERM INCENTIVE STOCK PLAN
ARTICLE I.
ESTABLISHMENT, PURPOSE, AND DURATION
1.1 Establishment of the Plan. Jefferson Bankshares, Inc.
(hereinafter referred to as the "Corporation"), a Virginia corporation,
hereby establishes an incentive compensation plan to be known as the
"1995 Long Term Incentive Stock 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 December 13,
1994, and shall become effective as of January 1, 1995 (the "Effective
Date"), subject to the approval by vote of shareholders of the
Corporation 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 purpose of the Plan is to promote
the success of the Corporation and its Subsidiaries by providing
incentives to Key Employees that will promote the identification of
their personal interest with the long-term financial success of the
Corporation and with growth in shareholder value. The Plan is designed
to provide flexibility to the Corporation in its ability to motivate,
attract, and retain the services of Key Employees upon whose judgment,
interest, and special effort the successful conduct of the Corporation'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 12 herein, until December 31, 2004,
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 Securities Exchange Act of 1934, as amended
(the "Exchange Act").
(b) "Agreement" means a written agreement implementing the
grant of each Award signed by an authorized officer of the Corporation
and by the Participant.
(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 Corporation.
(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) The acquisition, other than from the Corporation,
by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
20% or more of either the then outstanding shares of common stock of the
Corporation or the combined voting power of the then outstanding voting
securities of the Corporation entitled to vote generally in the election
of directors, but excluding for this purpose, any such acquisition by
the Corporation or any of its subsidiaries, or any employee benefit plan
(or related trust) of the Corporation or its subsidiaries, or any
corporation with respect to which, following such acquisition, more than
50% of, respectively, the then outstanding shares of common stock of
such corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the
election of directors is then beneficially owned, directly or
indirectly, by the individuals and entities who were the beneficial
owners, respectively, of the common stock and voting securities of the
Corporation immediately prior to such acquisition in substantially the
same proportion as their ownership, immediately prior to such
acquisition, of the then outstanding shares of common stock of the
Corporation or the combined voting power of the then outstanding voting
securities of the Corporation entitled to vote generally in the election
of directors, as the case may be; or
(ii) Individuals who, as of the date hereof,
constitute the Board (as of the date hereof the "Incumbent Board") cease
for any reason to constitute at least a majority of the Board, provided
that any individual becoming a director subsequent to the date hereof
whose election or nomination for election by the Corporation's
shareholders was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office is in connection with an actual or threatened
election contest relating to the election of the Directors of the
Corporation; or
(iii) Approval by the shareholders of the Corporation
of a reorganization, merger or consolidation, in each case, with respect
to which the individuals and entities who were the respective beneficial
owners of the common stock and voting securities of the Company
immediately prior to such reorganization, merger or consolidation do
not, following such reorganization, merger or consolidation,
beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled
to vote generally in the election of directors, as the case may be, of
the corporation resulting from such reorganization, merger or
consolidation, or a complete liquidation or dissolution of the
Corporation or of its sale or other disposition of all or substantially
all of the assets of the Corporation.
(h) "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
(i) "Committee" means the Committee appointed by the Board
to administer the Plan.
(j) "Corporation" means Jefferson Bankshares, Inc.
including all Affiliates and Subsidiaries, or any successor thereto as
provided in Article 14 herein.
(k) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(l) "Fair Market Value" on a particular date means as
follows:
(i) If the Common Stock is listed or admitted to
trading on such date on the New York Stock Exchange, the mean between
the high and low sales price of a share of Common Stock in consolidated
trading as reported for such date in the Wall Street Journal--New York
Stock Exchange Composite Transactions; or
(ii) If the Common Stock is not listed or admitted to
trading on the New York Stock Exchange but is listed or admitted to
trading on another national exchange, the mean between the high and low
sales price of a share of Common 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 exchange; or
(iii) If the Common Stock is not listed or admitted
to trading on any national exchange, the mean between the high and low
sales price of a share of Common Stock as reported for such date in the
Wall Street Journal with regard to NASDAQ issues or, if the Common Stock
is publicly traded on such date but NASDAQ prices are not quoted for
such date in the Wall Street Journal, the mean of the closing bid and
asked prices of a share of Common Stock on such date as furnished by a
professional market maker making a market in the Common Stock; or
(iv) If in (i), (ii) or (iii) 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 a sales was 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.
(m) "Incentive Stock Option" or "ISO" means an option to
purchase Stock, granted under Article 6 herein, which is designated as
an incentive stock option and is intended to meet the requirements of
Section 422 of the Code.
