Community
Bankers Trust Corporation
2009
Stock Incentive Plan
1.
Purpose and Effective Date .
(a) The
purpose of the Community Bankers Trust Corporation 2009 Stock
Incentive Plan (the “Plan”) is to further the long-term
stability and financial success of Community Bankers Trust
Corporation (the “Company”) by attracting and retaining
personnel, including employees or directors, through the use of
stock incentives. The Company believes that ownership of Company
Stock will stimulate the efforts of those persons upon whose
judgment, interest and efforts the Company is and will be largely
dependent for the successful conduct of its business and will
further the identification of those persons’ interests with
the interests of the Company’s stockholders.
(b) The
Plan was adopted by the Board of Directors of the Company on
April 30, 2009, and shall be effective such date, subject to
the approval of the Plan by the Company’s
stockholders.
(a)
Act . The Securities Exchange Act of 1934, as
amended.
(b)
Applicable Withholding Taxes . The aggregate amount of
federal, state and local income and payroll taxes that the Company
is required to withhold (based on the minimum applicable statutory
withholding rates) in connection with any exercise of an Option or
the award, lapse of restrictions or payment with respect to
Restricted Stock.
(c)
Award . The award of an Option, Restricted Stock, Stock
Appreciation Right or Other Stock-Based Award under the
Plan.
(d)
Board . The Board of Directors of the Company.
(e)
Cause . Dishonesty, fraud, misconduct, incompetence,
negligence, breach of a material fiduciary duty, material breach of
an agreement with the Company, unauthorized use or disclosure of
confidential information or trade secrets, or conviction or
confession of a crime punishable by law (except minor violations),
in each case as determined by the Committee, which determination
shall be binding. Notwithstanding the foregoing, if
“Cause” is defined in an employment agreement between a
Participant and the Company, “Cause” shall have the
meaning assigned to it in such agreement.
(i) The
acquisition by any Person (as defined below) of beneficial
ownership of more than 25% of the total fair market value or total
voting power
of the stock of
the Company;
(ii) Individuals
who constitute the Board on the effective date of this Plan (the
“Incumbent Board”) cease to constitute at least a
majority of the Board, provided that any director whose nomination
was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board will be considered a member of the
Incumbent Board;
(iii) The Company
consummates a reorganization, merger, share exchange or
consolidation (a “Reorganization”), provided that no
change in control will be deemed to have occurred in connection
with any Reorganization involving a corporation or entity owned or
proposed to be owned, directly or indirectly, by stockholders of
the Company if the stockholders’ ownership of the total
voting power of the corporation or entity resulting from such
transaction constitutes at least a majority of the ownership of the
total voting power of the resulting entity and at least a majority
of the members of the board of directors of the resulting entity
were members of the Incumbent Board at the time of the execution of
the initial agreement providing for such transaction;
(iv) Approval by
the stockholders of the Company of a complete liquidation or
dissolution of the Company, or of the sale or other disposition of
all or substantially all of the assets of the Company.
(v) For purposes
of this Section 2(f), “Person” means any
individual, entity or group (within the meaning of
Section 13(d)(3) of the Act), other than any employee benefit
plan (or related trust) sponsored or maintained by the Company or
any affiliated company, and “beneficial ownership” has
the meaning given the term in Rule 13d-3 under the
Act.
(g) Code .
The Internal Revenue Code of 1986, as amended.
(h)
Committee . The Committee appointed to administer the Plan
pursuant to Plan Section 16, or if no such Committee has been
appointed, the Board.
(i) Company
. Community Bankers Trust Corporation, a Delaware
corporation.
(j) Company
Stock . 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 14
below), the shares resulting from such a change shall be deemed to
be Company Stock within the meaning of the Plan.
(k) Date of
Grant . The effective date of an Award granted by the
Committee.
(l)
Disability or Disabled . As to an Incentive Stock Option, a
Disability within the meaning of Code Section 22(e)(3). As to
all other Awards, the Committee shall determine whether a
Disability exists and such determination shall be
conclusive.
(i) If the Company
Stock is listed on any established stock exchange, its Fair Market
Value shall be the closing price for such stock on the Date of
Grant as reported by such exchange, or, if there are no trades on
such date, the value shall be determined as of the last preceding
day on which the Company Stock was traded.
