As filed with the Securities and Exchange Commission on
November 21, 1997.
Registration Statement No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
CFW COMMUNICATIONS COMPANY
(Exact name of Registrant as specified in its Charter)
Virginia 54-1443350
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
CFW Communications Company
P.O. Box 1990
Waynesboro, Virginia 22980
(Address of principal executive office, including zip code)
CFW COMMUNICATIONS COMPANY
1997 STOCK COMPENSATION PLAN
(Full title of the Plan)
______________________
James S. Quarforth
CFW Communications Company
P.O. Box 1990
Waynesboro, Virginia 22980
(703) 946-3500
(Name, address, including zip code, and telephone number
including area code, of agent for service)
With copies to:
David M. Carter, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
(804) 788-8200
____________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price fee
Common Stock, 950,000 $21.75 $20,662,500 $6,095.44
no par value
(1) Calculated pursuant to Rule 457(c) on the basis of
$21.75 per share, which was the average of the high and low
prices of the Common Stock as quoted on the Nasdaq National
Market on November 20, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and
Exchange Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual
Information.
Not required to be filed with the Commission.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed with the Commission
pursuant to the Exchange Act, are incorporated by reference in
this Prospectus:
1. The Company's Annual Report on Form 10-K for the
year ended December 31, 1996.
2. The Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1997, June 30, 1997
and September 30, 1997.
3. The description of common stock, no par value,
contained in the Company's Registration
Statement under the Exchange Act, including any
amendment or report filed to update the
description.
In addition, all documents filed by the Company pursuant
to Section 13(a) and 13(c) of the Exchange Act after the date of
the Prospectus and prior to the termination of the offering of
shares of the Company's Common Stock pursuant to the CFW
Communications Company 1997 Stock Compensation Plan (the "Plan"),
any definitive proxy or information statement filed pursuant to
Section 14 of the Exchange Act in connection with any subsequent
meeting of shareholders and any reports filed pursuant to Section
15(d) of the Exchange Act prior to any such termination of the
offering of shares, shall be deemed to be incorporated by
reference in the Prospectus and to be a part hereof from the date
of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of the Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is or is deemed
to be incorporated by reference herein modifies or supersedes
such earlier statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act permits, and the
registrant's Bylaws require, indemnification of the registrant's
directors and officers in a variety of circumstances, which may
include indemnification for liabilities under the Securities Act.
Under Sections 13.1-697 and 13.1-702 of the Virginia Stock
Corporation Act, a Virginia corporation generally is authorized
to indemnify its directors and officers in civil or criminal
actions if they acted in good faith and believed their conduct to
be in the best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that the
conduct was unlawful. The registrant's Bylaws require
indemnification of directors and officers with respect to certain
liabilities, expenses and other amounts imposed upon them by
reason of having been a director or officer, except in the case
of willful misconduct or a knowing violation of criminal law. In
addition, the registrant carries insurance on behalf of
directors, officers, employees or agents that may cover
liabilities under the Securities Act. The registrant's Bylaws
also provide that, to the full extent the Virginia Stock
Corporation Act (as it presently exists or may hereafter be
amended) permits the limitation or elimination of the liability
of directors and officers, no director or officer of the
registrant shall be liable to the registrant or its shareholders
for monetary damages with respect to any transaction, occurrence
or course of conduct. Section 13.1-692.1 of the Virginia Stock
Corporation Act presently permits the elimination of liability of
directors and officers in any proceeding brought by or in the
right of the registrant or brought by or on behalf of
stockholders of the registrant, except for liability resulting
from such person's having engaged in willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law, including, without limitation, any unlawful
insider trading or manipulation of the market for any security.
Sections 13.1-692.1 and 13.1-696 to -704 of the Virginia
Stock Corporation Act are hereby incorporated by reference
herein.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Articles of Incorporation, as amended (filed as Exhibit
3.1 to the registrant's Annual Report on Form 10-K for
the year ended December 31, 1995, and incorporated
herein by reference)
5.1 Opinion of Hunton & Williams as to the legality of the
securities being registered (filed herewith)
10.1 CFW Communications Company 1997 Stock Compensation Plan
(filed herewith)
23.1 Consent of Hunton & Williams (included in Exhibit 5.1)
23.2 Consent of McGladrey & Pullen, LLP (filed herewith)
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers
or sales are made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act
of 1933, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any facts
or events arising after the effective
date of the registration statement (or
the most recent post-effective
amendment thereof) which, individually
or in the aggregate, represent a
fundamental change in the information
set forth in the registration
statement;
(iii) To include any material information
with respect to the plan of
distribution not previously disclosed
in the registration statement or any
material change in such information in
the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act, and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act, that
is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
<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 Waynesboro, Commonwealth of Virginia on November 20,
1997.
