-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FUrJ55O5pJrf3cy2K+0sL9mKBgYUk1V3qugFrupjcGEeccJJ1H0TwG/6tp58md4o xRREKcpdvtsHBRtxskxcfw== 0000740971-01-500017.txt : 20010725 0000740971-01-500017.hdr.sgml : 20010725 ACCESSION NUMBER: 0000740971-01-500017 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 REFERENCES 429: 333-07109 REFERENCES 429: 333-83175 FILED AS OF DATE: 20010724 EFFECTIVENESS DATE: 20010724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLD POINT FINANCIAL CORP CENTRAL INDEX KEY: 0000740971 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 541265373 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-65684 FILM NUMBER: 1686648 BUSINESS ADDRESS: STREET 1: 1 WEST MELLEN ST CITY: HAMPTON STATE: VA ZIP: 23663 BUSINESS PHONE: 7577281247 MAIL ADDRESS: STREET 1: 1 WEST MELLEN ST CITY: HAMPTON STATE: VA ZIP: 23663 S-8 1 s8-7242001.txt S8 FILING 7-24-2001 As filed with the Securities and Exchange Commission on July 24, 2001 Registration No.: 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OLD POINT FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Virginia 54-1265373 (State of Incorporation (IRS Employer Identification or Organization) No.) 1 West Mellen Street Hampton, Virginia 23663 (Address of Principal Executive (Zip Code) Offices) OLD POINT FINANCIAL CORPORATION 1998 STOCK OPTION PLAN (Full title of the plan) ___________ Robert F. Shuford Copy to: Jacob A.Lutz, III President and Chief Executive Officer Troutman Sanders Mays & Valentine LLP Old Point Financial Corporation 1111 East Main St., 1 West Mellen Street Bank of America Center Hampton, Virginia 23663 Richmond, Virginia 23219 Telephone: (757) 728-1200 Telephone: (804) 697-1490 (Name and Address of Agent for Service Process) CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Maximum Title of Securities Amount to be Offering Price Aggregate Amount of to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee - ------------------------------------------------------------------------------------------- Common Stock, $5.00 par value 200,000 $24.00 $4,800,000.00 $1,200
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions as provided in the plans described herein. (2) Pursuant to Rule 457(h)(1) under the Securities Act, these figures are based upon the average of the high and low prices of the Common Stock on July 20, 2001, as reported in the NASD SmallCap System, and are used solely for the purpose of calculating the registration fee. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Old Point Financial Corporation (the "Company") will furnish shareholders with annual reports containing audited financial statements and with quarterly reports containing unaudited financial statements for the first three quarters of each fiscal year. Copies of these documents, and any other communications sent to the Company's shareholders generally, also will be furnished to all employees (including non-employee directors) eligible to participate in the Company's 1998 Stock Option Plan. The Company hereby incorporates herein by reference into this Registration Statement the following documents filed by the Company with the Securities and Exchange Commission (the "Commission"): (a) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed pursuant to Section 13 of the 1934 Act; (b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001; and, (c) The description of the Company's Common Stock contained in the "Description of Common Stock" in the Company's Prospectus filed as part of the Registration Statement on Form S-14, Registration No. 2-89581, with the Commission on February 22, 1984. All documents filed by the Company after the date of this registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all the Company's common stock offered hereby has been sold or which deregisters such Company common stock then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Title 13.1, Chapter 9, Article 10 of the Code of Virginia of 1950, as amended, permits a Virginia corporation in general to indemnify any of its officers and directors, and any person II-1 serving at its request as an officer or director or another corporation or enterprise if he acted in good faith and in a manner which he believed to be in, or not opposed to, the best interest of the corporation. In the event, however, that such person is adjudged liable to the corporation, he will not be entitled to indemnification. The statute also permits a corporation to provide other or further indemnity in its articles of incorporation, or in a bylaw or resolution approved by its directors or shareholders, except for an indemnity against willful misconduct or a knowing violation of criminal law. Furthermore, unless limited by its articles of incorporation, a corporation shall indemnify a director who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director of the corporation. Finally, the statute authorizes a corporation to