AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 1996
REGISTRATION NO. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
JAMES RIVER BANKSHARES, INC.
(Exact Name of Registrant as Specified in Its Charter)
VIRGINIA 54-1740210
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
101 EAST WASHINGTON STREET
SUFFOLK, VA 23434
(Address of Principal Executive Office) (Zip Code)
JAMES RIVER BANKSHARES, INC.
1996 EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plan)
JODY M. WAGNER, ESQ.
KAUFMAN & CANOLES
P. O. BOX 3037
NORFOLK, VA 23514-3037
(Name and Address of Agent for Service)
(804) 624-3294
(Telephone Number, Including
Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee(1)
- ------------------------------------------------------------------------------------------------------
<S> <C>
COMMON STOCK,
$5.00 PAR VALUE 500,000 $23.25 $11,625,000 $4,008.62
======================================================================================================
</TABLE>
(1) PURSUANT TO RULES 457(C) AND 457(H), THE REGISTRATION FEE WAS COMPUTED
USING $23.25 PER SHARE OF COMMON STOCK, THE AVERAGE OF THE HIGH AND THE
LOW SALES PRICES OF THE COMMON STOCK REPORTED BY THE CONSOLIDATED
REPORTING SYSTEM OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS,
INC. NATIONAL MARKET SYSTEM AS OF JULY 8, 1996.
- ------------------------
EXHIBIT INDEX CAN BE FOUND ON PAGE 8.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
AND NOT REQUIRED IN PROSPECTUS
Item 3: Incorporation of Documents by Reference.
The following documents of James River Bankshares, Inc., a Virginia
corporation (the "Company"), filed with the Securities and Exchange Commission
(the "Commission"), are incorporated by reference into this Registration
Statement:
(a) The Company's Annual Report on Form 10-K, as amended, for
the Company's fiscal year ended December 31, 1995 filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act").
(b) All reports filed by the Company pursuant to Section 13(a)
of the 1934 Act since the end of the Company's fiscal year ended December 31,
1995.
(c) The description of the Company's Common Stock registered
under the 1934 Act contained in the Company's Registration Statement on Form
8-A, which became effective on June 29, 1995.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated in this
Registration Statement by reference shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained in this Registration Statement or in any other subsequently filed
document which also is or is deemed to be incorporated in this Registration
Statement by reference modifies or replaces such statement.
Item 4: Description of Securities.
Not applicable.
1
<PAGE>
Item 5: Interests of the Named Experts and Counsel.
Not applicable.
Item 6: Indemnification of Directors and Officers.
Section 13.1-692.1 of the Virginia Stock Corporation Act (the "Act")
provides that in any proceeding brought by or in the right of a corporation or
brought by or on behalf of shareholders of the corporation, the damages assessed
against an officer or director arising out of a single transaction, occurrence
or course of conduct shall not exceed the lesser of (1) the monetary amount,
including the elimination of liability, specified in the articles of
incorporation or, if approved by the shareholders, in the bylaws as a limitation
on or elimination of the liability of the officer or director, or (2) the
greater of (i) $100,000 or (ii) the amount of cash compensation received by the
officer or director from the corporation during the 12 months immediately
preceding the act or omission for which liability was imposed. The liability of
an officer or director may not be limited under this section of the Act if the
officer or director engaged in willful misconduct or a knowing violation of the
criminal law or of any federal or state securities law, including, without
limitation, any claim of unlawful insider trading or manipulation of the market
for any security.
Section 13.1-697 of the Act authorizes a Virginia corporation to
indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred in the proceeding. A Virginia corporation
may not indemnify a director under this section in connection with a proceeding
by or in the right of the corporation in which the director was adjudged liable
to the corporation or in connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in his official
capacity, in which he was adjudged liable on the basis that personal benefit was
improperly received by him. Section 13.1-698 provides that, unless limited by
its Articles of Incorporation, a Virginia corporation must indemnify a director
who entirely prevails in the defense of any proceeding to which he was a party
because he is or was a director of the corporation against reasonable expenses
incurred by him in connection with the proceeding. Section 13.1-702 of the Act
authorizes a Virginia corporation to indemnify its officers, employees or agents
to the same extent as directors.
