-----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, OhhUaPQS9jJakql2VBANvVWgIjLukFizVYOzjVVad9R3OZILHqXg5kWn0+sUNFu+ ko5YE/xwJ9WSdP3YUadPFg== 0001002105-99-000155.txt : 19991223 0001002105-99-000155.hdr.sgml : 19991223 ACCESSION NUMBER: 0001002105-99-000155 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991222 EFFECTIVENESS DATE: 19991222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDEPENDENT COMMUNITY BANKSHARES INC CENTRAL INDEX KEY: 0000914138 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 541696103 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-93447 FILM NUMBER: 99779388 BUSINESS ADDRESS: STREET 1: 111 W WASHINGTON ST STREET 2: C/O MIDDLEBURG BANK CITY: MIDDLEBURG STATE: VA ZIP: 22117 BUSINESS PHONE: 5406876377 MAIL ADDRESS: STREET 1: 111 WEST WASHINGTON STREET STREET 2: C/O MIDDLEBURG BANK CITY: MIDDLEBURG STATE: VA ZIP: 22117 S-8 1 S-8 - INDEPENDENT COMMUNITY BANKSHARES, INC. As filed with the Securities and Exchange Commission on December 22, 1999. Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INDEPENDENT COMMUNITY BANKSHARES, INC. (Exact Name of Registrant as Specified in Its Charter) Virginia 54-1696103 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 111 W. Washington Street 20117 Middleburg, Virginia (Zip Code) (Address of Principal Executive Offices) INDEPENDENT COMMUNITY BANKSHARES, INC. 1997 STOCK OPTION PLAN (Full Title of the Plan) Joseph L. Boling Chairman and Chief Executive Officer Independent Community Bankshares, Inc. 111 W. Washington Street Middleburg, Virginia 20117 (Name and Address of Agent For Service) (703) 777-6327 (Telephone Number, Including Area Code, of Agent for Service) With a copy to: Wayne A. Whitham, Jr., Esquire Williams, Mullen, Clark & Dobbins P.O. Box 1320 Richmond, Virginia 23218-1320 (804) 643-1991 CALCULATION OF REGISTRATION FEE
======================================================================================================================== Proposed Maximum Proposed Maximum Amount of Amount to Be Offering Price Aggregate Registration Title of Securities to Be Registered Registered (1) Per Share (2) Offering Price (2) Fee (2) - ------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $5.00 per share 190,000 shares $ 24.75 $ 4,702,500 $ 1,242 ========================================================================================================================
(1) The amount of Common Stock registered hereunder shall be deemed to include any additional shares issuable as a result of any stock split, stock dividend or other change in the capitalization of the Registrant. (2) Pursuant to Rule 457(c), the registration fee is based on the average of the bid ($23.50) and asked ($26.00) price of one share of Common Stock as of December 21, 1999. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents previously filed by the Registrant with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference and made a part hereof: (1) the Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998 (the "Form 10-KSB"); (2) the portions of the Registrant's definitive Proxy Statement for the Annual Meeting of Shareholders held on April 21, 1999 that have been incorporated by reference into the Form 10-KSB; (3) the Registrant's Quarterly Reports on Form 10-QSB for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999; and (4) the description of the Registrant's Common Stock, par value $5.00 per share, contained in the Registrant's Registration Statement on Form 8-A, filed on April 30, 1998. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or 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 earlier 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 Capital Stock. Not applicable. Item 5. Interests of Named Experts And Counsel. None. Item 6. Indemnification of Directors and Officers. The Virginia Stock Corporation Act, Title 13.1 of the Code of Virginia (1950), as amended (the "Virginia Act"), permits a corporation to indemnify its officers and directors for reasonable expenses incurred in connection with legal actions if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation. The Virginia Act also permits a corporation to provide further indemnity, except an indemnity against willful misconduct or a knowing violation of the criminal law. Article III of the Registrant's Articles of Incorporation provides for the elimination of certain personal liability of directors and executive officers of the Registrant to the Registrant and its shareholders for monetary damages in excess of one dollar arising by reason of the fact that such person is or was serving in such capacity. In addition, Article III provides for the indemnification of persons who are or were directors, officers, employees or agents of the Registrant, or who are or were serving at the request of the Registrant in a similar capacity with another enterprise or entity to the fullest extent authorized by the Virginia Act. Article III also authorizes the Registrant to purchase insurance for itself and indemnifiable persons against any expense, liability or loss whether or not the Registrant would have the power to indemnify such expense, liability or loss under the Virginia Act. Item 7. Exemption From Registration Claimed. Not applicable. Item 8. Exhibits. The following exhibits are filed on behalf of the Registrant as part of this Registration Statement: 4.1 Articles of Incorporation of Independent Community Bankshares, Inc. (restated in electronic format), attached as Exhibit 3.1 to the Registration Statement on Form S-4, Registration No. 333-24523, filed with the Commission on April 4, 1997 (the "Form S-4"), incorporated herein by reference. 