CFW COMMUNICATIONS COMPANY
(Registrant)
By: /s/ James S. Quarforth
James S. Quarforth
President and Chief
Executive Officer
<PAGE>
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities indicated on November 20,
1997. Each of the directors and/or officers of CFW
Communications Company whose signature appears below hereby
appoints James S. Quarforth and David M. Carter, and each of them
severally, as his attorney-in-fact to sign in his name and
behalf, in any and all capacities stated below and to file with
the Securities and Exchange Commission, any and all amendments,
including post-effective amendments to this registration
statement, making such changes in the registration statement as
appropriate, and generally to do all such things in their behalf
in their capacities as officers and directors to enable CFW
Communications Company to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities
and Exchange Commission.
Signature Title
/s/ James S. Quarforth President and Chief Executive
James S. Quarforth Officer and Director
(Principal Executive Officer)
/s/ Michael B. Moneymaker Vice President - Finance
Michael B. Moneymaker (Principal Financial Officer)
/s/ Christina S. Smith Vice President -
Christina S. Smith Administration, Treasurer and
Secretary
(Principal Accounting Officer)
/s/ C. Phillip Barger Director
C. Phillip Barger
/s/ William Wayt Gibbs, V Director
William Wayt Gibbs, V
/s/ C. Wilson McNeely, III Director
C. Wilson McNeely, III
/s/ John B. Mitchell Director
John B. Mitchell
/s/ John N. Neff Director
John N. Neff
/s/ Carl A. Rosberg Senior Vice President and
Carl A. Rosberg Director
/s/ Meredith E. Yeago Director
Meredith E. Yeago
/s/ Robert S. Yeago, Jr. Chairman of the Board
Robert S. Yeago, Jr.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 Articles of Incorporation, as amended
(filed as Exhibit 3.1 to the registrant's
Annual Report on Form 10-K for the year
ended December 31, 1995 and incorporated
herein by reference)
5.1 Opinion of Hunton & Williams as to the
legality of the securities being registered
(filed herewith)
10.1 CFW Communications Company 1997 Stock
Compensation Plan (filed herewith)
23.1 Consent of Hunton & Williams (included in
Exhibit 5.1)
23.2 Consent of McGladrey & Pullen, LLP (filed
herewith)
24.1 Power of Attorney (included on signature page)
Exhibit 5.1
HUNTON & WILLIAMS
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
Telephone (804) 788-8200
Facsimile (804) 788-8218
November 21, 1997
Board of Directors
CFW Communications Company
P.O. Box 1990
Waynesboro, Virginia 22980
CFW Communications Company
Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as counsel for CFW Communications Company (the
"Company") in connection with its Registration Statement on Form
S-8, as filed with the Securities and Exchange Commission, with
respect to up to 950,000 shares of the Company's Common Stock to
be issued by the Company (the "Shares") pursuant to the CFW
Communications Company 1997 Stock Compensation Plan (the "Plan").
In connection with the filing of the Registration Statement, you
have requested our opinion concerning certain corporate matters.
In rendering this opinion, we have relied upon, among other
things, our examination of such records of the Company and
certificates of its officers and of public officials as we
have deemed necessary.
Based upon the foregoing and the further qualifications
stated below, we are of the opinion that:
1. The Company has been duly incorporated and is validly
existing and in good standing under the laws of the Commonwealth
of Virginia.
2. The Shares have been duly authorized and, when such
shares have been issued in accordance with the terms of the Plan,
will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Form S-8. In giving
this consent, we do not admit that we are within the category of
persons whose consent is required by section 7 of the Securities
Act of 1933 or the rules and regulations promulgated thereunder
by the Securities and Exchange Commission.