The Company's Articles of Incorporation provide that to the full extent
that the Act permits the limitation or elimination of the liability of directors
or officers, a director or officer of the Company shall not be liable to the
Company or its shareholders for monetary damages. The Company's Articles of
Incorporation also provide that to the full extent permitted and in the
2
<PAGE>
manner prescribed by the Act and any other applicable law, the Company shall
indemnify a director or officer of the Company who is or was a party to any
proceeding by reason of the fact that he is or was such a director or officer or
is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise. Any aforesaid reference to directors,
officers, employees or agents includes former directors, officers, employees and
agents and their respective heirs, executors and administrators.
Officers and directors of the Company are covered by insurance that
(with certain exceptions and within certain limitations) indemnifies them
against losses and liabilities arising from an alleged "harmful act," including
any alleged error or misstatement or misleading statement or wrongful act or
omission or neglect or breach of duty.
Item 7: Exemption from Registration Claimed.
Not applicable.
Item 8: Exhibits.
Number Description
4.1 Articles of Incorporation of James River Bankshares, Inc.
(incorporated herein by reference to the Registrant's
Registration Statement on Form S-4, Registration No. 33-
88322, filed with the Securities and Exchange Commission
on January 6, 1995).
4.2 Bylaws of James River Bankshares, Inc. (incorporated
herein by reference to the Registrant's Registration
Statement on Form S-4, Registration No. 33-88322, filed
with the Securities and Exchange Commission on January 6,
1995).
4.3 Form of James River Bankshares, Inc. Common Stock
Certificate (incorporated by reference to the Registrant's
Registration Statement on Form S-4, Registration No. 33-
88322, filed with the Securities and Exchange Commission
on January 6, 1995).
5.1 Opinion of Kaufman & Canoles, filed herewith.
23.1 Consent of Frank Edward Sheffer & Co., filed herewith.
23.2 Consent of Erny & Mason, P.C., filed herewith.
3
<PAGE>
23.3 Consent of Kaufman & Canoles (included in opinion filed
as Exhibit 5.1 to this Registration Statement).
24 Powers of Attorney (included on the signature pages of this
Registration Statement).
99.1 James River Bankshares, Inc. 1996 Employee Stock Option
Plan.
Item 9: Undertakings.
(a) 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
to include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to
such information in this 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; and
(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 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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this 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.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, 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
4
<PAGE>
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 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.
5
<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 Suffolk, Commonwealth of Virginia, on July 10, 1996.
JAMES RIVER BANKSHARES, INC.
By: /s/ Harold U. Blythe
Harold U. Blythe, President
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 and on the dates indicated. Each person, in so signing, also makes,
constitutes and appoints Harold U. Blythe and Glenn T. McCall and each of them
individually, his true and lawful attorney-in-fact in his place and stead, to
execute and cause to be filed with the Securities and Exchange Commission, any
and all amendments to this Registration Statement.
Witness our hands and common seals on the date set forth below.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C>
/s/ Elmon T. Gray Chairman of The Board July 10, 1996
- -------------------------- and Director
Elmon T. Gray
/s/ G.P. Jackson Vice Chairman of the July 10, 1996
- ---------------------------- Board and Director
G. P. Jackson
/s/ Harold U. Blythe President and Chief July 10, 1996
- -------------------------- Executive Officer, Director
Harold U. Blythe (Principal Executive Officer)
<PAGE>
/s/ Glenn T. McCall Senior Vice President and July 10, 1996
- -------------------------- Chief Financial Officer,
Glenn T. McCall Director (Principal
Financial and Accounting
Officer)
/s/ James E. Butler, Jr. Director July 10, 1996
- --------------------------
James E. Butler, Jr.
/s/ Bruce B. Gray Director July 10, 1996
- ---------------------------
Bruce B. Gray
/s/ Ben P. Kanak Director July 10, 1996
- ---------------------------
Ben P. Kanak
/s/ John A. Ramsey, Jr. Director July 10, 1996
- --------------------------
John A. Ramsey, Jr.
/s/ Robert E. Spencer, Jr. Director July 10, 1996
- ----------------------------
Robert E. Spencer, Jr.