(ii) If the
Company Stock is not publicly traded, the Fair Market Value shall
be determined by the Committee using any reasonable method in good
faith.
(iii) Fair Market
Value shall be determined as of the Date of Grant specified in the
Award.
(n)
Incentive Stock Option . An Option intended to meet the
requirements of, and qualify for favorable federal income tax
treatment under, Code Section 422.
(o)
Nonstatutory Stock Option . An Option that does not meet the
requirements of Code Section 422, or that is otherwise not
intended to be an Incentive Stock Option and is so
designated.
(p)
Option . A right to purchase Company Stock granted under the
Plan, at a price determined in accordance with Section 6 of
the Plan.
(q)
Other Stock-Based Awards . Other types of equity-based or
equity-related Awards not otherwise described by the terms of the
plan.
(r)
Participant . Any individual who is granted an Award under
the Plan.
(s)
Related Option . An Option with respect to which a Stock
Appreciation Right has been granted.
(t)
Restricted Stock . Company Stock awarded upon the terms and
subject to the restrictions set forth in Section 8
below.
(u)
Rule 16b-3 . Rule 16b-3 promulgated under the Act,
including any corresponding subsequent rule or any amendments to
Rule 16b-3 enacted after the effective date of the
Plan.
(v)
Stock Appreciation Right or SAR . An Award, designated as a
stock appreciation right, granted to a Participant under the Plan
as provided in Section 9.
(w)
10% Stockholder . A person who owns, directly or indirectly,
stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or any parent or subsidiary
of the Company. Indirect ownership of stock shall be determined in
accordance with Code Section 424(d).
3.
General . Awards of Options or Restricted Stock may be
granted under the Plan. Options granted under the Plan may be
Incentive Stock Options or Nonstatutory Stock Options.
(a) Subject
to Section 14 of the Plan, there shall be reserved for
issuance under the Plan an aggregate of 2,650,000 shares of Company
Stock, which may include authorized, but unissued, shares. Shares
allocable to Options granted under the Plan that expire or
otherwise terminate unexercised and shares that are forfeited
pursuant to restrictions on Restricted Stock awarded under the Plan
may again be subjected to an Award under this Plan. For purposes of
determining the number of shares that are available for Awards
under the Plan, such number shall include the number of shares
surrendered by a Participant or retained by the Company (i) in
connection with the exercise of an Option or (ii) in payment
of Applicable Withholding Taxes.
(b) Subject
to adjustment as provided in Section 14, no more than an
aggregate of 1,500,000 shares of Company Stock may be issued
pursuant to the exercise of Incentive Stock Options granted under
the Plan (including shares issued pursuant to the exercise of
Incentive Stock Options that are the subject of disqualifying
dispositions within the meaning of Sections 421, 422 and 423
of the Code).
(c) The
maximum number of shares with respect to which Awards may be
granted in any calendar year to any employee during such calendar
year shall be 500,000 shares.
(a) Any
employee or director of the Company (including an employee or
director of a subsidiary or affiliate of the Company) or consultant
retained by the Company or any of its subsidiaries who, in the
judgment of the Committee, has contributed or can be expected to
contribute to the profits or growth of the Company is eligible to
become a Participant. The Committee shall have the power and
complete discretion, as provided in Section 16, to select
eligible Participants and to determine for each Participant the
terms, conditions and nature of the Award and the number of shares
to be allocated as part of the Award; provided, however, that any
Award made to a member of the Committee must be approved by the
Board. The Committee is expressly authorized to make an Award to a
Participant conditioned on the surrender for cancellation of an
existing Award.
(b) The
grant of an Award shall not obligate the Company to pay an employee
any particular amount of remuneration, to continue the employment
of the employee after the grant, or to make further grants to the
employee at any time thereafter.
(c) Non-employee
directors shall not be eligible to receive the Award of an
Incentive Stock Option.
