Exhibit 99.1
FIRST BANKSHARES, INC. STOCK
OPTION PLAN
ARTICLE I
Definitions
1.01 Affiliate means any
entity that is a subsidiary corporation of the Company. For this
purpose, “subsidiary corporation” means any corporation
(other than the Company) in an unbroken chain of corporations
beginning with the Company if, at the time of the granting of the
Option one or more of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50 percent
or more of the total combined voting power of all classes of stock
in such corporation.
1.02 Agreement means a
written agreement (including any amendment or supplement thereto)
between the Company and a Participant specifying the terms and
conditions of an Option granted to such Participant.
1.03 Board means the Board of
Directors of the Company.
1.04 Code means the Internal
Revenue Code of 1986 and any amendments thereto.
1.05 Common Stock means the
common stock of the Company.
1.06 Company means First
Bankshares, Inc.
1.07 Fair Market Value means,
on any given date, (i) the last sale price of the Common Stock
for such date or, if the Common Stock was not traded on such day,
then on the next preceding day that the Common Stock was so traded,
or (ii) in the event the Board determines that the last sale
price for the Common Stock is not available or does not provide an
accurate measure of Fair Market Value, such other amount as the
Board shall determine based upon a good faith method of valuation
to be the Fair Market Value.
1.08 Option means a stock
option that entitles the holder to purchase from the Company a
stated number of shares of Common Stock at the price set forth in
an Agreement.
1.09 Participant means an
employee of the Company or of an Affiliate who satisfies the
requirements of Article IV and is selected by the Board to receive
an Option.
1.10 Plan means the First
Bankshares, Inc. Stock Option Plan.
ARTICLE II
Purposes
The Plan is intended to foster and
promote the long-term growth and financial success of the Company
and its Affiliates by assisting the Company in recruiting and
retaining directors and key employees with ability and initiative
by enabling individuals who contribute significantly to the Company
or an Affiliate to participate in its future success and to
associate their interests with those of the Company. The proceeds
received by the Company from the sale of Common Stock pursuant to
this Plan shall be used for general corporate purposes. The Plan is
not expected to have any material effect on the value of issued and
outstanding shares of the Company’s Common Stock.
The Plan is intended to enable stock
options granted under the Plan to qualify as incentive stock
options (“Incentive Stock Options”) under
Section 422 of the Internal Revenue Code of 1986, as amended
(the “Internal Revenue Code”).
ARTICLE III
Administration
The Plan shall be administered by
the Board. The Board shall have authority to grant Options upon
such terms (not inconsistent with the provisions of this Plan) as
the Board may consider appropriate. Such terms may include
conditions (in addition to those contained in the Plan) on the
exercisability of all or any part of an Option. In addition, the
Board shall have complete authority to interpret all provisions of
this Plan; to prescribe the form of Agreements; to adopt, amend and
rescind rules and regulations pertaining to the administration of
the Plan; and to make all other determinations necessary or
advisable for the administration of this Plan. The express grant in
the Plan of any specific power to the Board shall not be construed
as limiting any power or authority of the Board. Any decision made,
or action taken, by the Board in connection with the administration
of this Plan shall be final and conclusive. No member of the Board
shall be liable for any act done with respect to this Plan or any
Agreement or Option. All expenses of administering this Plan shall
be borne by the Company.
ARTICLE IV
Eligibility
4.01 General. Any director of
the Company and any employee of the Company or of any Affiliate
(including any corporation that becomes an Affiliate after the
adoption of this Plan) who, in the judgment of the Board, has
contributed significantly or can be expected to contribute
significantly to the profits or growth of the Company or an
Affiliate may receive one or more Options.
4.02 Grants. The Board shall
designate individuals to whom Options are to be granted and will
specify the number of shares of Common Stock subject to each grant.
All Options granted under this Plan shall be evidenced by
Agreements which shall be subject to applicable provisions of this
Plan and to such other provisions as the Board may
adopt.
ARTICLE V
Shares Subject to
Plan
Upon the exercise of any Option, the
Company shall deliver to the Participant authorized but unissued
shares of Common Stock. The maximum aggregate number of shares of
Common Stock that may be issued pursuant to the exercise of Options
under this Plan is 100,000, subject to the adjustment as provided
in Article XII. If an Option is canceled by mutual agreement of the
Company and a Participant or terminated, in whole or in part, for
any reason other than its exercise, the number of shares of Common
Stock allocated to the Option or portion thereof may be reallocated
to other Options to be granted under this Plan.
ARTICLE VI
Tax Character of
Options
The Board shall have the discretion
to designate whether Options shall be Incentive Stock Options or
non-statutory options. To the extent that an Option exceeds the
limitation described in Article X, the Option shall not be an
Incentive Stock Option.
ARTICLE VII
Price
The price per share paid by a
Participant for Common Stock purchased on the exercise of an Option
shall be equal to the Fair Market Value per share of the
Company’s Common stock on the date the Option is granted. In
no event shall an Option be granted at less than the book value per
share of Common Stock at the time of grant.
ARTICLE VIII
Exercise of Opt