/s/ E.V. Stephenson, Jr. Director July 10, 1996
- ----------------------------
E. V. Stephenson, Jr.
/s/ James C. Stewart Director July 10, 1996
- ----------------------------
James C. Stewart
</TABLE>
<PAGE>
EXHIBIT INDEX
The following exhibits are filed herewith unless otherwise indicated:
Sequential
Page
Number Description Number
4.1 Articles of Incorporation of James River *
Bankshares, Inc. (incorporated herein by
reference to the Registrant's Registration
Statement on Form S-4, Registration No. 33-
88322, filed with the Securities and Exchange
Commission on January 6, 1995).
4.2 Bylaws of James River Bankshares, Inc. *
(incorporated herein by reference to the
Registrant's Registration Statement on Form S-
4, Registration No. 33-88322, filed with the
Securities and Exchange Commission on
January 6, 1995).
4.3 Form of James River Bankshares, Inc. Common *
Stock Certificate (incorporated by reference to
the Registrant's Registration Statement on Form
S-4, Registration No. 33-88322, filed with the
Securities and Exchange Commission on January 6, 1995).
**5.1 Opinion of Kaufman & Canoles, filed herewith.
**23.1 Consent of Frank Edward Sheffer & Co., filed
herewith.
**23.2 Consent of Erny & Mason, P.C., filed herewith.
23.3 Consent of Kaufman & Canoles (included in opinion filed
as Exhibit 5.1 to this Registration Statement).
24 Powers of Attorney (included on the signature
pages of this Registration Statement).
**99.1 James River Bankshares, Inc. 1996 Employee
Stock Option Plan.
_______________
* Not filed herewith. In accordance with Rule 12b-32 of the General Rules
and Regulations under the Securities Exchange Act of 1934, the exhibit
is incorporated by reference.
** Filed herewith.
Exhibit 5.1
[KAUFMAN & CANOLES LETTERHEAD]
July 12, 1996
James River Bankshares, Inc.
101 East Washington Street
Suffolk, VA 23434
Dear Sirs:
In connection with the registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), of 500,000
shares (the "Shares") of Common Stock, $5.00 par value, of James River
Bankshares, Inc. (the "Company"), which may be issued pursuant to the terms of
the James River Bankshares, Inc. 1996 Employee Stock Option Plan (the "Plan"),
we hereby advise you that in our opinion that upon issuance pursuant to the
terms of the Plan, the Shares will be validly issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Kaufman & Canoles, P.C.
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
James River Bankshares, Inc.:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of James River Bankshares, Inc. of our report dated March 12, 1996, relating
to the consolidated balance sheets of James River Bankshares, Inc. and
subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of operations, shareholders' equity, and cash flows and related
schedules for each of the years in the three-year period ended December 31,
1995, which report appears in the December 31, 1995 Annual Report on Form 10-K
of James River Bankshares, Inc.
/s/ Frank Edward Sheffer & Co.
Suffolk, Virginia
July 8, 1996
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
James River Bankshares, Inc.:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of James River Bankshares, Inc. of our report dated January 18, 1995,
relating to the balance sheets of The Bank of Waverly as of December 31, 1994
and 1993, and the related statements of income, stockholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1994,
which report appears in the Registration Statement on Form S-4 of James River
Bankshares, Inc., SEC File No. 33-88322.
/s/ Erny and Mason, P.C.
Petersburg, Virginia
July 2, 1996
Exhibit 99.1
JAMES RIVER BANKSHARES, INC.
1996 EMPLOYEE STOCK OPTION PLAN
1. PURPOSE. The purpose of the Plan is to support the business goals of
the Company and to attract, retain and motivate key employees of the Company by
providing incentives to associate more closely their interests with the
interests of JRB's shareholders. These objectives are accomplished by making
Awards under the Plan, thereby providing Participants with a proprietary
interest in the growth and performance of the Company.
2. DEFINITIONS
2.1 "Award" shall mean the grant of any form of stock option
to a Plan Participant pursuant to such terms, conditions, performance
requirements, and limitations as the Committee may establish in order to fulfill
the objectives of the Plan.
2.2 "Award Agreement" shall mean an agreement between the
Company and a Participant that sets forth the terms, conditions, performance
requirements, and limitations applicable to an Award.
2.3 "Board" shall mean the board of directors of JRB.
2.4 "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
2.5 "Committee" shall mean the Compensation Committee of the
Board. If at any time no Committee shall be in office, then the functions of the
committee specified in the Plan shall be exercised by the Board.