purchase and maintain insurance on behalf of any such person against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability. The Articles of Incorporation of the Registrant provide that, to the full extent permitted by the Virginia Stock Corporation Act, as amended, each director and officer shall be indemnified by the Corporation against liabilities, fines, penalties and claims imposed upon or asserted against him (including amounts paid in settlement) by reason of having been such director or officer, whether or not then continuing so to be, and against all expenses (including counsel fees) reasonably incurred by him in connection therewith, except in relation to matters as to which he shall have been finally adjudged liable by reason of his willful misconduct or a knowing violation of criminal law in the performance of his duty as such director or officer. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. An index of Exhibits appears at page II-6 hereof. Item 9. Undertakings. (a) Rule 415 offering. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 ("Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the II-2 maximum aggregate offering price set forth in the "Calculation of Registrant Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act, the undersigned certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hampton, Commonwealth of Virginia, on the 21st day of July, 2001. OLD POINT FINANCIAL CORPORATION Hampton, Virginia By: /s/Robert F. Shuford -------------------- Robert F. Shuford President KNOW ALL MEAN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert F. Shuford and Frank E. Continetti, and each of them, such person's true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including any post-effective amendments thereto), and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or would do in person, hereby ratifying and conforming all that said attorney-in-fact and agent, or their substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated: NAME TITLE DATE ---- ----- ---- President (Principal Executive /s/ Robert F. Shuford Officer) and Director July 21, 2001 --------------------- Robert F. Shuford Executive Vice President & CFO (Principal Financial and /s/ Louis G. Morris Accounting Officer) July 21, 2001 ------------------- Louis G. Morris II-4 /s/ Richard F. Clark Director July 21, 2001 -------------------- Richard F. Clark /s/ Russell S. Evans, Jr. Director July 21, 2001 ------------------------- Russell S. Evans, Jr. ---------------------- Director _______, 2001 G. Royden Goodson, III -------------------- Director _______, 2001 Dr. Arthur D. Greene /s/ Gerald E. Hansen Director July 21, 2001 -------------------- Gerald E. Hansen /s/ Stephen D. Harris Director July 21, 2001 --------------------- Stephen D. Harris /s/ John Cabot Ishon Director July 21, 2001 -------------------- John Cabot Ishon /s/ Eugene M. Jordan Director July 21, 2001 -------------------- Eugene M. Jordan /s/ John B. Morgan Director July 21, 2001 ------------------ John B. Morgan /s/ Dr. H. Robert Schappert Director July 21, 2001 --------------------------- Dr. H. Robert Schappert II-5 EXHIBIT INDEX Exhibit Description Exhibit Number Articles of Incorporation 4.1 (Incorporated by reference from the Form 10-K, filed March 27, 1998) Bylaws 4.2 (Incorporated by reference from the Form 10-K, filed March 27, 1998) Old Point Financial Corporation 4.4 1998 Stock Option Plan, as amended, filed herewith Opinion of Troutman Sanders Mays 5 & Valentine LLP, with respect to the validity of the Common Stock, filed herewith Consent of Eggleston Smith P.C., 23.1 Independent Public Accountants dated July 23, 2001, filed herewith. Consent of Troutman Sanders Mays 23.3 & Valentine LLP, contained in their opinion filed as Exhibit 5 hereto II-6 EX-4 2 stockplan98.txt 1998 STOCK PLAN Exhibit 4.4 OLD POINT NATIONAL CORPORATION 1998 Stock Option Plan As Amended April 24, 2001 ARTICLE I Establishment, Purpose, and Duration 1.1 Establishment of the Plan. Old Point National Corporation, a Virginia corporation (the "Company"), hereby establishes an incentive compensation plan for the Company and its subsidiaries to be known as the "1998 Stock Option Plan", as set forth in this document. Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in Section 2.1 herein. The Plan permits the grant of Incentive Stock Options to Key Employees and Non-Qualified Stock Options to Key Employees and Non-Employee Directors (all as defined below). The Plan was adopted by the Board of Directors of the Company on March 10, 1998, and shall become effective on May 1, 1998 (the "Effective Date"), subject to the approval by vote of shareholders of the Company in accordance with applicable laws. 1.2 Purpose of the Plan. The purpose of the Plan is to promote the success of the Company and its subsidiaries by providing incentives to Key Employees and Non-Employee Directors that will promote the identification of their personal interest with the long-term financial success of the Company and with growth in shareholder value. The Plan is designed to provide flexibility to the Company including its subsidiaries, in its ability to motivate, attract, and retain the services of to Key Employees and Non-Employee Directors upon whose judgment, interest, and special effort the successful conduct of its operation is largely dependent. 