Very truly yours,
/s/ Hunton & Williams
Exhibit 10.1
CFW COMMUNICATIONS COMPANY
1997 STOCK COMPENSATION PLAN
<PAGE>
ARTICLE I DEFINITIONS
1.01. Administrator . . . . . . . . . . . 1
1.02. Affiliate . . . . . . . . . . . . . 1
1.03. Agreement . . . . . . . . . . . . . 1
1.04. Board . . . . . . . . . . . . . . . 1
1.05. Code. . . . . . . . . . . . . . . . 1
1.06. Committee . . . . . . . . . . . . . 1
1.07. Common Stock. . . . . . . . . . . . 1
1.08. Company . . . . . . . . . . . . . . 1
1.09. Corresponding SAR . . . . . . . . . 1
1.10. Exchange Act. . . . . . . . . . . . 1
1.11. Fair Market Value . . . . . . . . . 2
1.12. Initial Value . . . . . . . . . . 2
1.13. Option. . . . . . . . . . . . . . . 2
1.14. Participant . . . . . . . . . . . . 2
1.15. Performance Shares. . . . . . . . . 2
1.16. Plan. . . . . . . . . . . . . . . . 3
1.17. SAR . . . . . . . . . . . . . . . . 3
1.18. Stock Award . . . . . . . . . . . . 3
ARTICLE II PURPOSES. . . . . . . . . . . . . . 3
ARTICLE III ADMINISTRATION. . . . . . . . . . . 4
ARTICLE IV ELIGIBILITY . . . . . . . . . . . . 5
ARTICLE V STOCK SUBJECT TO PLAN
5.01. Shares Issued . . . . . . . . . . . 6
5.02. Aggregate Limit . . . . . . . . . . 6
5.03. Reallocation of Shares. . . . . . . 6
ARTICLE VI OPTIONS
6.01. Award . . . . . . . . . . . . . . . 7
6.02. Option Price. . . . . . . . . . . . 7
6.03. Maximum Option Period . . . . . . . 7
6.04. Nontransferability. . . . . . . . . 8
6.05. Transferable Options. . . . . . . . 8
6.06. Employee Status . . . . . . . . . . 9
6.07. Exercise. . . . . . . . . . . . . . 9
6.08. Payment . . . . . . . . . . . . . . 10
6.09. Shareholder Rights. . . . . . . . . 11
6.10. Disposition of Stock. . . . . . . . 11
ARTICLE VII SARS
7.01. Award . . . . . . . . . . . . . . . 12
7.02. Maximum SAR Period. . . . . . . . . 12
7.03. Nontransferability. . . . . . . . . 12
7.04. Transferable SARs . . . . . . . . . 13
7.05. Exercise. . . . . . . . . . . . . . 13
7.06. Employee Status.. . . . . . . . . . 14
7.07. Settlement. . . . . . . . . . . . . 14
7.08. Shareholder Rights. . . . . . . . . 14
ARTICLE VIII STOCK AWARDS
8.01. Award.. . . . . . . . . . . . . . . 15
8.02. Vesting.. . . . . . . . . . . . . . 15
8.03. Employee Status.. . . . . . . . . . 15
8.04. Shareholder Rights. . . . . . . . . 15
ARTICLE IX PERFORMANCE SHARE AWARDS
9.01. Award . . . . . . . . . . . . . . . 16
9.02. Earning the Award . . . . . . . . . 16
9.03. Payment . . . . . . . . . . . . . . 16
9.04. Shareholder Rights. . . . . . . . . 17
9.05. Nontransferability. . . . . . . . . 17
9.06. Transferable Performance Shares . . 17
9.07. Employee Status . . . . . . . . . . 18
ARTICLE X ADJUSTMENT UPON CHANGE IN
COMMON STOCK. . . . . . . . . . . 18
ARTICLE XI COMPLIANCE WITH LAW AND APPROVAL
OF REGULATORY BODIES. . . . . . . 20
ARTICLE XII GENERAL PROVISIONS
12.01. Effect on Employment and Service. . 21
12.02. Unfunded Plan.. . . . . . . . . . . 21
12.03. Rules of Construction.. . . . . . . 21
ARTICLE XIII AMENDMENT . . . . . . . . . . . . . 22
ARTICLE XIV DURATION OF PLAN. . . . . . . . . . 22
ARTICLE XV EFFECTIVE DATE OF PLAN. . . . . . . 23
<PAGE>
CFW COMMUNICATION COMPANY
1997 STOCK COMPENSATION PLAN
ARTICLE I
DEFINITIONS
1.01. ADMINISTRATOR means the Committee and any delegate of the
Committee that is appointed in accordance with Article III.
1.02. AFFILIATE means any "subsidiary" or "parent" corporation
(within the meaning of Section 424 of the Code) of the Company.
1.03. AGREEMENT means a written agreement (including any
amendment or supplement thereto) between the Company and a
Participant specifying the terms and conditions of a Stock Award,
an award of Performance Shares or an Option or SAR granted to
such Participant.
1.04. BOARD means the Board of Directors of the Company.
1.05. CODE means the Internal Revenue Code of 1986, and any
amendments thereto.
1.06. COMMITTEE means the committee of the Board appointed to
administer the Plan.
1.07. COMMON STOCK means the common stock of the Company.
1.08. COMPANY means CFW Communications Company.
1.09. CORRESPONDING SAR means an SAR that is granted in relation
to a particular Option and that can be exercised only upon the
surrender to the Company, unexercised, of that portion of the
Option to which the SAR relates.
1.10. EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended and as in effect on the date of this Agreement.
1.11. FAIR MARKET VALUE means, on any given date, the average of
the closing bid and asked prices of a share of Common Stock in
the over-the-counter market as reported by the National
Association of Securities Dealers, Inc. or such other source
designated by the Administrator. If there is no bid and asked
price for the Common Stock in the over-the-counter market on such
day, then Fair Market Value means the average of the closing bid
and asked prices in the over-the-counter market as reported on
the next preceding day as reported by the National Association of
Securities Dealers, Inc.
1.12. INITIAL VALUE means, with respect to an SAR, the Fair
Market Value of one share of Common Stock on the date of grant.
1.13. OPTION means a stock option that entitles the holder to
purchase from the Company a stated number of shares of Common
Stock at the price set forth in an Agreement.
