33 -
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SIGNET BANKING CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 54-6037910
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7 North Eighth Street
Richmond, Virginia 23219
(804) 771-7416
(Address, including zip code and telephone number,
of Principal Executive Offices)
SIGNET BANKING CORPORATION
1994 STOCK INCENTIVE PLAN
(Full title of the plan)
Sara R. Wilson, Esquire
Executive Vice President and General Counsel
Signet Banking Corporation
7 North Eighth Street
Richmond, Virginia 23219
(804) 771-7416
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copy to
Wellford L. Sanders, Jr., Esquire
McGuire, Woods, Battle & Boothe, L.L.P.
One James Center
Richmond, Virginia 23219
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the registration statement.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
Common Stock
$5.00 par
value 300,000 (1) $30.8125 (2) $9,243,750 $3,188.00
Rights to
Purchase
Series A
Junior
Participating
Preferred
Stock, $20.00
par value (3) 300,000 (1) N/A N/A $100.00
(1) Represents the maximum number of shares of Common Stock of Signet
Banking Corporation (the "Company") that may be offered and sold hereunder.
(2) Estimated solely for purposes of calculating the registration
fee. Based on the average of the high and low prices for the Common Stock
reported on the New York Stock Exchange on January 23, 1995.
(3) The Rights to purchase Series A Junior Participating Preferred
Stock will be attached to and will trade with shares of the Common Stock of
the Registrant. Value attributable to such Rights, if any, will be
reflected in the market price of the shares of Common Stock of the
Registrant. The fee paid represents the minimum statutory fee pursuant to
Section 6(b) of the Securities Act of 1933.
<PAGE>
PART II.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Company and the Signet Banking Corporation 1994 Stock Incentive Plan
(the "Plan") hereby incorporate by reference into this Registration Statement
the documents listed below which have been filed with the Securities and
Exchange Commission.
(a) The Company's latest annual report on Form 10-K filed pursuant to
Section 13 or 15(d) of the Exchange Act or the latest prospectus filed
pursuant to Rule 424(b) or (c) under the Securities Act which contains, either
directly or by incorporation by reference, audited financial statements for
the Company's latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report or
the prospectus referred to in (a) above.
(c) The Company's definitive proxy statement filed pursuant to Section
14 of the Exchange Act in connection with the latest annual meeting of its
shareholders, and any definitive proxy statements so filed in connection with
any subsequent special meetings of its shareholders.
(d) The description of the class of securities to be offered which is
contained in a registration statement filed under Section 12 of the Exchange
Act, including any amendment or report filed for the purpose of updating such
description.
Each document or report subsequently filed by the Company and the Plan
with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act after the date of this Registration Statement, but prior to the
filing of a posteffective amendment to this Registration Statement which
indicates that all securities offered by this Registration Statement have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement. Each
document or report incorporated into this Registration Statement by reference
shall be deemed to be a part of this Registration Statement from the date of
the filing of such document with the Commission until the information
contained therein is superseded or updated by any subsequently filed document
which is incorporated by reference into this Registration Statement.
Item 5. Interests of Named Experts and Counsel
Certain legal matters in connection with the Signet Banking Corporation
1994 Stock Incentive Plan and the Common Stock offered hereby are being passed
upon for the Company by the law firm of McGuire, Woods, Battle & Boothe, L.L.P.
The consolidated financial statements of the Company, as of December 31,
1993 and 1992, and for each of the three years in the period ended December
31, 1993, incorporated by reference in the Company's Annual Report on Form
10-K have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers
Article 10 of the Virginia Stock Corporation Act allows, in general, for
indemnification, in certain circumstances, by a corporation of any person
threatened with or made a party to any action, suit or proceeding by reason of
the fact that he or she is, or was, a director, officer, employee or agent of
such corporation. Indemnification is also authorized with respect to a
criminal action or proceeding where the person had no reasonable cause to
believe that his or her conduct was unlawful. Article 9 of the Virginia Stock
Corporation Act provides limitations on damages by officers and directors,
except in cases of willful misconduct or knowing violation of the criminal
law.