2.6 "Company" shall mean JRB and its subsidiaries, including
subsidiaries of subsidiaries.
2.7 "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.
2.8 "Fair Market Value" shall mean the average of the last
sale price of the common stock of JRB on the NASDAQ National Market for the 10
consecutive trading days immediately preceding the date in question.
2.9 "Involuntary Separation without Cause" shall mean a
termination of employment by the Company for reasons other than substantial
failure to perform duties, material violation of Company policies, unethical
activities, misconduct, fraud, or commission of an illegal act; provided, that,
Involuntary
<PAGE>
Separation without Cause does not include a resignation or a voluntary
separation from employment, in either case initiated by a Participant.
2.10 "Participant" shall mean an employee of the Company to
whom an Award has been made under the Plan.
2.11 "Plan" shall mean the James River Bankshares, Inc. 1996
Employee Stock Option Plan.
2.12 "JRB" shall mean James River Bankshares, Inc., a Virginia
corporation.
3. EFFECTIVE DATE AND DURATION OF THE PLAN. The effective date of the
Plan is April 11, 1996, subject to approval of the Plan by the shareholders of
JRB at the annual meeting to be held on May 23, 1996, or any adjournment
thereof. The Plan shall remain in effect until all Awards under the Plan have
been satisfied by the issuance of shares, but no Award shall be granted more
than ten years after the effective date of the Plan.
4. CAPITAL STOCK AVAILABLE FOR AWARDS. The number of shares of common
stock of JRB for which Awards may be granted under the Plan shall not exceed
500,000; provided, however, that in no event may the shares for which awards may
be granted under the Plan exceed in the aggregate 10% of the issued and
outstanding common stock of JRB at any time. As soon as possible after adoption
of the Plan by JRB's shareholders, JRB shall take whatever actions are necessary
to file required documents with the U.S. Securities and Exchange Commission and
any other appropriate governmental authorities and stock exchanges to make
shares of stock available for issuance pursuant to Awards. Stock related to
Awards that are forfeited, terminated, expire unexercised, or are settled in
such manner that all or some of the shares covered by an Award under this Plan
are not issued to a Participant shall immediately become available for Awards
under this Plan.
5. ADMINISTRATION. The Plan shall be administered and interpreted by the
Committee, which shall consist of not less than two persons appointed by the
Board from among its members. A person may serve on the Committee only if he or
she is not eligible and has not received a grant of an Award under the Plan for
at least one year before his or her appointment and otherwise satisfies the
definition of a "disinterested person" for purposes of Rule 16b-3 under the
Exchange Act and satisfies the requirements of an "outside director" for
purposes of Section 162(m) of the Code. No member of the Committee may receive
Awards under the Plan. Without limiting the foregoing, the Committee shall have
full and final authority in its discretion: (i) to make and adopt rules and
regulations for the administration of the Plan; (ii) to conclusively interpret
the provisions of the Plan and to decide all questions of fact arising in its
application; (iii) to determine the employees to whom
2
<PAGE>
Awards shall be made under the Plan; (iv) to determine the type of Award to be
made and the amount, size and terms of each such Award (including, but not
limited to, any exercise price, grant price, or purchase price, any restriction
or condition, any schedule for lapse of restrictions or conditions relating to
transferability or forfeiture, exercisability, or settlement of an Award, and
waivers or accelerations thereof, based in each case on such conditions as the
Committee shall determine); (v) to determine the time when Awards will be
granted; (vi) to prescribe from time to time the form, and the terms, provisions
and conditions not inconsistent with the Plan, of any Award Agreement; and (vii)
to make all other determinations necessary or advisable for the administration
of the Plan. The Committee may designate persons other than its members to carry
out its responsibilities under such conditions or limitations as it may set,
other than its authority with regard to benefits granted to employees who are
officers or directors of JRB for purposes of Section 16 of the Exchange Act.
6. ELIGIBILITY. Participants shall be limited to those officers and
other key employees of the Company who are in positions in which their
decisions, actions and efforts significantly contribute to the success of the
Company. Directors of the Company who are not otherwise officers or employees of
the Company shall not be Participants.
7. AWARDS UNDER THE PLAN. The Committee shall determine the type or
types of Awards to be made to each Participant and shall set forth in each Award
Agreement the terms, conditions, and limitations applicable to each Award.
