Exhibit
4
VIRGINIA
COMMERCE BANCORP, INC.
AMENDED AND
RESTATED
1998 STOCK
OPTION PLAN
1. Purpose of the
Plan.
The purpose of
this Virginia Commerce Bancorp, Inc. Amended and Restated 1998
Stock Option Plan (the “Plan”) is to advance the
interests of the Company through providing selected key Employees
and Non-Employee Directors of the Company with the opportunity to
acquire Shares. By encouraging such stock ownership, the
Company seeks to attract, retain and motivate the best available
personnel for positions of substantial responsibility;
to provide additional incentive to key Employees and
Non-Employee Directors of the Company to promote the success of the
business as measured by the value of its shares; and
generally to increase the commonality of interests between key
employees, directors and other stockholders.
2.
Definitions.
As used herein,
the following definitions shall apply.
(a)
“Affiliate” shall mean any “parent
corporation” or “subsidiary corporation” of the
Company, as such terms are defined in Section 424(e) and (f),
respectively, of the Code.
(b)
“Agreement” shall mean a written agreement entered into
in accordance with Paragraph 5(c).
(c)
“Awards” shall mean a grant of Options, unless the
context clearly indicates a different meaning.
(d)
“Company” shall mean Virginia Commerce Bancorp,
Inc.
(e)
“Board” shall mean the Board of Directors of the
Company.
(f)
“Change in Control” shall mean any one of the following
events occurring after the Effective Date: (1) the acquisition of
ownership of, holding or power to vote more than 51% of the
Company’s voting stock, (2) the acquisition of the power to
control the election of a majority of the Company’s
directors, (3) the exercise of a controlling influence over
the management or policies of the Company by any person or by
persons acting as a “group” (within the meaning of
Section 13(d) of the Securities Exchange Act of 1934), or (4) the
failure of Continuing Directors to constitute at least two-thirds
of the Board during any period of two consecutive years. For
purposes of this Plan, “Continuing Directors” shall
include only those individuals who were members of the Board at the
Effective Date and those other individuals whose election or
nomination for election as a member of the Board was approved by a
vote of at least two-thirds of the Continuing Directors then in
office. For purposes of this subparagraph only, the term
“person” refers to an individual or a corporation,
partnership, trust, association, joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or any other form
of entity not specifically listed herein. The decision of the
Committee as to whether a change in control has occurred shall be
conclusive and binding.
(g)
“Code” shall mean the Internal Revenue Code of 1986, as
amended.
(h)
“Committee” shall mean the Stock Option Committee
appointed by the Board in accordance with Paragraph 5(a) hereof, or
in the absence thereof, the Personnel and Compensation Committee of
the Board.
(i)
“Common Stock” shall mean the common stock, par value
$1.00 per share, of the Company.
(j)
“Continuous Service” shall mean the absence of any
interruption or termination of service as an Employee or
Non-Employee Director of the Company. Continuous Service
shall not be considered interrupted in the case of sick leave,
military leave or any other leave of absence approved by the
Company or in the case of transfers between payroll locations of
the Company or between the Company, an Affiliate or a
successor.
(k)
“Effective Date” shall mean the date specified in
Paragraph 13 hereof.
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(l)
“Employee” shall mean any person employed by the
Company or by an Affiliate.
(m)
“Exercise Price” shall mean the price per Optioned
Share at which an Option may be exercised.
(n)
“ISO” means an option to purchase Common Stock which
meets the requirements set forth in the Plan, and which is intended
to be and is identified as an “incentive stock option”
within the meaning of Section 422 of the Code.
(o)
“Market Value” shall mean the fair market value of the
Common Stock, as determined under Paragraph 7(b) hereof.
(p)
“Non-Employee Director” shall mean any member of the
Board who is a “non-employee director” within the
meaning of Rule 16b-3.
(q)
“Non-ISO” means an option to purchase Common Stock
which meets the requirements set forth in the Plan but which is not
intended to be and is not identified as an ISO.
(r)
“Option” means an ISO and/or a Non-ISO.
(s)
“Optioned Shares” shall mean Shares subject to an
Option granted pursuant to this Plan.
(t)
“Participant” shall mean any person who receives an
Award pursuant to the Plan.
(u)
“Plan” shall mean the Virginia Commerce Bancorp, Inc.
Amended and Restated 1998 Stock Option Plan.
(v)
“Rule 16b-3” shall mean Rule 16b-3 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as
amended.
(w)
“Share” shall mean one share of Common
Stock.
