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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 for a
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