Awards may be granted singly, in combination or in tandem. Awards may also be
made in combination or in tandem with, in replacement of, or as alternatives to,
grants or rights under any other employee plan of the Company, including the
plan of any acquired entity.
8. INCENTIVE STOCK OPTIONS. Incentive stock options, or substitutes
therefor, are options to purchase shares of common stock of JRB which, in
addition to being subject to applicable terms, conditions and limitations
established by the Committee, comply with Section 422 of the Code. Incentive
stock options shall be evidenced by Award Agreements which shall contain in
substance the following terms and conditions:
8.1 Option Price. The purchase price per share of stock
deliverable upon the exercise of an incentive stock option shall not be less
than 100% of the Fair Market Value of the stock on the day the incentive stock
option is granted, as determined by the Committee.
8.2 Exercise of Option. Each Award Agreement pursuant to which
incentive stock options are granted shall state the period or periods of time
within which the incentive stock option may be exercised by the Participant, in
whole or in part, which shall be such period or periods of time as may be
determined by the
3
<PAGE>
Committee, provided that the exercise period shall not commence earlier than six
months after the date of the grant of the incentive stock option nor end later
than ten years after the date of the grant of the incentive stock option.
8.3 Nontransferability. Each Award Agreement shall state that
the incentive stock option is not transferable other than by will or the laws of
descent and distribution, and during the lifetime of the Participant is
exercisable only by the Participant.
8.4 Payment for Shares. Stock purchased pursuant to an
incentive stock option shall be paid for in full in cash or, unless the
Committee determines otherwise at or prior to the time of exercise, common stock
of JRB at Fair Market Value or a combination thereof, in an amount or having a
combined value equal to the aggregate purchase price for the shares subject to
the incentive stock option or portion thereof being exercised.
8.5 Rights Upon Termination of Employment. In the event that a
Participant ceases to be an employee of the Company for any reason other than
death, disability, retirement (including early retirement) or Involuntary
Separation without Cause, all incentive stock options granted to the Participant
shall lapse forthwith or at such other time as determined by the Committee. In
the event employment ceases because a Participant dies, retires, becomes
disabled, or is Involuntarily Separated without Cause, prior to expiration of
the Participant's incentive stock option, without having fully exercised such
incentive stock option, the Participant shall have the right to exercise the
incentive stock option during its term within a period of three months after the
date employment so ceased, to the extent that the incentive stock option was
exercisable on the date employment ceased.
8.6 Individual Limitations.
8.6.1 Notwithstanding anything herein to the contrary, to
the extent that the aggregate Fair Market Value (determined as of the time the
option is granted) of stock for which any Participant is granted incentive stock
options that are exercisable for the first time during any calendar year (under
all such plans of the Company) shall exceed $100,000 (such excess to be
determined by taking incentive stock options into account in the order in which
granted), such incentive stock options to such extent shall be treated as
options which are not incentive stock options.
8.6.2 Notwithstanding anything herein to the contrary, no
incentive stock option shall be granted to any individual if at the time the
incentive stock option is to be granted the individual owns stock possessing
more than 10% of the total combined voting power of all classes of stock of JRB
or of any parent or subsidiary corporation unless at the time such incentive
stock option is granted the
4
<PAGE>
option price is at least 110% of the Fair Market Value of the stock subject to
the incentive stock option and such incentive stock option by its terms is not
exercisable after the expiration of five years from the date such incentive
stock option is granted.
8.7 Code Compliance. Each Award Agreement pursuant to which
incentive stock options are granted shall contain such other terms, conditions
and provisions as the Committee may determine to be necessary or desirable in
order to qualify such option as a tax-favored option within the meaning of
Section 422 of the Code, or the regulations thereunder. Notwithstanding Section
16, the Board shall have the power without further approval to amend the terms
of the Plan or any Awards or Award Agreements thereunder for such purpose.
8.8 Cashless Exercise. To the extent permitted under the
applicable laws and regulations under Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder, and with the consent of the
Committee, JRB agrees to cooperate in a "cashless exercise" of an incentive
stock option. The cashless exercise shall be effected by the Participant
delivering to a registered securities broker acceptable to the Company
instructions to sell a sufficient number of shares of stock to cover the costs
and expenses associated therewith.