1.3 Duration of the Plan. The Plan shall commence on the Effective Date, as described in Section 1.1 herein, and shall remain in effect, subject to the right of the Board of Directors to terminate the Plan at any time pursuant to Article IX herein, until March 9, 2008, at which time it shall terminate except with respect to Awards made prior to, and outstanding on, that date which shall remain valid in accordance with their terms. ARTICLE II Definitions 2.1 Definitions. Except as otherwise defined in the Plan, the following terms shall have the meanings set forth below: (a) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) "Agreement" means a written agreement implementing the grant of each Award signed by an authorized officer of the Company and by the Participant. (c) "Award" means, individually or collectively, a grant under this Plan of Incentive Stock Options and Non- Qualified Stock Options. (d) "Award Date" or "Grant Date" means the date on which an Award is made under this Plan. (e) "Beneficial Owner" shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. (f) "Board" or "Board of Directors" means the Board of Directors of the Company, unless otherwise indicated. (g) "Change in Control" shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied: -1- (i) any Person (other than the Company, any Subsidiary, a trustee or other fiduciary holding securities under any employee benefit plan of the Company, or its Subsidiaries), who or which, together with all Affiliates and Associates of such Person, is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities; or (ii) if, at any time after the Effective Date, the composition of the Board of Directors of the Company shall change such that a majority of the Board of the \Company shall no longer consist of Continuing Directors; or (iii) if at any time, (1) the Company shall consolidate with, or merge with, any other Person and the Company shall not be the continuing or surviving corporation, (2) any Person shall consolidate with or merge with the Company, and the Company shall be the continuing or surviving corporation and, in connection therewith, all or part of the outstanding Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, (3) the Company shall be a party to a statutory share exchange with any other Person after which the Company is a subsidiary of any other Person, or (4) the Company shall sell or otherwise transfer 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons. (h) "Code" means the Internal Revenue Code of 1986, as amended from time to time. (i) "Committee" means (1) with respect to Awards to Key Employees, the committee of the Board of Directors of the Company appointed pursuant to Article III herein to administer the Plan with to Awards to Key Employees, all of the members of which shall be "non-employee directors" as defined in Rule 16b-3, as amended, under the Exchange Act or any similar or successor rule, and (2) with respect to Awards to Non-Employee Directors, the Board. Unless otherwise determined by the Board, the non-employee directors of the Board shall constitute the Committee with respect to Awards to Key Employees and such Committee shall consist of no fewer than three, nor more than 7, members. (j) "Company" means Old Point National Corporation, or any successor thereto as provided in Article XI herein. (k) "Continuing Director" means an individual who was a member of the Board of Directors of the Company on the Effective Date or whose subsequent nomination for election or re-election to the Board of Directors of the Company was recommended or approved by the affirmative vote of two-thirds of the Continuing Directors then in office. (l) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (m) "Fair Market Value" of a Share means the fair market value as determined pursuant to a reasonable method adopted by the Committee in good faith for such purpose. (n) "Incentive Stock Option" or "ISO" means an option to purchase Stock, granted under Article VI herein, which is designated as an incentive stock option and is intended to meet the requirements of Section 422 of the Code. (o) "Key Employee" means an officer or other key employee of the Company or its Subsidiaries, who is not a Non-Employee Director and who, in the opinion of the Committee, can contribute significantly to the growth and profitability of, or perform services of major importance to, the Company and its Subsidiaries. (p) "Non-Qualified Stock Option" or "NQSO" means an option to purchase Stock, granted