The registrant's Restated Articles of Incorporation, as amended, provide
for mandatory indemnification of any director or officer of the registrant who
is or was a party to any proceeding by reason of the fact that he or she is or
was a director or officer of the registrant or is or was serving the
registrant or any other legal entity in any capacity at the request of the
registrant while a director or officer of the registrant against all
liabilities and expenses incurred in the proceeding, except such liabilities
and expenses as are incurred because of such director's or officer's willful
misconduct or knowing violation of the criminal law.
The registrant's Restated Articles of Incorporation, as amended, also
provide that in every instance permitted under Virginia corporate law in
effect from time to time, the liability of a director or officer of the
registrant to the registrant or its shareholders shall not exceed one dollar.
The registrant maintains a standard policy of officers' and directors'
liability insurance.
Item 8. Exhibits
See Index to Exhibits.
Item 9. Undertakings
The undersigned registrant hereby undertakes or acknowledges:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(1) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(i) 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;
(ii) 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 (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 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 posteffective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) 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 Exchange Act, and each filing of the 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 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 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 Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant.
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 Richmond, Commonwealth of Virginia,
on January 24, 1995.
SIGNET BANKING CORPORATION
Registrant
By: /s/ Sara R. Wilson, Esquire
Sara R. Wilson, Esquire
Corporate Secretary
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on January 24, 1995.
Chairman of the Board, Chief
Executive Officer, and Director
/s/ Robert M. Freeman (Principal Executive Officer)
Robert M. Freeman
President, Chief Operating
/s/ Malcolm S. McDonald Officer and Director
Malcolm S. McDonald
Senior Executive Vice President and
Chief Financial Officer
/s/ Wallace B. Millner, III (Principal Financial Officer)
Wallace B. Millner, III
/s/ J. Henry Butta Director
J. Henry Butta
/s/ Norwood H. Davis, Jr. Director
Norwood H. Davis, Jr.
/s/ William C. DeRusha Director
William C. DeRusha
/s/ Bruce C. Gottwald, Jr. Director
Bruce C. Gottwald, Jr.
/s/ William R. Harvey Director
William R. Harvey
Director
Elizabeth G. Helm
/s/ Robert M. Heyssel Director
Robert M. Heyssel
Director
Henry A. Rosenberg, Jr.
/s/ Louis B. Thalheimer Director
Louis B. Thalheimer
/s/ Stanley I. Westreich Director
Stanley I. Westreich
<PAGE>
The Plan.
Pursuant to the requirements of the Securities Act of 1933, the members
of the plan Committee have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Richmond, Commonwealth of Virginia, on January 24, 1995.
SIGNET BANKING CORPORATION
1994 STOCK INCENTIVE PLAN
By: /s/ William R. Harvey, Ph.D.
William R. Harvey, Ph.D.
Chairman of the Plan
Administration Committee
<PAGE>
Exhibit Index
The following exhibits are filed herewith as part of this Registration
Statement:
Exhibit
No.
5.1 Opinion and Consent of McGuire, Woods,
Battle & Boothe, L.L.P., Counsel to the
Company as to the validity of the Common
Stock offered hereunder
24.1 Consent of Independent Auditors
24.2 Consent of McGuire, Woods, Battle & Boothe, L.L.P.,
(included in Exhibit 5.1)
28.1 Signet Banking Corporation
1994 Stock Incentive Plan
Exhibit 5.1
January 24, 1995
Signet Banking Corporation
7 North 8th Street
Richmond, Virginia 23219
Ladies and Gentlemen:
We have acted as counsel for Signet Banking Corporation (the
"Company") in connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company with the Securities Exchange
Commission pursuant to the Securities Act of 1933, as amended, with respect
to the offering of up to 300,000 shares of common stock, $5.00 par value
per share (the "Common Stock"), and attached Rights to Purchase Series A
Junior Participating Preferred Stock, $20.00 par value per share (the
"Rights"), to be issued pursuant to the Signet Banking Corporation 1994
Stock Incentive Plan (the "Plan").