(n) "Key Employee" means an officer or other key employee
of the Corporation or its Subsidiaries, who, in the opinion of the
Committee, can contribute significantly to the growth and profitability
of, or perform services of major importance to, the Corporation and its
Subsidiaries. Key Employee does not include directors of the
Corporation who are not also employees of the Corporation or its
Subsidiaries.
(o) "Nonqualified Stock Option" or "NQSO" means an option
to purchase Stock, granted under Article 6 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 Corporation.
(r) "Participant" means a Key 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.
(t) "Performance Share" means an Award, designated as a
Performance Share, granted to a Participant pursuant to Article 9
herein, the value of which is determined by the Fair Market Value of the
Corporation's 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 9 herein,
the value of which is determined, in whole or in part, by the attainment
of preestablished goals relating to Corporation 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 8 herein.
(w) "Person" shall have the meaning ascribed 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 Jefferson Bankshares, Inc. 1995 Long
Term Incentive Stock 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 8 herein.
(aa) "Rule 16b-3" means Rule 16b-3 adopted pursuant to
Section 16(b) of the Exchange Act. A reference in the Plan to Rule 16b-
3 shall include a reference to any corresponding rule (or number
redesignation) of any amendments to Rule 16b-3 adopted after the
effective date of the Plan's adoption.
(bb) "Secretary" means the officer designated as the
Secretary of the Corporation.
(cc) "Stock" or "Shares" or "Common Stock" means the
common stock of the Corporation.
(dd) "Stock Appreciation Right" or "SAR" means an Award,
designated as a Stock Appreciation Right, granted to a participant
pursuant to Article 7 herein.
(ee) "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 The Committee
(a) The Plan shall be administered by a Committee, which
shall be appointed by the Board, consisting of not less than two members
of the Board. Subject to the provisions of paragraph (b) below, the
Committee shall be the Executive Compensation Committee unless the Board
shall appoint another Committee to administer the Plan.
(b) No person shall be appointed to or serve as a member
of the Committee unless at the time of such appointment and service,
such person shall be a "disinterested person," as defined in Rule 16b-3.
Insofar as the Plan applies to or effects any executive officer of the
Corporation (within the meaning of Item 402 of SEC Regulation S-K or any
successor provision), the Plan shall be administered solely by "outside
directors" within the meaning of Code Section 162(m)(4)(C)(i).
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;
(vi) to amend the terms of previously granted Awards so long as the
terms as amended are consistent with the terms of the Plan and provided
that the consent of the Participant is obtained with respect to any
amendment that would be detrimental to the Participant, except that such
consent will not be required if such amendment is for the purpose of
complying with Rule 16b-3 or any requirement of the Code applicable to
the award; and (vii) 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 Key
Employees as may be selected by it. 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).
Any provision of the Plan to the contrary notwithstanding: (a) the
Committee may impose such conditions on any Award, and the Board may
amend the Plan in any such respects, as the Committee and the Board,
respectively, may determine, on the advice of counsel, are necessary or
desirable to satisfy the provisions of Rule 16b-3; (b) transactions by
and with respect to officers and directors of the Corporation 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
unless the Committee determines otherwise; (c) 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 unless the Committee determines otherwise; (d)
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; and (e) any
provision of the Plan that would prevent the Committee from exercising
the authority referred to in clause (d) above or 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 the Committee's
intention and any provision that cannot be so administered, interpreted
and construed shall to that extent be disregarded.
3.6 Indemnification of Committee. In addition to such other
rights of indemnification as they may have as directors or as members of
the Committee, the members of the Committee shall be indemnified by the
Corporation against reasonable expenses, including attorneys' fees,
actually and reasonably incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken
or failure to act under or in connection with the Plan or any Award
granted or made hereunder, and against all amounts reasonably paid by
them in settlement thereof or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, if such members acted in good
faith and in a manner which they believed to be in, and not opposed to,
the best interests of the Corporation and its Subsidiaries.
ARTICLE IV.
STOCK SUBJECT TO THE PLAN
4.1 Number of Shares. Subject to adjustment as provided in
Section 4.4 herein, the maximum aggregate number of Shares that may be
issued pursuant to Awards made under the Plan shall not exceed 750,000.
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 Awards. Further, subject to Section 4.4, the
maximum number of shares that may be issued pursuant to Awards made
under the Plan to any Participant in a consecutive twelve month period
shall not exceed 75,000. Except as provided in Sections 4.2 and 4.3
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; provided that any
such Stock shall be available for the grant of an Award to a Section 16
Person only if the forfeiting employee received no benefits of ownership
such as dividends (but excluding voting rights) from the Stock or Rule
16b-3 would in the opinion of the Committee otherwise be satisfied.