1.14. PARTICIPANT means an employee of the Company or an
Affiliate, including an employee who is a member of the Board,
who satisfies the requirements of Article IV and is selected by
the Administrator to receive a Stock Award, an award of
Performance Shares, an Option, an SAR, or a combination thereof.
1.15. PERFORMANCE SHARES means an award, in the amount
determined by the Administrator and specified in an Agreement,
stated with reference to a specified number of shares of Common
Stock, that in accordance with the terms of an Agreement entitles
the holder to receive a payment for each specified share equal to
the Fair Market Value of Common Stock on the date of payment.
1.16. PLAN means the CFW Communications Company 1997 Stock
Compensation Plan.
1.17. SAR means a stock appreciation right that in accordance
with the terms of an Agreement entitles the holder to receive,
with respect to each share of Common Stock encompassed by the
exercise of such SAR, the amount determined by the Administrator
and specified in an Agreement. In the absence of such a
determination, the holder shall be entitled to receive, with
respect to each share of Common Stock encompassed by the exercise
of such SAR, the excess of the Fair Market Value on the date of
exercise over the Initial Value. References to "SARs"
include both Corresponding SARs and SARs granted independently of
Options, unless the context requires otherwise.
1.18. STOCK AWARD means Common Stock awarded to a Participant
under Article VIII.
ARTICLE II
PURPOSES
The Plan is intended to assist the Company and its
Affiliates in recruiting and retaining individuals with ability
and initiative by enabling such persons to participate in the
future success of the Company and its Affiliates and to associate
their interests with those of the Company and its shareholders.
The Plan is intended to permit the grant of both Options
qualifying under Section 422 of the Code ("incentive stock
options") and Options not so qualifying, and the grant of SARs,
Stock Awards and Performance Shares. No Option that is intended
to be an incentive stock option shall be invalid for failure to
qualify as an incentive stock option. The proceeds received by
the Company from the sale of Common Stock pursuant to this Plan
shall be used for general corporate purposes.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Administrator. The
Administrator shall have authority to grant Stock Awards,
Performance Shares, Options and SARs upon such terms (not
inconsistent with the provisions of this Plan), as the
Administrator may consider appropriate. Such terms may include
conditions (in addition to those contained in this Plan), on the
exercisability of all or any part of an Option or SAR or on the
transferability or forfeitability of a Stock Award or an award of
Performance Shares. Notwithstanding any such conditions, the
Administrator may, in its discretion, accelerate the time at
which any Option or SAR may be exercised, or the time at which a
Stock Award may become transferable or nonforfeitable or the time
at which an award of Performance Shares may be settled. In
addition, the Administrator shall have complete authority to
interpret all provisions of this Plan; to prescribe the form of
Agreements; to adopt, amend, and rescind rules and regulations
pertaining to the administration of the Plan; and to make all
other determinations necessary or advisable for the
administration of this Plan. The express grant in the Plan of
any specific power to the Administrator shall not be construed as
limiting any power or authority of the Administrator. Any
decision made, or action taken, by the Administrator or in
connection with the administration of this Plan shall be final
and conclusive. Neither the Administrator nor any member of the
Committee shall be liable for any act done in good faith with
respect to this Plan or any Agreement, Option, SAR, Stock Award
or award of Performance Shares. All expenses of administering
this Plan shall be borne by the Company.
The Committee, in its discretion, may delegate to one or
more officers of the Company or the Executive Committee of the
Board, all or part of the Committee's authority and duties with
respect to grants and awards to individuals who are not subject
to the reporting and other provisions of Section 16 of the
Exchange Act. The Committee may revoke or amend the terms of a
delegation at any time but such action shall not invalidate any
prior actions of the Committee's delegate or delegates that were
consistent with the terms of the Plan.
ARTICLE IV
ELIGIBILITY
Any employee of the Company or an Affiliate (including a
corporation that becomes an Affiliate after the adoption of this
Plan), is eligible to participate in this Plan if the
Administrator, in its sole discretion, determines that such
person has contributed significantly or can be expected to
contribute significantly to the profits or growth of the Company
or an Affiliate. Directors of the Company who are employees of
the Company or an Affiliate may be selected to participate in
this Plan.
ARTICLE V
STOCK SUBJECT TO PLAN
5.01. SHARES ISSUED. Upon the award of shares of Common Stock
pursuant to a Stock Award or in settlement of an award of
Performance Shares, the Company may issue shares of Common Stock
from its authorized but unissued Common Stock. Upon the exercise
of any Option or SAR the Company may deliver to the Participant
(or the Participant's broker if the Participant so directs),
shares of Common Stock from its authorized but unissued Common
Stock.
5.02. AGGREGATE LIMIT. The maximum aggregate number of shares
of Common Stock that may be issued under this Plan pursuant to
the exercise of SARs and Options and the grant of Stock Awards
and the settlement of Performance Shares is 950,000 shares.
The maximum aggregate number of shares that may be issued
under this Plan shall be subject to adjustment as provided in
Article X.