In connection with this opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of the
Company's documents and records and such public documents and records as we
have deemed necessary as a basis for the opinion expressed below.
Based upon the foregoing, and having due regard for such
legal considerations as we have deemed relevant, we are of the opinion
that:
1. The Company is a corporation duly organized and validly
existing under the laws of the Commonwealth of Virginia.
2. The Common Stock to be offered through the Plan has
been duly authorized, and when issued upon the terms set forth in the Plan,
will be validly issued, fully paid and non-assessable.
3. We reaffirm our opinion regarding the Rights given to
the Company's Board of Directors as confirmed in our letter of May 23,
1989, a copy of which is filed as a part of Exhibit 5 to the Company's
Registration Statement on Form S-3 (Registration No. 33-46012) and is
incorporated herein by reference.
In our opinion regarding the rights referred to above, we
discussed whether certain provisions of Section 13.1-638 of
the Virginia Code might prohibit the restrictions on transfer imposed under
the agreement governing the Rights. Subsequent to the date of such
opinion, the Virginia Code was amended to provide that, notwithstanding
such provisions of Section 13.1-638, the terms of rights issued by a
corporation may include restrictions on transfer by designated persons or
classes of persons.
We hereby consent to the filing of this Opinion as an exhibit to
the Registration Statement and to the reference to us under the caption
"Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ McGuire, Woods, Battle & Boothe, L.L.P.
Exhibit 24.1
CONSENT OF ERNST & YOUNG LLP
INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Interests of Named
Experts and Counsel" in the Registration Statement (Form S-8) pertaining to the
1994 Stock Incentive Plan of Signet Banking Corporation and to the
incorporation by reference therein of our report dated January 21, 1994,
with respect to the consolidated financial statements of Signet Banking
Corporation incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1993, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Richmond, Virginia
January 19, 1995
EXHIBIT 28.1
SIGNET BANKING CORPORATION
1994 STOCK INCENTIVE PLAN
1. Purpose. The Signet Banking Corporation 1994 Stock
Incentive Plan (the "Plan") was adopted February 22, 1994 subject to
approval by shareholders. The Plan was adopted to further the long term
stability and financial success of Signet Banking Corporation (the
"Company") by attracting and retaining key employees through the use of
stock incentives. It is believed that ownership of Company Stock will
stimulate the efforts of eligible participants upon whose judgment and
interest the Company is and will be largely dependent for the successful
conduct of its business. It is also believed that Incentive Awards granted
to such participants under this Plan will strengthen their desire to remain
with and provide services to the Company and will further the
identification of their interests with those of the Company's shareholders.
The Plan is intended to conform to the provisions of Securities
and Exchange Commission Rule 16b-3 ("Rule 16b-3").
2. Definitions. As used in the Plan, the following terms have
the meanings indicated:
(a) "Board" means the board of directors of the Company.
(b) "Change of Control" means:
(i) The acquisition, other than from the Company, by
any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended, of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934) of 20% or more of either the then
outstanding shares of common stock of the Company or the
combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors, but excluding for this purpose, any
such acquisition by the Company or any of its subsidiaries,
or any employee benefit plan (or related trust) of the
Company 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 Company 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 Company or the
combined voting power of the then outstanding voting
securities of the Company 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 Company'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 Company (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Securities
Exchange Act of 1934); or
(iii) Approval by the shareholders of the Company 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 en-
titled 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 Company or of its sale or
other disposition of all or substantially all of the assets
of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as
amended.
(d) "Committee" means the committee appointed by the Board
as described under Section 13.
(e) "Company" means Signet Banking Corporation, a Virginia
corporation.
(f) "Company Stock" means common stock of the Company. If
the par value of the Company Stock is changed, or in the event
of a change in the capital structure of the Company (as
provided in Section 12), the shares resulting from such a
change shall be deemed to be Company Stock within the meaning
of the Plan.