under Article VI herein, which is not intended to be an Incentive Stock Option. (q) "Non-Employee Director" means any member of the Board of Directors of the Company or any Subsidiary who is not a common law employee of the Company or any Subsidiary. -2- (r) "Option" means an Incentive Stock Option or a Non- Qualified Stock Option. (s) "Participant" means a Key Employee or a Non-Employee Director who is granted an Award under the Plan. (t) "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d). (u) "Plan" means the Old Point National Corporation 1998 Stock Option Plan, as described and as hereafter from time to time amended. (v) "Stock" or "Shares" means the common stock of the Company. (w) "Subsidiary" shall mean a corporation or banking association at least 50% of the total combined voting power of all classes of stock of which is owned by the Company, either directly or through one or more of its Subsidiaries. ARTICLE III Administration 3.1 The Committee. Except as otherwise reserved for consideration and approval by the Board of Directors (other than in its capacity as the Committee with respect to Awards to Non-Employee Directors), the Plan shall be administered by the Committee which shall have all powers necessary or desirable for such administration. (a) Subject to the provisions of the Plan, the Committee shall have the following plenary powers: (i) to establish, amend or waive rules or regulations for the Plan's administration; (ii) except in those instances in which a dispute arises, to construe and interpret the Agreements and the Plan; and (iii) to make all other determinations and take all other actions necessary or advisable for the administration of the Plan. (b)(1) Subject to the provisions of the Plan, the Committee acting with respect to Awards to Key Employees shall have the following qualified powers that shall be subject to approval, amendment and modification by the Board, and the Board acting as the Committee with respect to Awards to Non-Employee Directors shall have the following powers in the administration of the Plan: (i) to determine the terms and conditions upon which the Awards may be made and exercised; (ii) to determine all terms and provisions of each Agreement, which need not be identical; (iii) to construe and interpret the Agreements and the Plan in the event of a dispute between the Participant and the Committee; and (iv) to accelerate the exercisability of any Award or the termination of any period of restriction. (2) In approving the Committee's determinations or other recommendations under (b)(1) with respect to Awards to Key Employees, the Board may make such amendments, modifications or qualifications as it deems in the best interest of the Company, and the Board shall provide specific instructions to the Committee for implementation of the same. (3) In its sole discretion, the Board may waive by resolution one or more of its approval rights under (b)(1) with respect to Awards to Key Employees and authorize the Committee to proceed without seeking further approvals either on a case by case basis or permanently until further notice from the Board. Such waiver shall be communicated in writing to the Committee which shall maintain a permanent record of such waiver(s). (c) The express grant in this Plan of any specific power to the Committee shall not be construed as limiting any power or authority of the Committee, except as otherwise stated in paragraph 3.1(b). 3.2 Selection of Participants. The Committee shall have the authority to grant Awards under the Plan, from time to time, to such Key Employees and such Non-Employee Directors as may be selected by it. Each Award shall be evidenced by an Agreement. -3- 3.3 Decisions Binding. All determinations and decisions made by the Board or the Committee pursuant to the provisions of the Plan shall be final, conclusive and binding. 3.4 Rule 16b-3 Requirements. Notwithstanding any other provision of the Plan, the Board or the Committee may impose such conditions on any Award, and amend the Plan in any such respects, as may be required to satisfy the requirements of Rule 16b-3, as amended (or any successor or similar rule), under the Exchange Act. 3.5 Indemnification of Committee. In addition to such other rights of indemnification as they may have as directors or as members of the Committee, the members of the Committee shall be indemnified by the Company against reasonable expenses, including attorneys' fees, actually and reasonably incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted or made hereunder, and against all amounts reasonably paid by them in settlement thereof or paid by them in satisfaction of a judgment in any such action, suit or proceeding, if such members acted in good faith and in a manner which they believed to be in, and not opposed to, the best interests of the Company and its Subsidiaries. 