Exhibit 10.5
FIRST BANKSHARES,
INC.
FORM OF
EMPLOYEE STOCK OPTION
AGREEMENT
THIS AGREEMENT made and entered into
as of the day of
,
200 , between First Bankshares, Inc., a
Virginia corporation, (hereinafter called the
“Company”) and
,
(hereinafter called the “Employee”);
WHEREAS, the Company has determined
that it is in the best interests of the Company to provide an
incentive to Employee to acquire a proprietary interest in the
Company and, as a stockholder, to share in its success, thus
creating an added incentive for each Employee to counsel and
consult effectively for the Company and in the Company’s
interest;
WHEREAS, the Company maintains the
First Bankshares, Inc. Stock Option Plan, (hereinafter the
“Plan”);
WHEREAS, participation in the Plan
is effected by an award of the Board of Directors and the execution
of this Stock Option Agreement (the
“Agreement”).
NOW, THEREFORE, in consideration of
the mutual covenants hereafter set forth and for other good and
valuable consideration, the parties hereby agree as
follows:
SECTION ONE
GRANT OF OPTION
The Company hereby grants to
Employee, as of
,
200 , as a matter of this separate Agreement
and not in lieu of any other compensation, the right and option
(hereafter called the “Option”,) to purchase
whole shares of authorized, but unissued, common stock of the
Company, on the terms and conditions herein set forth. The Option
granted hereunder shall be exercisable by Employee, subject to all
terms and conditions set forth in the Plan and this Agreement. 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).
SECTION TWO
PRICE OF OPTION SHARES
The purchase price of the shares of
common stock subject to this Option shall be
and
Dollars
($ ) per
share.
SECTION THREE
INSTALLMENT EXERCISE
Subject to such further limitations
as provided herein, this Option shall become exercisable in
installments, the Employee having the right hereunder to purchase
from the Company the following number of shares upon exercise of
the Option on and after the following date, in cumulative
fashion:
(a) on and after the date of grant,
up to
shares.
Notwithstanding the
foregoing