(g) "Date of Grant" means the date on which an Incentive
Award is granted by the Committee.
(h) "Disability" or "Disabled" means, in general, the
inability to perform the services for which the Participant was
employed. The Committee shall determine whether a Disability
exists and such determination shall be conclusive.
(i) "Fair Market Value" means, on any given date, the
average of the high and low price on such date as reported on
The New York Stock Exchange-Composite Transactions Tape. In
the absence of any such sale, fair market value means the
average of the closing bid and asked prices of a share of
Common Stock on such date as reported by such source. In the
absence of such average or if shares of Common Stock are no
longer traded on The New York Stock Exchange, the fair market
value shall be determined by the Committee using any reasonable
method in good faith.
(j) "Incentive Award" means, collectively, the award of
Restricted Stock or Incentive Stock under the Plan.
(k) "Incentive Stock" means Company Stock awarded when
performance goals are achieved pursuant to an incentive plan as
provided in Section 7.
(l) "Insider" means a person subject to Section 16(b) of
the Securities Exchange Act of 1934.
(m) "Parent" means, with respect to any corporation, a
"parent corporation" of that corporation within the meaning of
Section 424(e) of the Code.
(n) "Participant" means any person who receives an
Incentive Award under the Plan.
(o) "Restricted Stock" means Company Stock awarded upon the
terms and subject to the restrictions set forth in Section 6.
(p) "Restricted Stock Award" means an award of Restricted
Stock granted under the Plan.
(q) "Rule 16b-3" means Rule 16b-3 of the Securities and
Exchange Commission promulgated under the Securities Exchange
Act of 1934. 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 enacted after
the effective date of the Plan's adoption.
(r) "Subsidiary" means, with respect to any corporation, a
"subsidiary corporation" of that corporation within the meaning
of Section 424(f) of the Code.
(s) "Window Period" means the period beginning on the third
business day and ending on the twelfth business day following
the release for publication of quarterly or annual summary
statements of the Company's sales and earnings. The release
for publication shall be deemed to have occurred if the
specified financial data (i) appears on a wire service, (ii)
appears in a financial news service, (iii) appears in a
newspaper of general circulation or (iv) is otherwise made
publicly available.
3. General. The following types of Incentive Awards may be
granted under the Plan: Restricted Stock and Incentive Stock.
4. Stock. Subject to Section 12 of the Plan, there shall be
reserved for issuance under the Plan an aggregate of 300,000 shares of
Company Stock, which shall be authorized, but unissued shares. Shares
allocable to Incentive Awards under this Plan, that expire or terminate may
again be subjected to an Incentive Award under the Plan. The Committee is
expressly authorized to make an Incentive Award to a Participant
conditioned upon the surrender for cancellation of an existing Incentive
Award. For purposes of determining the number of shares that are available
for issuance under the Plan, such number shall, if permissible under Rule
16b-3, include the number of shares surrendered by a participant or
retained by the Company in payment of federal and state income tax
withholding liability upon exercise or receipt of an Incentive Award.
5. Eligibility.
(a) All present and future employees who hold positions
with management responsibilities with the Company (or any Parent or
Subsidiary of the Company, whether now existing or hereafter created or
acquired) shall be eligible to receive Incentive Awards under the Plan.
The Committee shall have the power and complete discretion, as provided in
Section 13, to select persons to receive Incentive Awards and to determine
for each Participant the terms and conditions, the nature of the award and
the number of shares to be allocated to each Participant as part of each
Incentive Award.
(b) The grant of an Incentive Award shall not obligate the
Company or any Parent or Subsidiary of the Company to pay a Participant any
particular amount of remuneration, to continue the employment of the
Participant after the grant or to make further grants to the Participant at
any time thereafter.