3.6 Certain Determinations. In connection with the Committee's good faith determination of "Fair Market Value" as required herein, the Committee may, as guidance, take into consideration the book value of the Stock, the relationship between the traded price and book value of shares for financial institutions of similar size and similar operating results to the Company and its Subsidiary or Subsidiaries, any reasonably recent trades of the Stock of the Company brought to the attention of the Committee and such additional relevant information as the Committee in its judgment deems necessary. In its sole discretion, the Committee may, but is not obligated to, consult with and/or engage an investment banker or other appropriate advisor to advise the Committee in connection with its good faith determination of "Fair Market Value" herein. ARTICLE IV Stock Subject to the Plan 4.1 Number of Shares. Subject to adjustment as provided in Section 4.3 herein, the maximum aggregate number of Shares that may be issued pursuant to Awards made under the Plan shall not exceed 325,000. Except as provided in Sections 4.2 herein, the issuance of Shares in connection with the exercise of, or as other payment for Awards, under the Plan shall reduce the number of Shares available for future Awards under the Plan. 4.2 Lapsed Awards or Forfeited Shares. If any Award granted under this Plan (for which no material benefits of ownership have been received, including dividends) terminates, expires, or lapses for any reason other than by virtue of exercise of the Award, or if Shares issued pursuant to Awards (for which no material benefits of ownership have been received, including dividends) are forfeited, any Stock subject to such Award again shall be available for the grant of an Award under the Plan. 4.3 Capital Adjustments. The number and class of Shares subject to each outstanding Award, the Option Price and the aggregate number and class of Shares for which Awards thereafter may be made shall be subject to such adjustment, if any, as the Committee in its sole discretion deems appropriate to reflect such events as stock dividends, stock splits, recapitalizations, mergers, consolidations or reorganizations of or by the Company. ARTICLE V Eligibility Persons eligible to participate in the Plan include all employees of the Company and its Subsidiaries who, in the opinion of the Committee, are Key Employees and all Non-Employee Directors. -4- ARTICLE VI Stock Options 6.1 Grant of Options. Subject to the terms and provisions of the Plan, Options which are ISOs and/or NSCOs may be granted to Key Employees and Options which are NSCOs may be granted to Non-Employee Directors at any time and from time to time as shall be determined by the Committee. The Committee shall have complete discretion in determining the number of Shares subject to Options granted to each Participant, provided, however, that the aggregate Fair Market Value (determined at the time the Award is made) of Shares with respect to which any Participant may first exercise ISOs granted under the Plan during any calendar year may not exceed $100,000 or such amount as shall be specified in Section 422 of the Code and rules and regulation thereunder. 6.2 Option Agreement. Each Option grant shall be evidenced by an Agreement that shall specify the type of Option granted, the Option Price (as hereinafter defined), the duration of the Option, the number of Shares to which the Option pertains, any conditions imposed upon the exercisability of Options in the event of retirement, death, disability or other termination of employment, and such other provisions as the Committee shall determine. The Agreement shall specify whether the Option is intended to be an Incentive Stock Option within the meaning of Section 422 of the Code or a Non-Qualified Stock Option not intended to be within the provisions of Section 422 of the Code. 6.3 Option Price. The exercise price per share of Stock covered by an Option ("Option Price") shall be determined by the Committee subject to the following limitations. The Option Price shall not be less than 100% of the Fair Market Value of such Stock on the Grant Date. An ISO granted to a Key Employee who, at the time of grant, owns (within the meaning of Section 425(d) of the Code) Stock possessing more than 10% of the total combined voting power of all classes of Stock of the Company, shall have an Option Price which is at least equal to 110% of the Fair Market Value of the Stock. 6.4 Duration of Options. Each Option shall expire at such time as the Committee shall determine at the time of grant provided, however, that no ISO shall be exercisable later than the tenth (10th) anniversary date of its Award Date. An ISO granted to a Key Employee who, at the time of grant, owns (within the meaning of Section 425(d) of the Code) Stock possessing more than 10% of the total combined voting power of all classes of Stock of the Company, shall be exercisable no later than the fifth (5th) anniversary date of its Award Date. 6.5 Exercisability. Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall determine, which need not be the same for all Participants. No Option, however, shall be exercisable until the expiration of at least six months after the Award Date, except that such limitation shall not apply in the case of death or disability of the Participant. 6.6 Method of Exercise. Options shall be exercised by the delivery of a written notice to the Company in the form prescribed by the Committee setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. The Option Price shall be payable to the Company in full either in cash, by delivery of Shares of Stock valued at Fair Market Value at the time of exercise, delivery of a promissory note (in the Committee's discretion) or by a combination of the foregoing. As soon as practicable, after receipt of written notice and payment, the Company shall deliver to the Participant, stock certificates in an appropriate amount based upon the number of Options exercised, issued in the Participant's name. No Participant who is awarded Options shall have rights as a shareholder until the date of exercise of the Options. 6.7 Restrictions on Stock Transferability. The Committee shall impose such restrictions on any Shares acquired pursuant to the exercise of an Option under the Plan as it may deem advisable, including, without limitation, restrictions under the applicable Federal securities law, under the requirements of the National Association of Securities Dealers, Inc. or any stock exchange upon which such Shares are then listed and under any blue sky or state securities laws applicable to such Shares. 6.8 Nontransferability of Options. No Option granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution. Further, all Options granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant or his guardian or legal representative. -5- ARTICLE VII Change in Control In the event of a Change in Control of the Company, the Committee, as constituted before such Change in Control, in its sole discretion may, as to any outstanding Award, either at the time the Award is made or any time thereafter, take any one or more of the following actions: (i) provide for the acceleration of any time periods relating to the exercise or realization of any such Award so that such Award may be exercised or realized in full on or before a date initially fixed by the Committee; (ii) provide for the purchase or settlement of any such Award by the Company, upon a Participant's request, for an amount of cash equal to the amount which could have been obtained upon the exercise of such Award or realization of such Participant's rights had such Award been currently exercisable or payable; (iii) make such adjustment to any such Award then outstanding as the Committee deems appropriate to reflect such Change in Control; or (iv) cause any such Award then outstanding to be assumed, or new rights substituted therefor, by the acquiring or surviving corporation in such Change in Control. ARTICLE VIII Modification, Extension and Renewals of Awards Subject to the terms and conditions and within the limitations of the Plan, the Committee may modify, extend or renew outstanding Awards, or, if authorized by the Board, accept the surrender of outstanding Awards (to the extent not yet exercised) granted under the Plan and authorize the granting of new Awards pursuant to the Plan in substitution therefor, and the substituted Awards may specify a lower exercise price than the surrendered Awards, a longer term than the surrendered Awards or may contain any other provisions that are authorized by the Plan. The Committee may also modify the terms of any outstanding Agreement. Notwithstanding the foregoing, however, no modification of an Award, shall, without the consent of the Participant, adversely affect the rights or obligations of the Participant. ARTICLE IX Amendment, Modification and Termination of the Plan 9.1 Amendment, Modification and Termination. At any time and from time to time, the Board may terminate, amend, or modify the Plan. Such amendment or modification may be without shareholder approval except to the extent that such approval is required by the Code, pursuant to the rules under Section 16 of the Exchange Act, by any national securities exchange or system on which the Stock is then listed or reported, by any regulatory body having jurisdiction with respect thereto or under any other applicable laws, rules or regulations. 