BAY BANKS OF VIRGINIA INC (Form: S-8, Received: 11/14/2008 13:21:18)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on November 14, 2008

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

BAY BANKS OF VIRGINIA, INC.

(Exact name of registrant as specified in its charter)

VIRGINIA

54-1838100

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

100 South Main Street

Kilmarnock, Virginia 22482

(Address of principal executive offices) (Zip code)

Bay Banks of Virginia

2008 Non-Employee Directors Stock Option Plan

(Full title of the plan)

Austin L. Roberts, III

President and Chief Executive Officer

100 South Main Street

Kilmarnock, Virginia 22482

(Name and address of agent for service)

(804) 435-1171

(Telephone number, including area code, of agent for service)

Copy to:

Scott H. Richter, Esq.

LeClairRyan, A Professional Corporation

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

(804) 783-2003

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b- 2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE




Title of each class of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock, $5.00 par value	50,000 shares	$8.80	$440,000	$17.29

(1)	This Registration Statement also relates to such indeterminate number of additional shares of common stock of the Registrant as may be issuable as a result of a stock dividend, stock split, split-up, recapitalization or similar event.

(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I will be sent or given to participants as specified by Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The following documents, which have been filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in, and shall be deemed to be a part of, this Registration Statement.

(a)

The Annual Report on Form 10-K for the year ended December 31, 2007 of Bay Banks of Virginia, Inc. (“Bay Banks”).

(b)

All other reports filed by Bay Banks pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report referred to in (a) above.

(c)

The description of Bay Banks common stock contained in its Registration Statement on Form 8-B, as filed with the Commission on August 6, 1997.

All documents subsequently filed by Bay Banks 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 herein by reference and shall be deemed a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein and to be a part hereof 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.

The laws of the Commonwealth of Virginia pursuant to which Bay Banks is incorporated permit it to indemnify its officers and directors against certain liabilities with the approval of its shareholders. The articles of incorporation of Bay Banks, which have been approved by its shareholders, provide for the indemnification of each director and officer (including former directors and officers and each person who may have served at the request of Bay Banks as a director or officer of any other legal entity and, in all such cases, his or her heirs, executors and administrators) against liabilities (including expenses) reasonably incurred by him or her in connection with any actual or threatened action, suit or proceeding to which he or she may be made party by reason of his or her being or having been a director or officer of Bay Banks, except in relation to any action, suit or proceeding in which he or she has been adjudged liable because of willful misconduct or a knowing violation of the criminal law.

Bay Banks has purchased officers’ and directors’ liability insurance policies. Within the limits of their coverage, the policies insure (1) the directors and officers of Bay Banks against certain losses resulting from claims against them in their capacities as directors and officers to the extent that such losses are not indemnified by Bay Banks and (2) Bay Banks to the extent that it indemnifies such directors and officers for losses as permitted under the laws of Virginia.

Item 7.

Exemption from Registration Claimed.

Not applicable.

Item 8.

Exhibits.


Exhibit Number		Description of the Exhibit
5.0		Opinion of LeClairRyan, A Professional Corporation.

23.1		Consent of Yount, Hyde & Barbour, P.C., as accountants for Bay Banks of Virginia, Inc.

23.3		Consent of LeClairRyan (included in Exhibit 5.0).

99.1		Bay Banks of Virginia, Inc. 2008 Non-Employee Directors Stock Option Plan.

Item 9.

Undertakings.

(a) 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 a 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this 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 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 offering of such securities at the 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 of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 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 whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 the Town of Kilmarnock, Commonwealth of Virginia, on November 13, 2008.


BAY BANKS OF VIRGINIA, INC.

By:		/s/ Austin L. Roberts, III
		Austin L. Roberts, III
		President and Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Each person whose signature appears below hereby makes, constitutes and appoints Austin L. Roberts, III and Deborah M. Evans his true and lawful attorney, with full power to sign for such person and in such person’s name and capacity indicated below, and with full power of substitution, any and all amendments to this Registration Statement, hereby ratifying and confirming such person’s signature as it may be signed by said attorney to any and all amendments.


Signature	Capacity	Date

/s/ Austin L. Roberts, III	President and Chief Executive Officer and Director (principal executive officer)	November 13, 2008
Austin L. Roberts, III

/s/ Deborah M. Evans	Treasurer (principal financial and accounting officer)	November 13, 2008
Deborah M. Evans	Treasurer (principal financial and accounting officer)

/s/ Allen C. Marple	Chairman of the Board of Directors	November 13, 2008
Allen C. Marple

/s/ Walter C. Ayers	Director	November 13, 2008
Walter C. Ayers

/s/ Robert C. Berry Jr.	Director	November 13, 2008
Robert C. Berry Jr.


Signature	Capacity	Date

/s/ Richard A. Farmar III	Director	November 13, 2008
Richard A. Farmar III

/s/ Robert F. Hurliman	Director	November 13, 2008
Robert F. Hurliman

/s/ Robert J. Wittman	Director	November 13, 2008
Robert J. Wittman

EXHIBIT INDEX


Exhibit Number		Description of the Exhibit
5.0		Opinion of LeClairRyan, A Professional Corporation.

23.1		Consent of Yount, Hyde & Barbour, P.C., as accountants for Bay Banks of Virginia, Inc.

23.2		Consent of LeClairRyan, A Professional Corporation (included in Exhibit 5.0).

99.1		Bay Banks of Virginia 2008 Non-Employee Directors Stock Option Plan.

Exhibit 5.0

[letterhead of LeClairRyan]

November 13, 2008

Bay Banks of Virginia, Inc.