6. Restricted Stock Awards.
(a) Whenever the Committee deems it appropriate to grant a
Restricted Stock Award, notice shall be given to the Participant stating
the number of shares of Restricted Stock for which the Restricted Stock
Award is granted and the terms and conditions to which the Restricted Stock
Award is subject. This notice, when accepted in writing by the Participant
shall become an award agreement between the Company and the Participant and
certificates representing the shares shall be issued and delivered to the
Participant. A Restricted Stock Award may be made by the Committee in its
discretion without cash consideration.
(b) Restricted Stock issued pursuant to the Plan shall be
subject to the following restrictions:
(i) Restricted Stock may not be sold, assigned,
transferred or disposed of within a six-month period
beginning on the Date of Grant, and Restricted Stock may not
be pledged, hypothecated or otherwise encumbered within a
six-month period beginning on the Date of Grant if such
action would be treated as a sale or disposition under Rule
16b-3.
(ii) None of such shares may be sold, assigned,
transferred, pledged, hypothecated, or otherwise encumbered
or disposed of until the restrictions on such shares shall
have lapsed or shall have been removed pursuant to paragraph
(d) or (e) below.
(iii) If a Participant ceases to be employed by the
Company or a Parent or Subsidiary of the Company, the
Participant shall forfeit to the Company any shares of
Restricted Stock, the restrictions on which shall not have
lapsed or shall not have been removed pursuant to paragraph
(d) or (e) below, on the date such Participant shall cease
to be so employed.
(c) Upon the acceptance by a Participant of a Restricted
Stock Award, such Participant shall, subject to the restrictions set forth
in paragraph (b) above, have all the rights of a shareholder with respect
to the shares of Restricted Stock subject to such Restricted Stock Award,
including, but not limited to, the right to vote such shares of Restricted
Stock and the right to receive all dividends and other distributions paid
thereon. Certificates representing Restricted Stock shall bear a legend
referring to the restrictions set forth in the Plan and the Participant's
award agreement.
(d) The Committee shall establish as to each Restricted
Stock Award the terms and conditions upon which the restrictions set forth
in paragraph (b) above shall lapse. Such terms and conditions may include,
without limitation, the passage of time, the meeting of performance goals,
the lapsing of such restrictions as a result of the Disability, death or
retirement of the Participant, or the occurrence of a Change of Control.
(e) Notwithstanding the forfeiture provisions of paragraph
(b)(ii) above, the Committee may at any time, in its sole discretion,
accelerate the time at which any or all restrictions will lapse or remove
any and all such restrictions.
(f) Each Participant shall agree at the time his Restricted
Stock Award is granted, and as a condition thereof, to pay to the Company,
or make arrangements satisfactory to the Company regarding the payment to
the Company of, the aggregate amount of any Federal, state or local taxes
of any kind required by law to be withheld with respect to the shares of
Restricted Stock subject to the Restricted Stock Award. Until such amount
has been paid or arrangements satisfactory to the Company have been made,
no stock certificate free of a legend reflecting the restrictions set forth
in paragraph (b) above shall be issued to such Participant.
(g) The Company may place on any certificate representing
Company Stock issued in connection with an Incentive Award any legend
deemed desirable by the Company's counsel to comply with Federal or state
securities laws, and the Company may require a customary written indication
of the Participant's investment intent.
7. Incentive Stock Awards.
(a) Incentive Stock may be issued pursuant to the Plan in
connection with incentive programs established from time to time by the
Committee when performance criteria established by the Committee as part of
the incentive program have been achieved. If the objectives established by
the Committee as a prerequisite to the receipt of Incentive Stock have not
been achieved, no stock will be issued, except as provided in (c). A
Participant eligible for the receipt or issuance of incentive shares will
have no rights as a stockholder before actual receipt of the Incentive
Stock.
(b) Whenever the Committee deems it appropriate, the
Committee may establish an incentive program and notify Participants of
their participation in and the terms of the incentive program. More than
one incentive program may be established by the Committee and they may
operate concurrently or for varied periods of time and a Participant may be
permitted to participate in more than one incentive program at the same
time. Incentive Stock will be issued only subject to the incentive program
and the Plan and consistent with meeting the performance goals set by the
Committee. A Participant in an incentive program shall have no rights as a
shareholder until Incentive Stock is issued. Incentive Stock may be issued
without cash consideration.