9.2 Awards Previously Granted. No termination, amendment or modification of the Plan other than pursuant to Section 4.3 herein shall in any manner adversely affect any Award theretofore granted under the Plan, without the written consent of the Participant. ARTICLE X Withholding 10.1 Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy Federal, State and local taxes (including the Participant's FICA obligation) required by law to be withheld with respect to any grant, exercise, or payment made under or as a result of this Plan. 10.2 Stock Withholding. With respect to withholding required upon the exercise of Nonqualified Stock Options, or upon the lapse of restrictions on Stock thereby obtained, or upon the occurrence of any other similar taxable event, Participants may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares of Stock having a Fair Market Value equal to the amount required to be withheld. The value of the Shares to be withheld shall be based on Fair Market Value of the Shares on the date that the amount of tax to be withheld is to be determined. All elections shall be irrevocable and be made in writing, signed by the Participant on forms approved by the Committee in advance of the day that the transaction becomes taxable. -6- ARTICLE XI Successors All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business and/or assets of the Company. ARTICLE XII General 12.1 Requirements of Law. The granting of Awards and the issuance of Shares of Stock under this Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or self regulatory organizations (i.e. exchanges) as may be required. 12.2 Effect of Plan. The establishment of the Plan shall not confer upon any Key Employee or Non-Employee Director any legal or equitable right against the Company, a Subsidiary or the Committee, except as expressly provided in the Plan. The Plan does not constitute an inducement or consideration for the employment of any Key Employee or for services of a Non-Employee Director, nor is it a contract between the Company or any of its Subsidiaries and any Key Employee or Non-Employee Director. Participation in the Plan shall not give any Key Employee or Non-Employee Director any right to be retained in the employment or service of the Company or any of its Subsidiaries. 12.3 Creditors. The interests of any Participant under the Plan or any Agreement are not subject to the claims of creditors and may not, in any way, be assigned, alienated or encumbered. 12.4 Governing Law. The Plan, and all Agreements hereunder, shall be governed, construed and administered in accordance with and governed by the laws of the Commonwealth of Virginia and the intention of the Company is that ISOs granted under the Plan qualify as such under Section 422 of the Code. 12.5 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. EX-5 3 legalopinion.txt LEGAL OPINION Exhibit 5 [Letterhead of Troutman Sanders Mays & Valentine LLP] July 23, 2001 Board of Directors Old Point Financial Corporation One West Mellen Street Hampton, Virginia 23663 Old Point Financial Corporation 1998 Stock Option Plan Ladies and Gentlemen: This letter is delivered to you in connection with the actions taken and proposed to be taken by Old Point Financial Corporation, a Virginia corporation ("Old Point Financial"), with respect to the Old Point Financial Corporation 1998 Stock Option Plan, as amended (the "Plan"). As counsel to Old Point Financial, we have reviewed the registration statement on Form S- 8 (the "Registration Statement") to be filed by Old Point Financial on or about July 23, 2001, with the Securities and Exchange Commission to effect the registration of 200,000 shares of common stock of Old Point Financial under the Securities Act of 1933, as amended, for issuance under the Plan. In this regard, we have examined the Articles of Incorporation and Bylaws of Old Point Financial, records of proceedings of the Board of Directors of Old Point Financial, the Plan and such other records and documents as we have deemed necessary or advisable in connection with the opinions set forth herein. In addition, we have relied as to certain matters on information obtained from public officials, officers of Old Point Financial and other sources believed by us to be reliable. Based upon our examination and inquiries, we are of the opinion that the shares which constitute original issuance securities will, when issued pursuant to the terms and conditions of the Plan, be validly issued, fully paid and nonassessable. The foregoing opinion is limited to the laws of the Commonwealth of Virginia and we express no opinion as to the effect of the laws of any other jurisdiction. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Troutman Sanders Mays & Valentine, LLP ------------------------------------------ Troutman Sanders Mays & Valentine, LLP EX-23 4 cpaopinion.txt CPA OPINION Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 20, 2001, on the consolidated financial statements of Old Point Financial Corporation as of December 31, 2000, and for the period ended December 31, 2000, which appears in the annual report on Form 10-K of Old Point Financial Corporation for the year ended December 31, 2000. /s/ Eggleston Smith P.C. ------------------------ Eggleston Smith P.C. Newport News, Virginia July 23, 2001 -----END PRIVACY-ENHANCED MESSAGE-----