5.03. REALLOCATION OF SHARES. If an Option is terminated, in
whole or in part, for any reason other than its exercise or the
exercise of a Corresponding SAR that is settled with Common
Stock, the number of shares of Common Stock allocated to
the Option or portion thereof may be reallocated to other
Options, SARs, Performance Shares and Stock Awards to be granted
under this Plan. If an SAR is terminated, in whole or in part,
for any reason other than its exercise that is settled with
Common Stock or the exercise of a related Option, the number of
shares of Common Stock allocated to the SAR or portion thereof
may be reallocated to other Options, SARs, Performance Shares and
Stock Awards to be granted under this Plan. If an award of
Performance Shares is terminated, in whole or in part, for any
reason other than its settlement with Common Stock, the number of
shares of Common Stock allocated to the Performance Shares or
portion thereof may be reallocated to other options, SARs,
Performance Shares and Stock Awards to be granted under this
Plan. If a Stock Award is forfeited, in whole or in part, for
any reason, the number of shares of Common Stock allocated to the
Stock Award or portion thereof may be reallocated to other
Options, SARs, Performance Shares and Stock Awards to be granted
under this Plan.
ARTICLE VI
OPTIONS
6.01. AWARD. In accordance with the provisions of Article IV,
the Administrator will designate each individual to whom an
Option is to be granted and will specify the number of shares of
Common Stock covered by such awards.
6.02. OPTION PRICE. The price per share for Common Stock
purchased on the exercise of an Option shall be determined by the
Administrator on the date of grant, but shall not be less than
the Fair Market Value on the date the Option is granted in
the case of an Option that is an incentive stock option.
6.03. MAXIMUM OPTION PERIOD. The maximum period in which an
Option may be exercised shall be determined by the Administrator
on the date of grant, except that no Option that is an incentive
stock option shall be exercisable after the expiration of ten
years from the date such Option was granted. The terms of any
Option that is an incentive stock option may provide that it is
exercisable for a period less than such maximum period.
6.04. NONTRANSFERABILITY. Except as provided in Section 6.05,
each Option granted under this Plan shall be nontransferable
except by will or by the laws of descent and distribution. In
the event of any transfer of an Option (by the Participant or his
transferee), the Option and any Corresponding SAR that relates to
such Option must be transferred to the same person or persons or
entity or entities. During the lifetime of the Participant to
whom the Option is granted, the Option may be exercised only by
the Participant. No right or interest of a Participant in any
Option shall be liable for, or subject to, any lien, obligation,
or liability of such Participant.
6.05. TRANSFERABLE OPTIONS. Section 6.04 to the contrary
notwithstanding, if the Agreement provides, an Option that is not
an incentive stock option may be transferred by a Participant to
the Participant's children, grandchildren, spouse, one or more
trusts for the benefit of such family members or a partnership in
which such family members are the only partners, on such terms
and conditions as may be permitted under Securities Exchange
Commission Rule 16b-3 as in effect from time to time. The holder
of an Option transferred pursuant to this section shall be bound
by the same terms and conditions that governed the Option during
the period that it was held by the Participant; provided,
however, that such transferee may not transfer the Option except
by will or the laws of descent and distribution. In the event of
any transfer of an Option (by the Participant or his transferee),
the Option and any Corresponding SAR that relates to such Option
must be transferred to the same person or persons or entity or
entities.
6.06. EMPLOYEE STATUS. For purposes of determining the
applicability of Section 422 of the Code (relating to incentive
stock options), or in the event that the terms of any Option
provide that it may be exercised only during employment or within
a specified period of time after termination of employment, the
Administrator may decide to what extent leaves of absence for
governmental or military service, illness, temporary disability,
or other reasons shall not be deemed interruptions of continuous
employment.
6.07. EXERCISE. Subject to the other provisions of this Plan
and the applicable Agreement, an Option may be exercised in whole
at any time or in part from time to time at such times and in
compliance with such requirements as the Administrator shall
determine; provided, however, that incentive stock options
(granted under the Plan and all plans of the Company and its
Affiliates) may not be first exercisable in a calendar year for
stock having a Fair Market Value (determined as of the date an
Option is granted) exceeding $100,000 or such other amount as may
be prescribed by Section 422(d) of the Code. An Option granted
under this Plan may be exercised with respect to any number of
whole shares less than the full number for which the Option could
be exercised. A partial exercise of an Option shall not affect
the right to exercise the Option from time to time in accordance
with this Plan and the applicable Agreement with respect to the
remaining shares subject to the Option. The exercise of an
Option shall result in the termination of any Corresponding SAR
to the extent of the number of shares with respect to which the
Option is exercised.
6.08. PAYMENT. Unless otherwise provided by the Agreement,
payment of the Option price shall be made in cash or a cash
equivalent acceptable to the Administrator. If the Agreement
provides, payment of all or part of the Option price may be made
by surrendering shares of Common Stock to the Company. If Common
Stock is used to pay all or part of the Option price, the sum of
the cash and cash equivalent and the Fair Market Value
(determined as of the day preceding the date of exercise) of the
shares surrendered must not be less than the Option price of the
shares for which the Option is being exercised.