4.2 Bylaws of Independent Community Bankshares, Inc., attached as Exhibit 3.2 to the Form S-4, incorporated herein by reference. 4.3 Independent Community Bankshares, Inc. 1997 Stock Option Plan (as amended). 5 Opinion of Williams, Mullen, Clark & Dobbins. 23.1 Consent of Williams, Mullen, Clark & Dobbins (included in Exhibit 5). 2 23.2 Consent of Yount, Hyde & Barbour, P.C. 24 Powers of Attorney (included on signature page). Item 9. Undertakings. 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; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent 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 end 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 maximum aggregate offering price set forth in the "Calculation of Registration 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 paragraph (1)(i) and (1)(ii) shall not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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 3 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. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended (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 the registration statement 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. 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceedings) 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 public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, 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 Loudoun County, Commonwealth of Virginia, on this 15th day of December, 1999. INDEPENDENT COMMUNITY BANKSHARES, INC. By: /s/ Joseph L. Boling ------------------------------------ Joseph L. Boling Chairman and Chief Executive Officer POWER OF ATTORNEY Each of the undersigned hereby appoints Joseph L. Boling as attorney-in-fact and agent for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, any and all amendments (including post-effective amendments) to this Registration Statement, with any schedules or exhibits thereto, and any and all supplements or other documents to be filed with the Securities and Exchange Commission pertaining to the registration of securities covered hereby, with full power and authority to do and perform any and all acts and things as may be necessary or desirable in furtherance of such registration. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Joseph L. Boling Chairman, Chief Executive December 15, 1999 - ----------------------------------------- Officer and Director Joseph L. Boling (Principal Executive Officer) /s/ Alice P. Frazier Chief Financial Officer December 15, 1999 - ----------------------------------------- (Principal Financial Officer and Alice P. Frazier Principal Accounting Officer) /s/ Howard M. Armfield Director December 15, 1999 - ----------------------------------------- Howard M. Armfield Signature Title Date --------- ----- ---- /s/ Childs Frick Burden Director December 15, 1999 - ----------------------------------------- Childs Frick Burden /s/ J. Lynn Cornwell Director December 15, 1999 - ----------------------------------------- J. Lynn Cornwell /s/ William F. Curtis Director December 15, 1999 - ----------------------------------------- William F. Curtis /s/ F. E. Deacon, III Director December 15, 1999 - ----------------------------------------- F. E. Deacon, III /s/ Robert C. Gilkison Director December 15, 1999 - ----------------------------------------- Robert C. Gilkison /s/ C. Oliver Iselin, III Director December 15, 1999 - ----------------------------------------- C. Oliver Iselin, III /s/ William S. Leach Director December 15, 1999 - ----------------------------------------- William S. Leach /s/ Thomas W. Nalls Director December 15, 1999 - ----------------------------------------- Thomas W. Nalls /s/ John C. Palmer Director December 15, 1999 - ----------------------------------------- John C. Palmer /s/ John Sherman Director December 15, 1999 - ----------------------------------------- John Sherman /s/ Millicent W. West Director December 15, 1999 - ----------------------------------------- Millicent W. West Signature Title Date --------- ----- ---- /s/ Edward T. Wright Director December 15, 1999 - ----------------------------------------- Edward T. Wright
EXHIBIT INDEX ------------- Exhibit No. Description 4.1 Articles of Incorporation of Independent Community Bankshares, Inc. (restated in electronic format), attached as Exhibit 3.1 to the Registration Statement on Form S-4, Registration No. 333-24523, filed with the Commission on April 4, 1997 (the "Form S-4"), incorporated herein by reference. 4.2 Bylaws of Independent Community Bankshares, Inc., attached as Exhibit 3.2 to the Form S-4, incorporated herein by reference. 4.3 Independent Community Bankshares, Inc. 1997 Stock Option Plan (as amended). 5 Opinion of Williams, Mullen, Clark & Dobbins. 23.1 Consent of Williams, Mullen, Clark & Dobbins (included in Exhibit 5). 