(a) Whenever
the Committee deems it appropriate to grant Options, notice shall
be given to the Participant stating the number of shares for which
Options are granted, the exercise price per share, whether the
options are Incentive Stock Options or Nonstatutory Stock Options,
and the conditions to which the grant and exercise of the Options
are subject. This notice, when duly accepted in writing by the
Participant, shall become a stock option agreement between the
Company and the Participant.
(b) The
Committee shall establish the exercise price of Options. The
exercise price of an Incentive Stock Option shall be not less than
100% of the Fair Market Value of such shares on the Date of Grant,
provided that if the Participant is a 10% Stockholder, the exercise
price of an Incentive Stock Option shall not be less than 110% of
the Fair Market Value of such shares on the Date of Grant. The
exercise price of Nonstatutory Stock Option Awards intended to be
performance-based for purposes of Code Section 162(m) shall not be
less than 100% of the Fair Market Value of such shares on the Date
of Grant.
(c) Subject
to subsection (d) below, Options may be exercised in whole or
in part at such times as may be specified by the Committee in the
Participant’s stock option agreement. The Committee may
impose such vesting conditions and other requirements as the
Committee deems appropriate, and the Committee may include such
provisions regarding a Change in Control as the Committee deems
appropriate.
(d) The
Committee shall establish the term of each Option in the
Participant’s stock option agreement. The term of an
Incentive Stock Option shall not be longer than ten years from the
Date of Grant, except that an Incentive Stock Option granted to a
10% Stockholder shall not have a term in excess of five years. No
Option may be exercised after the expiration of its term or, except
as set forth in the Participant’s stock option agreement,
after the termination of the Participant’s employment. The
Committee shall set forth in the Participant’s stock option
agreement when, and under what circumstances, an Option may be
exercised after termination of the Participant’s employment
or period of service; provided that no Incentive Stock Option may
be exercised after (i) three months from the Participant’s
termination of employment with the Company for reasons other than
Disability or death, or (ii) one year from the
Participant’s termination of employment on account of
Disability or death. The Committee may, in its sole discretion,
amend a previously granted Incentive Stock Option to provide for
more liberal exercise provisions, provided, however, that if the
Incentive Stock Option as amended no longer meets the requirements
of Code Section 422, and, as a result the Option no longer
qualifies for favorable federal income tax treatment under Code
Section 422, the amendment shall not become effective without
the written consent of the Participant.
(e) An
Incentive Stock Option, by its terms, shall be exercisable in any
calendar year only to the extent that the aggregate Fair Market
Value (determined at the Date of Grant) of the Company Stock with
respect to which Incentive Stock Options are exercisable
by
the Participant
for the first time during the calendar year does not exceed
$100,000 (the “Limitation Amount”). Incentive Stock
Options granted under the Plan and all other plans of the Company
and any parent or subsidiary of the Company shall be aggregated for
purposes of determining whether the Limitation Amount has been
exceeded. The Board may impose such conditions as it deems
appropriate on an Incentive Stock Option to ensure that the
foregoing requirement is met. If Incentive Stock Options that first
become exercisable in a calendar year exceed the Limitation Amount,
the excess Options will be treated as Nonstatutory Stock Options to
the extent permitted by law.
(f) If
a Participant dies and if the Participant’s stock option
agreement provides that part or all of the Option may be exercised
after the Participant’s death, then such portion may be
exercised by the personal representative of the Participant’s
estate during the time period specified in the stock option
agreement.
(g) If
a Participant’s employment or services is terminated by the
Company for Cause, the Participant’s Options shall terminate
as of the date of the misconduct.
7. Method
of Exercise of Options .
(a) Options
may be exercised by giving written notice of the exercise to the
Company, stating the number of shares the Participant has elected
to purchase under the Option. Such notice shall be effective only
if accompanied by the exercise price in full in cash; provided
that, if the terms of an Option so permit, the Participant may
(i) deliver Company Stock that the Participant has previously
acquired and owned (valued at Fair Market Value on the date of
exercise), or (ii) deliver a properly executed exercise notice
together with irrevocable instructions to a broker to deliver
promptly to the Company, from the sale or loan proceeds with
respect to the sale of Company Stock or a loan secured by Company
Stock, the amount necessary to pay the exercise price and, if
required by the Committee, Applicable Withholdin
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