Exhibit 10.5



 Exhibit 10.5 
 FIRST BANKSHARES, INC. 
 FORM OF 
 EMPLOYEE STOCK OPTION AGREEMENT 
 THIS AGREEMENT made and entered into as of the
         day of             , 200    , between First Bankshares, Inc., a Virginia corporation, (hereinafter called the
“Company”) and
                                        ,
(hereinafter called the “Employee”); 
 WHEREAS, the Company has determined that it is in the best interests of the Company to
provide an incentive to Employee to acquire a proprietary interest in the Company and, as a stockholder, to share in its success, thus creating an added incentive for each Employee to counsel and consult effectively for the Company and in the
Company’s interest; 
 WHEREAS, the Company maintains the First Bankshares, Inc. Stock Option Plan, (hereinafter the “Plan”);

 WHEREAS, participation in the Plan is effected by an award of the Board of Directors and the execution of this Stock Option Agreement (the
“Agreement”). 
 NOW, THEREFORE, in consideration of the mutual covenants hereafter set forth and for other good and valuable
consideration, the parties hereby agree as follows: 
 SECTION ONE 
 GRANT OF OPTION 
 The Company hereby grants to Employee, as of
                     , 200    , as a matter of this separate Agreement and not in lieu of any other compensation, the right and
option (hereafter called the “Option”,) to purchase              whole shares of authorized, but unissued, common stock of the Company, on the terms and conditions herein set
forth. The Option granted hereunder shall be exercisable by Employee, subject to all terms and conditions set forth in the Plan and this Agreement. 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). 
 SECTION TWO 
 PRICE OF OPTION SHARES 
 The purchase price of
the shares of common stock subject to this Option shall be              and              Dollars
($            ) per share. 
 SECTION THREE 
 INSTALLMENT EXERCISE 
 Subject to such further
limitations as provided herein, this Option shall become exercisable in installments, the Employee having the right hereunder to purchase from the Company the following number of shares upon exercise of the Option on and after the following date, in
cumulative fashion: 
 (a) on and after the date of grant, up to             
shares. 







 Notwithstanding the foregoing, the Option shall be exercisable in full in the event of a Change in
Control (as defined in the Plan.) 
 SECTION FOUR 
 DEADLINE FOR EXERCISE OF OPTION 
 Subject to the terms of this Agreement, this Option may be exercised by
Employee, in whole or in part, at any time within a period of (10) years from the day and year of the Option first above written. 
 SECTION FIVE 
 PROCEDURE FOR EXERCISE OF OPTION 
 Employee shall exercise the Option by written notice to the Company, which notice shall specify the number of whole shares to be purchased and the effective date of the exercise (which shall be a date coinciding with
or following the Company’s receipt of such notice), and which shall be accompanied by a personal or cashier’s check in full payment of the option price for such shares or by surrender of shares of the Company’s common stock with a
fair market value equal to the option price for such shares. Until the Company receives such proper notice and payment, the Employee shall have no rights in the optioned shares of stock. 
 Employee agrees that none of the shares purchased by him under this Option shall be resold, except in accordance with Securities and Exchange Commission
Rule 144, if applicable. 
 SECTION SIX 
 LIMITATIONS ON TRANSFER OF OPTION 
 This Option shall not be transferable by Employee otherwise than by will and the applicable
laws of descent and distribution. During the lifetime of Employee, this Option shall be exercisable only by her. 
 SECTION SEVEN 

TERMINATION OF EMPLOYEE’S OPTION 
 (a)
In the event that Employee ceases to serve as an employee of the Company for any reason, other than termination for cause or the death of the Employee, the Option shall terminate three (3) months from the date on which she ceases to be an
employee of the Company. 
 (b) Notwithstanding (a) above, the Option shall terminate (i) immediately if the Employee is terminated
for cause or she materially breaches any employment contract between her and the Company and (ii) twelve (12) months from the date of the Employee’s death if the Employee is employed by the Company on the date of her death.

 (c) For purposes of this Section Seven “cause” shall mean material failure of the Employee to perform her duties under this
Agreement; unlawful business conduct; theft, commission of a felony; or a material violation of the Company’s work rules or policies. The term “cause” shall 








 
also include the failure of Employee for any reason, within three (3) days after receipt by Employee of written notice thereof from the Board of
Directors of the Company to correct, cease, or otherwise alter any action or omission that materially and adversely affects the Company’s profits or operations. 
 SECTION EIGHT 
 GOVERNING LAW 
 This Agreement shall be governed by the laws of the Commonwealth of Virginia. 
 SECTION NINE 
 CONTROL BY TERMS OF PLAN 
 The terms of the
Plan shall control the operation of this Agreement, except to the extent the Agreement provides terms not inconsistent with the Plan. 
 IN
WITNESS WHEREOF, parties hereto have caused the Agreement to be executed on the day and year first above written. 
  

	
	FIRST BANKSHARES, INC.
	
	  

	Chairman
	
	  

	Secretary
	
	EMPLOYEE
	
	  

	 (Name)