23.2 Consent of Yount, Hyde & Barbour, P.C. 24 Powers of Attorney (included on signature page). EX-4 2 EXHIBIT 4.3 Exhibit 4.3 INDEPENDENT COMMUNITY BANKSHARES, INC. 1997 STOCK OPTION PLAN (as amended July 21, 1999) 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 Independent Community Bankshares, Inc. 1.07 Fair Market Value means, on any given date, (i) the mean between the bid and asked prices 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 bid and asked prices for the Common Stock are not available to do 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 Independent Community Bankshares, Inc. 1997 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 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 422A 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 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 190,000, subject to the adjustment as provided in Article XII. If an Option is cancelled 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. -2- 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 Incentive Stock 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 the discretion of the Board, the price per share paid by a Participant in connection with a non-statutory stock Option may be less then at the Fair Market Value per share of the Company's Common Stock on the date the Option is granted. ARTICLE VIII Exercise of Options 8.01 Maximum Option Period. No Option shall be exercisable after the expiration of ten years from the date Option was granted. The Board, at the time of grant, may direct that an Option be exercisable for a period of less than such maximum period. 8.02 Nontransferability. Any Option granted under this Plan shall be nontransferable except by will or by the laws of descent and distribution. During the lifetime of the Participant to whom the Option is granted, the Option may be exercised only by the Participant. No right or interest of the Participant in any Option shall be liable for, or subject to, any lien, obligation, or liability of such Participant. 8.03 Employee Status. In the event that the terms of any Option provide that it may be exercised only during employment or within a specified period of time after termination of employment, the Board may decide in each case to what extent leaves of absences for governmental or military service, illness, temporary disability, or other reason shall not be deemed interruptions of continuous employment. ARTICLE IX Method of Exercise of Options 9.01 Exercise. Subject to the provision of Articles VIII and XIII, an Option may be exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Board shall determine. An Option granted under this Plan may be exercised with respect to any number of whole shares less then the full number for which the Option could be exercised. Such partial exercise of an Option shall not affect the right to exercise the Option from time to time in accordance with this Plan with respect to remaining shares subject to the Option. 9.02 Payment. Unless otherwise provided by the Agreement, payment of the Option price shall be made in cash or a cash equivalent acceptable to the Board. If the Agreement provides, payment of all or part of the Option price may be made by surrendering shares of Common Stock to the Company. If Common Stock is used to pay all or part of the Option price, the shares surrendered must have a Fair market Value (determined as of the day preceding the date of exercise) that is not less than such price or part thereof. -3- 9.03 Shareholder Rights. No Participant shall, as a result of receiving an Option, have any rights as a shareholder until the date he exercises such Option. ARTICLE X Limitations on Incentive Stock Options No Incentive Stock Option shall be granted to any optionee which would cause the aggregate Fair Market Value of the stock with respect to which Incentive Stock Options are exercisable by such optionee for the first time during any calendar year to exceed $100,000. For the purposes of this Article, Incentive Stock Options include all Incentive Stock Options under plans of the Company and its Affiliates. ARTICLE XI Change in Control 11.01 Options. An Agreement may provide that an Option that is outstanding on a Change in Control Date shall be exercisable in whole or in part on that date and thereafter during the remainder of the option period stated in the Agreement. 11.02 Change in Control. A Change in Control occurs if, after the date of the Agreement, (i) any person who is not a Director of the Company on the date that this Plan is adopted by the shareholders of the Company, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, becomes the owner or beneficial owner of Company securities having 20% or more of the combined voting power of the then outstanding Company securities that may be cast for the election of the Company's directors (other than as a result of an issuance of securities initiated by the Company, or open market purchases approved by the Board, as long as the majority of the Board approving the purchases is a majority at the time the purchases are made); or (ii) as the direct or indirect result of, or in connection with, a cash tender or exchange offer, a merger or other business combination, a sale of assets, a contested election, or any combination of these transactions, the persons who were Directors of the Company before such transactions cease to constitute a majority of the Company's Board, or any successor's board, within two years of the last of such transactions; or (iii) with respect to a Participant employed by an Affiliate, an event occurs with respect to the employer such that, after the event, the employer is no longer an Affiliate and the Participant is not longer employed by the Company or an Affiliate. For purposes of this Agreement, the Control Change Date is the date on which an event described in (i), (ii) or (iii) occurs. If a Change in Control occurs on account of a series of transactions, the Control Change Date is the date of the last of such transactions. ARTICLE XII Adjustment Upon Change in Common Stock Should the Company effect one or more stock dividends, stock split-ups, subdivisions or consolidations of shares, the number of shares as to which Options may be granted under this Plan shall be proportionately adjusted and