9. NON-QUALIFIED STOCK OPTIONS. Non-qualified stock options, or
substitutes therefore, are options to purchase shares of common stock of JRB
which are not intended to comply with Section 422 of the Code. Non-qualified
stock options shall be evidenced by Award Agreements which shall contain in
substance the following terms and conditions:
9.1 Option Price. The purchase price per share of stock
deliverable upon the exercise of a non-qualified stock option shall be not less
than 100% of the Fair Market Value of the stock on the day the non-qualified
stock option is granted, as determined by the Committee.
9.2 Exercise of Option. Each Award Agreement pursuant to which
non-qualified stock options are granted shall state the period or periods of
time within which the non-qualified stock option may be exercised by the
Participant, in whole or in part, which shall be such period or periods of time
as may be determined by the Committee at the time of grant, provided that the
exercise period shall not commence earlier than six months after the date of the
grant of the non-qualified stock option nor end later than ten years after the
date of the grant of the non-qualified stock option.
9.3 Payment for Shares. Stock purchased pursuant to a
non-qualified stock option shall be paid for in full in cash or, unless the
Committee determines otherwise at or prior to the time of exercise, in common
stock of JRB at Fair Market Value or a combination of cash and such common
stock, in an amount
5
<PAGE>
or having a combined value equal to the aggregate purchase price for the shares
subject to the non-qualified stock option or portion thereof being exercised.
9.4 Rights Upon Termination of Employment. In the event that a
Participant ceases to be an employee of the Company for any reason other than
death, disability, retirement (including early retirement) or Involuntary
Separation without Cause, all non-qualified stock options granted to such
Participant shall lapse forthwith or at such other time as determined by the
Committee. In the event employment ceases because a Participant dies, retires,
or becomes disabled, or is Involuntarily Separated without Cause prior to
expiration of the Participant's non-qualified stock option without having fully
exercised such non-qualified stock option, the Participant shall have the right
to exercise the non-qualified stock option during its term within a period of
three months after the date employment so ceased, to the extent that the
non-qualified stock option was exercisable on the date employment ceased.
9.5 Cashless Exercise. To the extent permitted under the
applicable laws and regulations under Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder, and with the consent of the
Committee, JRB agrees to cooperate in a "cashless exercise" of a non-qualified
stock option. The cashless exercise shall be effected by the Participant
delivering to a registered securities broker acceptable to the Company
instructions to sell a sufficient number of shares of stock to cover the costs
and expenses associated therewith.
10. GENERAL RESTRICTIONS.
10.1 Conditions on Company's Obligations. The Company's
obligations with respect to each Award under the Plan shall be subject to the
requirement that, if at any time the Committee shall determine that (i) the
listing, registration or qualification of the shares of common stock subject or
related thereto upon any securities exchange or under any state or federal law,
(ii) the consent or approval of any government regulatory body, or (iii) an
agreement by the recipient of an award with respect to the disposition of shares
of common stock, is necessary or desirable as a condition of or in connection
with the granting of such Award, such Award may not be consummated in whole or
in part unless such listing, registration, qualification, consent, approval or
agreement shall have been effected or obtained free of any conditions not
acceptable to the Committee.
10.2 Per Employee Limitation on Stock Options. Notwithstanding
anything in this Plan to the contrary, no Participant shall receive incentive
stock options and non-qualified stock options that, in the aggregate, grant the
Participant the option to purchase in excess of 75,000 shares of common stock of
JRB in any given year the Plan is in effect.
6
<PAGE>
11. RIGHTS TO TERMINATE EMPLOYMENT. Nothing in the Plan or in any Award
Agreement or other agreement entered into pursuant to the Plan shall confer upon
any Participant the right to continue in the employment of the Company or affect
any right which the Company may have to terminate the employment of such
Participant.
12. WITHHOLDING. Whenever the Company proposes or is required to issue or
transfer shares of common stock under the Plan, the Company shall have the right
to require the Participant to remit to the Company an amount sufficient to
satisfy any federal, state and/or local tax withholding requirements prior to
the delivery of any certificate for such shares or, in the discretion of the
Committee, the Company may withhold from the shares to be delivered shares
sufficient to satisfy all or a portion of such tax withholding requirements.
13. NONTRANSFERABILITY. No Award under the Plan shall be assignable or
transferable by the Participant other than by will or by the laws of descent and
distribution. During the life of the Participant, all Awards shall be
exercisable only by such person or by such Participant's guardian or legal
representative.