(c) The Committee may provide in the incentive program, or
subsequently, that Incentive Stock will be issued if a Change of Control
occurs even though the performance goals set by the Committee have not been
met.
(d) A Participant's interest in an incentive program may
not be sold, assigned, transferred, pledged, hypothecated, or otherwise
encumbered.
(e) Each Participant shall agree as a condition of his
participation in an incentive program and the receipt of Incentive Stock,
to pay to the Company, or make arrangements satisfactory to the Company
regarding the payment to the Company of, the aggregate amount of any
Federal, state or local taxes of any kind required by law to be withheld
with respect to the shares of Incentive Stock received. Until such amount
has been paid or arrangements satisfactory to the Company have been made,
no stock certificate free of a legend reflecting the restrictions set forth
in paragraph (b) above shall be issued to such Participant.
(f) The Company may place on any certificate representing
Company Stock issued in connection with an Incentive Award any legend
deemed desirable by the Company's counsel to comply with Federal or state
securities laws, and the Company may require a customary written indication
of the Participant's investment intent.
8. Applicable Withholding Taxes. As an alternative to making a
cash payment to the Company to satisfy tax withholding obligations, the
Committee may establish procedures permitting the Participant to elect to
(a) deliver shares of already owned Company Stock or (b) have the Company
retain that number of shares of Company Stock that would satisfy all or a
specified portion of the Federal, state and local tax liabilities of the
Participant arising in the year the Incentive Award becomes subject to tax.
Any such election shall be made only in accordance with procedures
established by the Committee.
9. Nontransferability of Incentive Awards. Incentive Awards,
by their terms, shall not be transferable except by will or by the laws of
descent and distribution.
10. Effective Date of the Plan. The Plan shall be
effective on February 22, 1994 and shall be submitted to the shareholders
of the Company for approval. Until (i) the Plan has been approved by the
Company's shareholders, and (ii) the requirements of any applicable State
securities laws have been met, no Restricted Stock shall be awarded, and no
Incentive Stock shall be issued.
11. Termination, Modification, Change. If not sooner
terminated by the Board, this Plan shall terminate at the close of business
on February 21, 2004. No Incentive Awards shall be made under the Plan
after its termination. The Board may terminate the Plan or may amend the
Plan in such respects as it shall deem advisable; provided, that, if and to
the extent required by Rule 16b-3, no change shall be made that materially
increases the total number of shares of Company Stock reserved for issuance
pursuant to Incentive Awards granted under the Plan (except pursuant to
Section 12), materially modifies the requirements as to eligibility for
participation in the Plan, or materially increases the benefits accruing to
Participants under the Plan, unless such change is authorized by the
shareholders of the Company. Notwithstanding the foregoing, the Board may
amend the Plan and unilaterally amend Incentive Awards as it deems
appropriate to ensure compliance with Rule 16b-3. Except as provided in
the preceding sentence, a termination or amendment of the Plan shall not,
without the consent of the Participant, detrimentally affect a
Participant's rights under an Incentive Award previously granted to him.
12. Change in Capital Structure.
(a) In the event of a stock dividend, stock split or
combination of shares, recapitalization or merger in which the Company is
the surviving corporation or other change in the Company's capital stock
(including, but not limited to, the creation or issuance to shareholders
generally of rights, options or warrants for the purchase of common stock
or preferred stock of the Company), the number and kind of shares of stock
or securities of the Company to be subject to the Plan, the maximum number
of shares or securities which may be delivered under the Plan, and other
relevant provisions shall be appropriately adjusted by the Committee, whose
determination shall be binding on all persons. If the adjustment would
produce fractional shares with respect to any Incentive Award, the
Committee may adjust appropriately the number of shares covered by the
Incentive Award so as to eliminate the fractional shares.