4.3 Delivery of Shares as Payment. In the event a Participant
pays the Option Price for Shares pursuant to the exercise of an Option
with previously acquired Shares, the number of Shares available for
future Awards under the Plan shall be reduced only by the net number of
new Shares issued upon the exercise of the Option; provided that the
number of Shares available for future Awards to Section 16 Persons under
the Plan shall be reduced only by the net number of new Shares issued
upon the exercise of the Option only if Rule 16b-3 would in the opinion
of the Committee be satisfied.
4.4 Capital Adjustments. If the outstanding Shares of the
Corporation are increased, decreased or exchanged, through merger,
consolidation, sale of all or substantially all of the property of the
Corporation, 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
Persons eligible to participate in the Plan include all employees
of the Corporation and its Subsidiaries who, in the opinion of the
Committee, are Key Employees. Key Employees may not include Directors
of the Corporation who are not employees of the Corporation or its
Subsidiaries.
ARTICLE VI.
STOCK OPTIONS
6.1 Grant of Options to Key Employees. Subject to the terms
and provisions of the Plan, Options may be granted to Key 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 Key Employee, provided, however, that the aggregate Fair
Market Value (determined at the time the Award is made) of Shares with
respect to which a Key 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.
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 85% 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 at such time
as the Committee shall determine at the time of grant provided, however,
that no Option 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 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.
6.6 Method of Exercise. Options may be exercised by the
delivery of a written notice to the Corporation 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 Corporation 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 deliver promptly to
the Corporation 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 Corporation receives the
exercise notice, accompanied by the broker instructions.
6.7 Nontransferability of Options.
(a) Except as specifically provided in the Agreement
pursuant to subsection (b) 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) The Committee may grant Nonqualified Stock Options
(with or without tandem SARs) that are transferable during the lifetime
of the Participant, provided that (i) no consideration is paid for the
transfer and (ii) no Options granted to persons subject to Section 16 of
the Exchange Act may be transferable unless and except to the extent
such transferability would not result in the loss of any Rule 16b-3
exemptions for nontransferable Options granted or to be granted under
the Plan. 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.
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 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.
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 twelve
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 Corporation (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 to the Participant shall be made in Shares, valued
at the Fair Market Value of the date of exercise, in cash if the
Participant has so elected in his written notice of exercise, or a
combination thereof. To the extent required to satisfy the conditions
of Rule 16b-3(e) under the Exchange Act, or any successor or similar
rule, or as otherwise provided in the Agreement, the Committee shall
have the sole discretion to consent to or disapprove the election of any
Participant to receive cash in full or partial settlement of an SAR. In
cases where an election of settlement in cash must be consented to by
the Committee, the Committee may consent to, or disapprove, such
election at any time after such election, or within such period for
taking action as is specified in the election, and failure to give
consent shall be disapproval. Consent may be given in whole or as to a
portion of the SAR surrendered by the Participant. If the election to
receive cash is disapproved in whole or in part, the SAR shall be deemed
to have been exercised for Shares, or, if so specified in the notice of
exercise and election, not to have been exercised to the extent the
election to receive cash is disapproved.
7.7 Nontransferability of SARs.
(a) Except as specifically provided in the Agreement
pursuant to subsection (b) below or Section 15.2, no SARs 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.
(b) The Committee may grant SARs that are transferable
during the lifetime of the Participant provided that (i) no
consideration is paid for the transfer, (ii) no SAR granted to persons
subject to Section 16 of the Exchange Act may be transferable unless and
except to the extent such transferability would not result in the loss
of any Rule 16b-3 exemptions for nontransferable SARs granted or to be
granted under the Plan, and (iii) if the SARs are Tandem SARs or
Additive SARs, the Related Option is transferable.
The transferee of an SAR shall be subject to all restrictions
applicable to the SAR prior to its transfer. The Agreement granting the
SAR shall set forth the transfer conditions and restrictions. The
Committee may impose on any transferable SAR such limitations and
conditions as the Committee deems appropriate.
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
Corporation 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 8 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 the termination of the
applicable Period of Restriction or upon earlier satisfaction of other
conditions as specified by the Committee in its sole discretion and set
forth in the Agreement. 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 shall 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 Long Term Incentive Stock Plan of
Jefferson Bankshares, 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 Jefferson Bankshares, Inc."
8.6 Removal of Restrictions. Except as otherwise provided in
this Article 8, 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 Corporation or one of its
Subsidiaries due to retirement defined as the earlier of attaining age
65, or age 55 plus at least 15 continuous years of service with the
Corporation and with the consent of the Corporation, 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.
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 Corporation 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 Corporation.