6.09. SHAREHOLDER RIGHTS. No Participant shall have any rights
as a shareholder with respect to shares subject to his Option
until the date of exercise of such Option.
6.10. DISPOSITION OF STOCK. A Participant shall notify the
Company of any sale or other disposition of Common Stock acquired
pursuant to an Option that was an incentive stock option if such
sale or disposition occurs (i) within two years of the grant of
an Option or (ii) within one year of the issuance of the Common
Stock to the Participant. Such notice shall be in writing and
directed to the Secretary of the Company.
ARTICLE VII
SARS
7.01. AWARD. In accordance with the provisions of Article IV,
the Administrator will designate each individual to whom SARs are
to be granted and will specify the number of shares covered by
such awards. In addition no Participant may be granted
Corresponding SARs (under all incentive stock option plans of the
Company and its Affiliates) that are related to incentive stock
options which are first exercisable in any calendar year for
stock having an aggregate Fair Market Value (determined as of the
date the related Option is granted) that exceeds $100,000.
7.02. MAXIMUM SAR PERIOD. The term of each SAR shall be
determined by the Administrator on the date of grant, except that
no Corresponding SAR that is related to an incentive stock option
shall have a term of more than ten years from the date such
related Option was granted. The terms of any Corresponding SAR
that is related to an incentive stock option may provide that it
has a term that is less than such maximum period.
7.03. NONTRANSFERABILITY. Except as provided in Section 7.04,
each SAR granted under this Plan shall be nontransferable except
by will or by the laws of descent and distribution. In the event
of any such transfer, a Corresponding SAR and the related Option
must be transferred to the same person or persons or entity or
entities. During the lifetime of the Participant to whom the SAR
is granted, the SAR may be exercised only by the Participant. No
right or interest of a Participant in any SAR shall be liable
for, or subject to, any lien, obligation, or liability of such
Participant.
7.04. TRANSFERABLE SARS. Section 7.03 to the contrary
notwithstanding, if the Agreement provides, an SAR, other than a
Corresponding SAR that is related to an incentive stock option,
may be transferred by a Participant to the Participant's
children, grandchildren, spouse, one or more trusts for the
benefit of such family members or a partnership in which such
family members are the only partners, on such terms and
conditions as may be permitted under Securities Exchange
Commission Rule 16b-3 as in effect from time to time. The holder
of an SAR transferred pursuant to this section shall be bound by
the same terms and conditions that governed the SAR during the
period that it was held by the Participant; provided, however,
that such transferee may not transfer the SAR except by will or
the laws of descent and distribution. In the event of any
transfer of a Corresponding SAR (by the Participant or his
transferee), the Corresponding SAR and the related Option must be
transferred to the same person or person or entity or entities.
7.05. EXERCISE. Subject to the other provisions of this Plan
and the applicable Agreement, an SAR may be exercised in whole at
any time or in part from time to time at such times and in
compliance with such requirements as the Administrator shall
determine; provided, however, that a Corresponding SAR that is
related to an incentive stock option may be exercised only to the
extent that the related Option is exercisable and only when the
Fair Market Value exceeds the option price of the related Option.
An SAR granted under this Plan may be exercised with respect to
any number of whole shares less than the full number for which
the SAR could be exercised. A partial exercise of an SAR shall
not affect the right to exercise the SAR from time to time in
accordance with this Plan and the applicable Agreement with
respect to the remaining shares subject to the SAR. The exercise
of a Corresponding SAR shall result in the termination of the
related Option to the extent of the number of shares with respect
to which the SAR is exercised.
7.06. EMPLOYEE STATUS. If the terms of any SAR provide that it
may be exercised only during employment or within a specified
period of time after termination of employment, the Administrator
may decide to what extent leaves of absence for governmental or
military service, illness, temporary disability or other reasons
shall not be deemed interruptions of continuous employment.
7.07. SETTLEMENT. At the Administrator's discretion, the amount
payable as a result of the exercise of an SAR may be settled in
cash, Common Stock, or a combination of cash and Common Stock.
No fractional share will be deliverable upon the exercise of an
SAR but a cash payment will be made in lieu thereof.
7.08. SHAREHOLDER RIGHTS. No Participant shall, as a result of
receiving an SAR award, have any rights as a shareholder of the
Company or any Affiliate until the date that the SAR is exercised
and then only to the extent that the SAR is settled by the
issuance of Common Stock.
ARTICLE VIII
STOCK AWARDS
8.01. AWARD. In accordance with the provisions of Article IV,
the Administrator will designate each individual to whom a Stock
Award is to be made and will specify the number of shares of
Common Stock covered by such awards.