the terms of Options shall be adjusted as the Board shall determine to be equitably required. Any determination made under this Article XII by the Board shall be final and conclusive. The issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefore, or upon conversion of shares or obligations of the -4- Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, Options. ARTICLE XIII Compliance with Law and Approval of Regulatory Bodies No Option shall be exercisable, no Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment shall be made under this Plan except in compliance with all applicable federal and state laws and regulations (including, without limitations, withholding tax requirements) and the rules of all domestic stock exchanges on which the Company's shares may be listed. The Company shall have the right to rely on an opinion of its counsel as to such compliance. Any share certificate issued to evidence Common Stock for which an Option is exercised may bear such legends and statements as the Board may deem advisable to assure compliance with federal and state laws and regulations. No Option shall be exercisable, no Common Stock shall be issued, no certificate for shares shall be delivered, and no payment shall be made under this Plan until the Company has obtained such consent or approval as the Board may deem advisable from regulatory bodies having jurisdiction over such matters. ARTICLE XIV General Provisions 14.01 Effect of Employment. Neither the adoption of this Plan, nor any Agreement or other document describing or referring to this Plan (or any part thereof) shall confer upon any employee any right to continue in the employ of the Company or an Affiliate or in any way affect any right and power of the Company or an Affiliate to terminate the employment of any employee at any time with or without assigning a reason therefor. 14.02 Unfunded Plan. The Plan, insofar as it provides for grants shall be unfunded, and neither the Company nor any Affiliate shall be required to segregate any assets that may at any time be represented by grants under this Plan. Any liability of the Company or an Affiliate to any person with respect to any grant under this Plan shall be based solely upon any contractual obligations that may be created pursuant to this Plan. No such obligation of the Company or an Affiliate shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company or an Affiliate. 14.03 Rules of Construction. Headings are given to the articles of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulations, or other provision of law shall be construed to include any amendment to or successor of such provision of law. ARTICLE XV Amendment The Board may amend or terminate this Plan from time to time; provided, however, that if this Plan is approved by the Company's shareholders, no amendment may become effective until shareholder approval of such amendment is obtained if the amendment (i) materially increases the aggregate number of shares that may be issued pursuant to Options, (ii) materially increases the benefits accruing to Participants under the Plan, or (iii) materially changes the class of employees eligible to become Participants. No amendment shall, without a Participant's consent, adversely affect any rights of such Participant under an Option outstanding at the time such amendment is made. -5- ARTICLE XVI Duration of Plan No Option may be granted under this Plan after November 12, 2007. Options granted before such date shall remain valid in accordance with their terms. -6- EX-5 3 EXHIBIT 5 Exhibits 5 and 23.1 [WILLIAMS, MULLEN, CLARK & DOBBINS LETTERHEAD] December 22, 1999 The Board of Directors Independent Community Bankshares, Inc. 111 W. Washington Street Middleburg, Virginia 20117 Re: Independent Community Bankshares, Inc. 1997 Stock Option Plan Ladies and Gentlemen: This letter is delivered to you in connection with the actions taken and proposed to be taken by Independent Community Bankshares, Inc., a Virginia corporation (the "Company"), with respect to the offer and sale from time to time pursuant to the Independent Community Bankshares, Inc. 1997 Stock Option Plan (the "Plan"), of up to 190,000 shares of the Company's common stock, par value $5.00 per share (the "Shares"). As counsel to the Company, we have reviewed the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission to effect the registration of the Shares under the Securities Act of 1933, as amended. In this regard, we have examined such corporate proceedings, records and documents as we have deemed necessary or advisable in connection with the opinions set forth herein. Based upon such examination, it is our opinion that the Shares, when issued pursuant to the Registration Statement and the terms and conditions of the Plan, will 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 and to the reference to our firm as counsel to the Company in the Registration Statement. Very truly yours, WILLIAMS, MULLEN, CLARK & DOBBINS, P.C. By: /s/ ------------------------------------------ A Shareholder EX-23 4 EXHIBIT 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to Independent Community Bankshares, Inc. 1997 Stock Option Plan of our report dated January 22, 1999, on the consolidated financial statements of Independent Community Bankshares, Inc. as of December 31, 1998, and for the period ended December 31, 1998, which appears in the annual report on Form 10-K of Independent Community Bankshares, Inc. for the year ended December 31, 1998. /s/ Yount, Hyde & Barbour, P.C. Winchester, Virginia December 21, 1999 -----END PRIVACY-ENHANCED MESSAGE-----