14. NON-UNIFORM DETERMINATION. The Committee's determinations under the
Plan (including without limitation determinations of the persons to receive
Awards, the form, amount and timing of such Awards, the terms, provisions and
conditions of such Awards, the agreements evidencing same, and the establishment
of values and performance targets) need not be uniform and may be made by it
selectively among Participants who receive, or are eligible to receive, Awards
under the Plan, whether or not such persons are similarly situated.
15. ADJUSTMENTS. In the event of any change in the outstanding common
stock of JRB by reason of a stock dividend or distribution, recapitalization,
merger, consolidation, split-up, combination, exchange of shares or the like, in
which the number of shares held by JRB shareholders prior to such event is
affected by such event, then the Committee shall adjust the number of shares of
common stock which may be issued under the Plan and shall provide for an
equitable adjustment of any outstanding Award or the number or kind of shares
issuable pursuant to an outstanding Award under the Plan. Notwithstanding the
foregoing, all changes in the outstanding common stock of JRB shall be
considered in determining the number of shares of outstanding common stock of
JRB for purposes of Section 4 of this Plan.
16. AMENDMENT. The Board may amend, alter, suspend or terminate the Plan
or the Committee's authority to grant Awards under the Plan, except that any
such amendment, alteration, suspension or termination shall be subject to the
ratification or approval of JRBs' shareholders within one year after Board
action if such shareholder ratification or approval is required by any federal
or state law or regulation or the rules of any stock exchange or automated
quotation system on which
7
<PAGE>
the common stock of JRB may then be listed or quoted, or if the Board otherwise,
in its discretion, determines for any other reason to submit such changes to the
Plan to shareholders for approval or ratification. The amendment, alteration,
suspension or termination of the Plan shall not, without the consent of a
Participant, affect the Participant's rights under an Award previously granted.
17. CHANGE OF CONTROL.
17.1 Notwithstanding any other provision of the Plan, if there
is a Change of Control, as defined below, of JRB, all outstanding stock options
shall become exercisable immediately prior to the consummation of the Change of
Control.
17.2 A "Change of Control" of JRB shall be deemed to have
occurred upon the happening of any of the following events:
17.2.1 any "person" (as such term is used in Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes the
beneficial owner, directly or indirectly, of securities of JRB representing
twenty-five percent (25%) or more of the combined voting power of JRB's then
outstanding securities; or
17.2.2 during any period of two consecutive calendar
years, individuals who at the beginning of such period constitute the JRB Board
of Directors cease for any reason to constitute a majority thereof unless the
election or the nomination for election by JRB's Shareholders of each new
director was approved by a vote of at least two-thirds of the JRB directors then
still in office who were directors at the beginning of the period; or
17.2.3 the approval by JRB's shareholders of the merger
or consolidation of JRB with any other corporation or business organization, the
sale of substantially all of the assets of JRB or the liquidation or dissolution
of JRB, unless, in the case of a merger or consolidation, the directors of JRB
in office immediately prior to such merger or consolidation will constitute at
least two-thirds of the directors of the surviving corporation or business
organization of such merger or consolidation and any parent (as such term is
defined in Rule 12b-2 under the Securities Exchange Act of 1934) of such
corporation or business organization.
18. EFFECT ON OTHER PLANS. Participation in the Plan shall not affect an
employee's eligibility to participate in any other benefit or incentive plan of
the Company, and any Awards made pursuant to the Plan shall not be used in
determining the benefits provided under any other plan of the Company unless
specifically provided.
8
<PAGE>
19. COMPLIANCE WITH EXEMPTIVE RULES UNDER SECTION 16 OF THE EXCHANGE ACT.
It is the intent of the Company that transactions involving equity securities
under the Plan by persons subject to Section 16 of the Exchange Act be exempt
under Rule 16b-3 under the Exchange Act. Accordingly, if any provision of the
Plan or any Award agreement does not comply with the requirements of Rule 16b-3
as then applicable to such a transaction, such provision shall be construed or
deemed amended to the extent necessary to conform to such requirements with
respect to such transaction.
20. GOVERNING LAW. To the extent that federal laws do not otherwise
control, the Plan shall be governed by and construed in accordance with the
laws of the Commonwealth of Virginia.
9