8.02. VESTING. A Participant's rights in a Stock Award may be
forfeitable or otherwise restricted for a period of time or
subject to such conditions as may be set forth in the Agreement.
8.03. EMPLOYEE STATUS. In the event that the terms of any Stock
Award provide that shares may become transferable and
nonforfeitable thereunder only after completion of a specified
period of employment, the Administrator may decide in each case
to what extent leaves of absence for governmental or military
service, illness, temporary disability, or other reasons shall
not be deemed interruptions of continuous employment.
8.04. SHAREHOLDER RIGHTS. Prior to their forfeiture (in
accordance with the applicable Agreement and while the shares of
Common Stock granted pursuant to the Stock Award may be forfeited
or are nontransferable), a Participant will have all rights of a
shareholder with respect to a Stock Award, including the right to
receive dividends and vote the shares; provided, however, that
during the period, if any, that the shares are forfeitable or
otherwise restricted, (i) a Participant may not sell, transfer,
pledge, exchange, hypothecate, or otherwise dispose of shares of
Common Stock granted pursuant to a Stock Award, (ii) the Company
shall retain custody of the certificates evidencing shares of
Common Stock granted pursuant to a Stock Award, and (iii) the
Participant will deliver to the Company a stock power, endorsed
in blank, with respect to each Stock Award. The limitations set
forth in the preceding sentence shall not apply after the shares
of Common Stock granted under the Stock Award are transferable
and are no longer forfeitable.
ARTICLE IX
PERFORMANCE SHARE AWARDS
9.01. AWARD. In accordance with the provisions of Article IV,
the Administrator will designate each individual to whom an award
of Performance Shares is to be made and will specify the number
of shares of Common Stock covered by such awards.
9.02. EARNING THE AWARD. The Administrator, on the date of the
grant of an award, shall prescribe that the Performance Shares,
or portion thereof, will be earned, and the Participant will be
entitled to receive payment pursuant to the award of Performance
Shares, only upon the satisfaction of performance objectives and
such other criteria as may be prescribed by the Administrator
during the performance measurement period. No payments will be
made with respect to Performance Shares unless, and then only to
the extent that, the Administrator certifies that such objectives
have been achieved.
9.03. PAYMENT. In the discretion of the Administrator, the
amount payable when an award of Performance Shares is earned may
be settled in cash, by the issuance of Common Stock or a
combination of cash and Common Stock. A fractional share
shall not be deliverable when an award of Performance Shares is
earned, but a cash payment will be made in lieu thereof.
9.04. SHAREHOLDER RIGHTS. No Participant shall, as a result of
receiving an award of Performance Shares, have any rights as a
shareholder until and to the extent that the award of Performance
Shares is earned and settled by the issuance of Common Stock.
After an award of Performance Shares is earned, if settled
completely or partially in Common Stock, a Participant will have
all the rights of a shareholder with respect to such Common
Stock.
9.05. NONTRANSFERABILITY. Except as provided in Section 9.06,
Performance Shares granted under this Plan shall be
nontransferable except by will or by the laws
of descent and distribution. No right or interest of a
Participant in any Performance Shares shall be liable for, or
subject to, any lien, obligation, or liability of such
Participant.
9.06. TRANSFERABLE PERFORMANCE SHARES. Section 9.05 to the
contrary notwithstanding, if the Agreement provides, an award of
Performance Shares may be transferred by a Participant to the
Participant's children, grandchildren, spouse, one or more trusts
for the benefit of such family members or a partnership in which
such family members are the only partners, on such terms and
conditions as may be permitted under Securities Exchange
Commission Rule 16b-3 as in effect from time to time. The holder
of Performance Shares transferred pursuant to this section shall
be bound by the same terms and conditions that governed the
Performance Shares during the period that they were held by the
Participant; provided, however that such transferee may not
transfer Performance Shares except by will or the laws of descent
and distribution.
9.07. EMPLOYEE STATUS. In the event that the terms of any
Performance Share award provide that no payment will be made
unless the Participant completes a stated period of employment,
the Administrator may decide to what extent leaves of absence for
government or military service, illness, temporary disability, or
other reasons shall not be deemed interruptions of continuous
employment.
ARTICLE X
ADJUSTMENT UPON CHANGE IN COMMON STOCK
The maximum number of shares as to which Options, SARs,
Performance Shares and Stock Awards may be granted under this
Plan, the terms of outstanding Stock Awards, Options, Performance
Shares, and SARs, and the per individual limitations on the
number of shares or for which Options, SARs, Performance Shares,
and Stock Awards may be granted shall be adjusted as the
Committee shall determine to be equitably required in the event
that (a) the Company (i) effects one or more stock dividends,
stock split-ups, subdivisions or consolidations of shares or
(ii) engages in a transaction to which Section 424 of the Code
applies or (b) there occurs any other event which, in the
judgment of the Committee necessitates such action. Any
determination made under this Article X by the Committee shall be
final and conclusive.
The issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any
class, for cash or property, or for labor or services, either
upon direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be
made with respect to, the maximum number of shares as to which
Options, SARs, Performance Shares and Stock Awards may be
granted, the per individual limitations on the number of shares
for which Options, SARs, Performance Shares and Stock Awards may
be granted or the terms of outstanding Stock Awards, Options,
Performance Shares or SARs.
The Committee may make Stock Awards and may grant Options,
SARs, Performance Shares, and Incentive Awards in substitution
for performance shares, phantom shares, stock awards, stock
options, stock appreciation rights, or similar awards held by an
individual who becomes an employee of the Company or an Affiliate
in connection with a transaction described in the first paragraph
of this Article X. Notwithstanding any provision of the Plan
(other than the limitation of Section 5.02), the terms of such
substituted Stock Awards or Option, SAR, Performance Shares or
Incentive Award grants shall be as the Committee, in its
discretion, determines is appropriate.
ARTICLE XI
COMPLIANCE WITH LAW AND
APPROVAL OF REGULATORY BODIES
No Option or SAR shall be exercisable, no Common Stock
shall be issued, no certificates for shares of Common Stock shall
be delivered, and no payment shall be made under this Plan except
in compliance with all applicable federal and state laws and
regulations (including, without limitation, withholding tax
requirements), any listing agreement to which the Company is a
party, and the rules of all domestic stock exchanges on which the
Company's shares may be listed. The Company shall have the right
to rely on an opinion of its counsel as to such compliance. Any
share certificate issued to evidence Common Stock when a Stock
Award is granted, a Performance Share is settled or for which an
Option or SAR is exercised may bear such legends and statements
as the Administrator may deem advisable to assure compliance with
federal and state laws and regulations. No Option or SAR shall
be exercisable, no Stock Award or Performance Share shall be
granted, no Common Stock shall be issued, no certificate for
shares shall be delivered, and no payment shall be made under
this Plan until the Company has obtained such consent or approval
as the Administrator may deem advisable from regulatory bodies
having jurisdiction over such matters.
ARTICLE XII
GENERAL PROVISIONS
12.01. EFFECT ON EMPLOYMENT AND SERVICE. Neither the adoption of
this Plan, its operation, nor any documents describing or
referring to this Plan (or any part thereof), shall confer upon
any individual any right to continue in the employ or service of
the Company or an Affiliate or in any way affect any right and
power of the Company or an Affiliate to terminate the employment
or service of any individual at any time with or without
assigning a reason therefor.
12.02. UNFUNDED PLAN. The Plan, insofar as it provides for
grants, shall be unfunded, and the Company shall not be required
to segregate any assets that may at any time be represented by
grants under this Plan. Any liability of the Company to any
person with respect to any grant under this Plan shall be based
solely upon any contractual obligations that may be created
pursuant to this Plan. No such obligation of the Company shall
be deemed to be secured by any pledge of, or other encumbrance
on, any property of the Company.
12.03. RULES OF CONSTRUCTION. Headings are given to the articles
and sections of this Plan solely as a convenience to facilitate
reference. The reference to any statute, regulation, or other
provision of law shall be construed to refer to any amendment to
or successor of such provision of law.
ARTICLE XIII
AMENDMENT
The Board may amend or terminate this Plan from time to
time; provided, however, that no amendment may become effective
until shareholder approval is obtained if (i) the amendment
increases the aggregate number of shares of Common Stock that may
be issued under the Plan, (ii) the amendment changes the class of
individuals eligible to become Participants or (iii) the
amendment would materially increase the benefits that may be
provided under this Plan. No amendment shall, without a
Participant's consent, adversely affect any rights of such
Participant under any outstanding Stock Award, Performance Share
award, Option or SAR outstanding at the time such amendment is
made.
ARTICLE XIV
DURATION OF PLAN
No Stock Award, Performance Share award, Option or SAR may
be granted under this Plan after December 16, 2006. Stock
Awards, Performance Shares awards, Options and SARs granted
before that date shall remain valid in accordance with their
terms.
ARTICLE XV
EFFECTIVE DATE OF PLAN
Options, SARs and Performance Shares may be granted under
this Plan upon its adoption by the Board, provided that no
Option, SAR or Performance Shares grant shall be effective or
exercisable unless this Plan is approved by a majority of the
votes cast by the Company's shareholders, voting either in person
or by proxy, at a duly held shareholders' meeting at which a
quorum is present. Stock Awards may be granted under this Plan
upon the later of its adoption by the Board or its approval by
shareholders in accordance with the preceding sentence.
Exhibit 24.1
CONSENT OF McGLADREY & PULLEN, LLP
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
February 14, 1997 appearing on page 30 of the annual report to
shareholders of CFW Communications Company and subsidiaries (the
Company) for the year ended December 31, 1996, which is
incorporated by reference in the annual report on Form 10-K of
the Company for the year ended December 31, 1996.
/s/ McGladrey & Pullen, LLP
Richmond, Virginia
November 18, 1997
