Exhibit 4.3
F & M BANK
CORP.
EMPLOYEE STOCK PURCHASE
PLAN
ARTICLE 1
PURPOSE
The F & M Bank Corp. Employee
Stock Purchase Plan (the “Plan”) is created for the
purpose of encouraging stock ownership by employees of F & M
Bank Corp. (the “Company”) and its subsidiaries so that
they may share in the growth of the Company by acquiring or
increasing their proprietary interest in the Company.
ARTICLE 2
ADMINISTRATION OF THE PLAN
The Plan shall be administered by
the Company. The interpretation and construction of any provision
of the Plan shall be made by the Company and shall be final and
conclusive. The Company may adopt, from time to time, such rules
and regulations as it deems appropriate for carrying out the Plan.
No officer, director or employee of the Company who is charged with
the administration of the Plan shall be liable for any action or
determination made in good faith with respect to the
Plan.
ARTICLE 3
ELIGIBLE EMPLOYEES
All employees of the Company and its
subsidiaries who are eighteen years of age or older will be
eligible to participate in the Plan.
ARTICLE 4
SHARES TO BE PURCHASED
The stock subject to purchase by
eligible employees under the Plan shall be shares of the common
stock, $5 par value, of the Company (the “Shares”),
which will be purchased in accordance with the Plan. The aggregate
number of Shares authorized for issuance under the Plan is
50,000.
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ARTICLE 5
METHOD OF PURCHASE
A.
Payroll Deductions . Eligible employees, upon entering the
Plan, may authorize payroll deductions to be made for the purchase
of Shares. The deduction may be for any amount, so long as it is
not less than $25, nor more than $1,000 per payroll period, and is
in even dollar amounts. The employee may authorize increases or
decreases in the amount of payroll deductions. In order to effect
such a change in the amount of the payroll deductions, the Company
must receive notice of such change 10 days prior to the
commencement of the relevant pay period. The Company will
accumulate and hold for the employee’s account the amounts
deducted from the employee’s pay. No interest shall be paid
on such amounts. All employees assume the risk of fluctuations in
the market price of the Shares.
B.
Cash Purchases
. Eligible employees may elect to
purchase Shares on a monthly basis by written notice to the Plan
administrator, given at a time specified by the Plan administrator
and stating the total dollar amount of Shares to be purchased. The
written notice shall be accompanied by payment in full in cash or
certified check, or the employee may use another payment method
authorized by the Plan administrator.
ARTICLE 6
EMPLOYER CONTRIBUTION
The Company will not match any
portion of the employee contribution. The Company will pay (i) all
brokerage commissions relating to the purchase of the Shares under
the Plan and (ii) all administrative costs associated with the
implementation and operation of the Plan.
ARTICLE 7
AUTHORIZATION FOR ENTERING THE PLAN
An eligible employee may enter the
Plan by completing, signing and delivering to the Company an
enrollment form provided by the Company. Such authorization will
take effect as of the next practicable payroll period. Unless an
employee authorizes changes to his/her payroll deductions in
accordance with Article 5 or withdraws from the Plan, such
deductions under the latest authorization on file with the Company
shall continue from one payment period to the succeeding payment
period as long as the Plan remains in effect.
ARTICLE 8
PURCHASE OF SHARES
All Shares purchased under the Plan
shall be purchased monthly either from the Company or on the open
market by a securities broker designated from time to time by the
Company. The purchase price of the Shares purchased directly from
the Company will be determined by taking 100% of the closing price
of the Company’s common stock on the immediately preceding
business day. On a monthly basis, the Company shall remit the total
amount of employee payroll deductions and/or cash purchases for
such month to the Plan administrator for the purchase of Shares on
behalf of participating employees. The Shares so
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purchased, including fractional
Shares, shall be allocated to the individual accounts of employees
based upon the purchase price of the Shares and the amounts
contributed by th