3. Term of the Plan
and Awards.
(a)
Term of the Plan. The Plan shall continue in effect for a
term of ten years from the Effective Date, unless sooner terminated
pursuant to Paragraph 16 hereof. No Award shall be granted
under the Plan after ten years from the Effective Date.
(b)
Term of Awards. The term of each Award granted under the Plan
shall be established by the Committee, but shall not exceed 10
years; provided, however, that in the case of an ISO granted to an
Employee who owns Shares representing more than 10% of the
outstanding Common Stock at the time an ISO is granted, the term of
such ISO shall not exceed five years.
4. Shares Subject to
the Plan.
Except as
otherwise required by the provisions of Paragraph 12 hereof, the
aggregate number of Shares deliverable pursuant to Awards shall not
exceed 2,346,672 Shares [as adjusted for the 10% stock
dividend payable on May 1, 2007]. Optioned Shares may
either be authorized but unissued Shares or Shares held in
treasury. If Awards should expire, become unexercisable or be
forfeited for any reason without having been exercised or become
vested in full, the Optioned Shares shall, unless the Plan shall
have been terminated, be available for the grant of additional
Awards under the Plan.
5. Administration of
the Plan.
(a)
Composition of the Committee. The Plan shall be administered
by the Committee, which shall consist of not less than three (3)
members of the Board who are Non-Employee Directors. Members
of the Committee shall serve at the pleasure of the Board. In
the absence at any time of a duly appointed Committee, the Plan
shall be administered by Personnel and Compensation Committee of
the Board.
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(b)
Powers of the Committee. Except as limited by the express
provisions of the Plan or by resolutions adopted by the Board, the
Committee shall have sole and complete authority and discretion (i)
to select Participants and grant Awards, (ii) to determine the form
and content of Awards to be issued in the form of Agreements under
the Plan, (iii) to interpret the Plan, (iv) to prescribe, amend and
rescind rules and regulations relating to the Plan, and (v) to make
other determinations necessary or advisable for the administration
of the Plan. The Committee shall have and may exercise such
other power and authority as may be delegated to it by the Board
from time to time. A majority of the entire Committee shall
constitute a quorum and the action of a majority of the members
present at any meeting at which a quorum is present, or acts
approved in writing by a majority of the Committee without a
meeting, shall be deemed the action of the Committee.
(c)
Agreement. Each Award shall be evidenced by a written
agreement containing such provisions as may be approved by the
Committee. Each such Agreement shall constitute a binding
contract between the Company and the Participant, and every
Participant, upon acceptance of such Agreement, shall be bound by
the terms and restrictions of the Plan and of such Agreement.
The terms of each such Agreement shall be in accordance with the
Plan, but each Agreement may include such additional provisions and
restrictions determined by the Committee, in its discretion,
provided that such additional provisions and restrictions are not
inconsistent with the terms of the Plan. In particular, the
Committee shall set forth in each Agreement (i) the Exercise Price
of an Option, (ii) the number of Shares subject to, and the
expiration date of, the Award, (iii) the manner, time and rate
(cumulative or otherwise) of exercise or vesting of such Award,
(iv) the restrictions, if any, to be placed upon such Award, or
upon Shares which may be issued upon exercise of such Award, and
(v) whether the Option is an ISO or a Non-ISO.
The Chairman of
the Committee and such other officers as shall be designated by the
Committee are hereby authorized to execute Agreements on behalf of
the Company and to cause them to be delivered to the recipients of
Awards.
(d)
Effect of the Committee’s Decisions. All
decisions, determinations and interpretations of
the Committee shall be final and conclusive on all persons affected
thereby.
(e)
Indemnification. In addition to such other rights of
indemnification as they may have, the members of the Committee
shall be indemnified by the Company in connection with any claim,
action, suit or proceeding relating to any action taken or failure
to act under or in connection with the Plan or any Award, granted
hereunder to the full extent provided for under the Company’s
Articles of Incorporation or Bylaws with respect to the
indemnification of Directors.
6.
Grant of Options.
(a)
General Rule. In its sole discretion, the Committee may grant
Options to Employees of the Company or its Affiliates, and may
grant Non-ISOs to Employees and to Non-Employee Directors of the
Company and its Affiliates.
(b) Special
Rules for ISOs. The aggregate Market Value, as of the date
the Option is granted, of the Shares with respect to which ISOs are
exercisable for the first time by an Employee during any calendar
year (under all incentive stock option plans, as
