Exhibit 4.4
COMMUNITY BANK OF NORTHERN
VIRGINIA
1993 EMPLOYEES’
INCENTIVE STOCK OPTION PLAN
1.
Grant of
Option . Subject to the terms and conditions
hereinafter set forth, the Bank, with the approval and at the
direction of the Board, hereby grants to the Grantee, as of the
Date of Grant, an option to purchase common stock at an Option
Price per share equal to the fair market value of the common stock
on the Grant Date. Such option is hereinafter referred to as the
“Option” and the shares of stock purchasable upon
exercise of the Option are hereinafter sometimes referred to as the
‘Option Shares.” The Option is intended by the parties
hereto to be, and shall be treated as, an incentive stock option
(as such term is defined under section 422 of the Internal
Revenue Code of 1986).
2.
Interpretation of the
Plan . The Plan shall be construed and interpreted
by the members of the Board of Directors of the Corporation who
comprise the Compensation Committee. (Such members shall be
referred to as the “Committee”). The decision of a
majority of the members of the Committee shall constitute the
decision of the Committee, and the Committee may act (a) at a
meeting at which a majority of the members of the Committee is
present, (b) by simultaneous telephonic communication, or (c) by a
written consent signed by all members of the Committee. The
Committee shall prescribe, amend and rescind rules and regulations
relating to the Plan, and make all other determinations necessary
or advisable in the interpretation and construction of the Plan,
subject to the approval of the Board of Directors.
3.
Exercise of
Options . Subject to such further limitations as are
provided herein, the Option shall become exercisable on and after
the Grant Date, the Grantee having the right to purchase from the
Bank Option Shares as determined by the Compensation Committee and
approved by the Board of Directors.
4.
Stock Subject to the
Plan . There shall be reserved for issuance upon the
exercise of options granted under the Plan, one hundred fifty
thousand (150,000) shares of the Corporation’s common stock,
par value $0.333 per share, which may be authorized but unissued
shares of the Corporation. Subject to Section 7 hereof, the
shares for which options may be granted under the Plan shall not
exceed that number . If any option shall expire
or terminate for any reason without having been exercised in full,
the unpurchased shares subject thereto shall (unless the Plan shall
be terminated) become available for other options under the
Plan.
5.
Fair Market Value
. As used herein, the “fair market value” of
a share of Stock hereunder shall be the average of the high and low
sale prices per share of Stock on the recognized market source, as
determined by the Board, on the applicable date of
reference
1
hereunder, or if there is no sale on such date,
then the average of such high and low sale prices on the last
previous day on which a sale is reported.
6.
Terms of
Option . Each option granted under the Plan shall be
subject to the following terms and conditions.
(a)
Period for Exercise of Option . An option shall only be
exercisable for the period beginning on the Grant Date and ending
on the tenth (10th) year anniversary of the Grant Date.
(b)
Exercise of Options . The option price of each share of
Common Stock purchased upon exercise of an option shall be paid in
full in cash at the time of such exercise. An option may be
exercised at any time or from time to time during the term of the
option as to any or all whole shares which have become subject to
purchase pursuant to the terms of the option.
(c)
Termination of Option . If an optionee ceases to be an
employee of the Corporation f