(b) If the Company is a party to a consolidation or a
merger in which the Company is not the surviving corporation, a transaction
that results in the acquisition of substantially all of the Company's
outstanding stock by a single person or entity, or a sale or transfer of
substantially all of the Company's assets, the Committee may take such
actions with respect to outstanding Incentive Awards as the Committee deems
appropriate.
(c) Notwithstanding anything in the Plan to the contrary,
the Committee may take the foregoing actions without the consent of any
Participant, and the Committee's determination shall be conclusive and
binding on all persons for all purposes.
13. Administration of the Plan. The Plan shall be
administered by a Committee consisting of not less than three Directors of
the Company, who meet the requirements of paragraph (d) below and are
appointed by the Board. Subject to paragraph (d) below, the Committee
shall be the Compensation Committee unless the Board shall appoint another
Committee to administer the Plan. The Committee shall have general
authority to impose any limitation or condition upon an Incentive Award the
Committee deems appropriate to achieve the objectives of the Incentive
Award and the Plan and, in addition, and without limitation and in addition
to powers set forth elsewhere in the Plan, shall have the following
specific authority:
(a) The Committee shall have the power and complete
discretion to determine (i) which Participants shall receive
Incentive Awards and the nature of each Incentive Award, (ii)
the number of shares of Company Stock to be covered by each
Incentive Award, (iii) the fair market value of Company Stock,
(iv) the time or times when an Incentive Award shall be
granted, (v) whether an Incentive Award shall become vested
over a period of time and when it shall be fully vested,
(vi) whether a Disability exists, (vii) conditions relating to
the length of time before disposition of Company Stock received
in connection with an Incentive Award is permitted, (viii)
whether to approve a Participant's election to deliver shares
of already owned Company Stock, or to have the Company withhold
from the shares to be issued to satisfy tax liabilities in
connection with an Incentive Award, (ix) the terms and
conditions applicable to Restricted Stock Awards, (x) the terms
and conditions on which restrictions upon Restricted Stock
shall lapse, (xi) whether to accelerate the time of receipt of
Incentive Stock or the time when any or all restrictions with
respect to Restricted Stock will lapse or be removed, (xii)
notice provisions relating to the sale of Company Stock
acquired under the Plan, (xiii) the terms of incentive
programs, performance criteria and other factors relevant to
the issuance of Incentive Stock or the lapse of restrictions on
Restricted Stock, and (xiv) any additional requirements
relating to Incentive Awards that the Committee deems
appropriate. The Committee shall also have the power to amend
the terms of previously granted Incentive 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 him,
except that such consent will not be required if such amendment
is for the purpose of complying with Rule 16b-3.
(b) The Committee may adopt rules and regulations for
carrying out the Plan. The interpretation and construction of
any provision of the Plan by the Committee shall be final and
conclusive. The Committee may consult with counsel, who may be
counsel to the Company, and shall not incur any liability for
any action taken in good faith in reliance upon the advice of
counsel.
(c) A majority of the members of the Committee shall
constitute a quorum, and all actions of the Committee shall be
taken by a majority of the members present. Any action may be
taken by a written instrument signed by all of the members, and
any action so taken shall be fully effective as if it had been
taken at a meeting.
(d) The Board from time to time may appoint members
previously appointed and may fill vacancies, however caused, in
the Committee. If and to the extent required by Rule 16b-3,
all members of the Committee shall be "disinterested persons",
as that term is defined in Rule 16b-3.
14. Notice. All notices and other communications required
or permitted to be given under this Plan shall be in writing and shall be
deemed to have been duly given if delivered personally or mailed first
class, postage prepaid, as follows (a) if to the Company - at its principal
business address to the attention of the Treasurer; (b) if to any
Participant - at the last address of the Participant known to the sender at
the time the notice or other communication is sent.
15. Interpretation. The terms of this Plan are governed by
the laws of the Commonwealth of Virginia.