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 Corpo-
ration 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 Corporation
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 determined by
the Committee. Payment may be made in a lump sum or installments as
prescribed by the Committee.
9.5 Nontransferability. 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 11, 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.
CHANGE IN CONTROL
In the event of a Change in Control of the Corporation, 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 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.
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. Such amendment or
modification 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 4.4 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 Corporation shall have the power and
the right to deduct or withhold, or require a Participant to remit to
the Corporation, 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 Corporation 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 Corporation under the Plan, with respect to
Awards granted hereunder, shall be binding on any successor to the
Corporation, 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 Corporation.
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 Corporation, been complied with. In
connection with any such issuance or transfer, the person acquiring the
Shares shall, if requested by the Corporation, give assurances
satisfactory to counsel to the Corporation in respect to such matters as
the Corporation 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
Corporation, 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 Corporation 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 Corporation 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 Distributions. No Participant may exercise an Award or
engage in any other transaction with respect to an Award or the Plan
during the balance of the calendar year after the Participant receives a
hardship distribution from a plan of the Corporation 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, if such exercise or other
transaction would constitute an elective contribution or employee
contribution to the Plan within the meaning of Treasury Regulation
section 1.401(k)-1(d)(2)(iv)(B)(4). 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.
15.4 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.
15.5 Governing Law. The Plan, and all Agreements hereunder,
shall be governed, construed, and administered in accordance with and
governed by the laws of the Commonwealth of Virginia and the intention
of the Corporation is that ISOs granted under the Plan qualify as such
under Section 422 of the Code.
15.6 Severability. In the event any provision of the Plan
shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Plan, and the
Plan shall be construed and enforced as if the illegal or invalid
provision had not been included.
<PAGE>
Exhibit 99(b)
AMENDMENT TO
JEFFERSON BANKSHARES, INC.
1995 LONG TERM INCENTIVE STOCK PLAN
The Jefferson Bankshares, Inc. 1995 Long Term Incentive
Stock Plan (the "Plan") is hereby amended as follows:
1. Section 4.1 of Article IV is amended to provide as
follows:
4.1 Number of Shares and Limitation on Certain Grants.
Subject to adjustment as provided in Section 4.4 herein:
(a) The maximum aggregate number of Shares that
may be issued pursuant to Awards made under the Plan
shall not exceed 750,000. No more than one-third of
the aggregate number of such Shares shall be issued in
connection with Restricted Stock Awards or Other Stock
Unit Awards and the maximum number of shares that may
be issued pursuant to Awards made under the Plan to any
Participant in a consecutive twelve month period shall
not exceed 75,000.
(b) The maximum number of Shares with respect to
which Incentive Stock Options, Nonqualified Stock
Options, Stock Appreciation Rights or other Awards
denominated in Shares may be granted in any calendar
year to a Participant in the Plan is 75,000.
(c) Except as provided in Section 4.2 and 4.3
herein, the issuance of Shares in connection with the
exercise of grants or as payment for Awards under the
Plan shall reduce the number of Shares available for
future grants or Awards under the Plan.
2. Section 6.6.(ii) of Article VI is amended to provide as
follows:
(ii) deliver Shares of Stock that the participant has
owned for at least six months (valued at Fair Market Value
on the date of exercise), or cause to be withheld from the
Option, Shares of Stock (valued at their Fair Market Value
on the date of exercise) in satisfaction of all or any part
of the Option Price.
3. Article IX is deleted and not replaced and references
in the Plan to Performance Shares and Performance Units are
hereby deleted.
4. The term "other securities" as used in Section 2.1(q)
of Article II, Article X, and elsewhere in the Plan is hereby
deleted.
5. Section 13.2 of Article XII is amended to provide as
follows:
13.2 Stock Withholding or Delivery. As an alternative
to making a cash payment to the Corporation to satisfy tax
withholding obligations, the Committee may establish
procedures permitting the Participant to elect to (i)
deliver shares of Shares of Stock owned by the Participant
for at least six months (valued at their Fair Market Value
on the date of delivery), or (ii) have the Corporation
retain that number of Shares of Stock (valued at their Fair
Market Value as of the date specified in the Committee's
procedures) that would satisfy all or a specified portion of
the Participant's federal, state and local tax withholding
liabilities arising with respect to the Award in the year it
becomes subject to tax. Any such election shall be made
only in accordance with procedures established by the
Committee.
This Amendment adopted June 27, 1995 is effective as though
originally incorporated in the Plan document as approved by the
Board of Directors and Jefferson Bankshares shareholders.
JEFFERSON BANKSHARES, INC.
By: /s/ O. Kenton McCartney
President and
Chief Executive Officer