100 South Main Street

Kilmarnock, Virginia 22482

Ladies and Gentlemen:

We have acted as counsel to Bay Banks of Virginia, Inc., a Virginia corporation (the “Company”), in connection with the preparation of this Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission. The Registration Statement covers 50,000 shares of common stock, $5.00 par value (the “Common Stock”), which have been reserved for issuance under the Company’s 2008 Non-Employee Directors Stock Option Plan (the “Plan”).

We have examined the Registration Statement and such corporate records, certificates and other documents as we deemed necessary for the purpose of this opinion, including the Company’s Articles of Incorporation and Bylaws and all amendments thereto. For purposes of this opinion we have assumed (i) the genuineness of the signatures of and, except with respect to the Company, the authority and legal capacity of individuals signing all documents on behalf of the parties thereto; (ii) the authenticity and accuracy of all documents submitted to us as originals; and (iii) the conformity to original documents of all documents submitted to us as copies or facsimiles.

Based upon and subject to the foregoing, it is our opinion that the 50,000 shares of Common Stock which are authorized for issuance under the Plan, when issued or sold in accordance with the terms and provisions of the Plan, will be duly authorized, legally issued, fully paid and non-assessable.

The foregoing assumes that all steps necessary to comply with the registration requirements of the Securities Act of 1933, and with applicable requirements of state laws regulating the offer and sale of securities will be duly taken. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement.

/s/ LeClairRyan, A Professional Corporation

Exhibit 23.1

LOGO

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Bay Banks of Virginia, Inc. of our report dated March 24, 2008, relating to our audit of the consolidated financial statements, which appear in the Annual Report on Form 10-K of Bay Banks of Virginia, Inc. for the year ended December 31, 2007.

Winchester, Virginia

November 13, 2008

Exhibit 99.1

BAY BANKS OF VIRGINIA, INC.

2008 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

1. Purpose. The purpose of the Bay Banks of Virginia, Inc. 2008 Non-Employee Directors Stock Option Plan (the “Plan”) is to encourage ownership of Bay Banks of Virginia, Inc. stock by non-employee members of the Boards of Directors of Bay Banks of Virginia, Inc. and its Subsidiaries in order to promote long term shareholder value and to provide them with an incentive to continue as directors of their respective companies.

2. Definitions . As used in the Plan, the following terms shall have the meanings indicated:

(a) “Act” means the Securities Exchange Act of 1934, as amended.

(b) “Board” means the Board of Directors of Bay Banks of Virginia, Inc.

(d) “Company” means Bay Banks of Virginia, Inc. and its Subsidiaries.

(e) “Company Stock” means the Common Stock of Bay Banks of Virginia, Inc. If the par value of Company Stock is changed, or in the event of a change in the capital structure of the Company (as provided in Section 11), the shares resulting from such change shall be deemed to be the Company Stock within the meaning of the Plan.

(f) “Date of Grant” means the date as of which a director is automatically awarded an Option pursuant to Section 7.

(g) “Disability” means the inability to perform the services to the Company as a director as determined by the Board, and such determination shall be conclusive.

(h) “Effective Date” means May 19, 2008, subject to the approval by shareholders of Bay Banks of Virginia, Inc.

(i) “Eligible Director” means a director described in Section 4.

(j) “Fair Market Value” means:

(i) If the Company Stock is listed on any established stock exchange or quoted on the NASDAQ stock market system, its Fair Market Value shall be the closing sale price for such stock on the Date of Grant as reported by such exchange or the NASDAQ stock market system or, if there are no trades on such date, the value shall be determined as of the last preceding day on which the Company Stock was traded.

(ii) If shares of Company Stock are not traded on an established stock exchange or quoted on the Nasdaq stock market system, the Fair Market Value shall be determined by the Committee using any reasonable method in good faith.

(iii) Fair Market Value shall be determined as of the Date of Grant specified in the Award.

(k) “Option” or “Options” means the right to purchase Company stock subject to the terms and conditions set forth in Section 7.

(l) “Rule 16b-3” means the rule promulgated under the Act, including any corresponding subsequent rule or any amendments to Rule 16b-3 enacted after the effective date of the Plan.

(m) “Subsidiary” means, with respect to any corporation, a corporation more than 50% of whose voting shares are owned directly or indirectly by the Company.

3. Administration. The Plan shall be administered by the Board. The award of Options under the Plan shall be automatic as described in Section 7. However, the Board shall have all powers vested in it by the terms of the Plan, including, without limitation, the authority (within the limitations described herein) to prescribe the form of the agreement applicable to evidence the award of Options under the Plan, to construe the Plan, to determine all questions arising under the Plan, and to adopt and amend rules and regulations for the administration of the Plan as it may deem desirable. Any decision of the Board in the administration of the Plan, as described herein, shall be final and conclusive. The Board may act only by a majority of its members in office, except that the members thereof may authorize any one or more of their number or any officer of the Company to execute and deliver documents on behalf of the Board. No member of the Board shall be liable for anything done or omitted to be done by him or any other member of the Board in connection with the Plan, except for his own willful misconduct or as expressly provided by statute.

4. Participation in the Plan. Each director of the Company who is not otherwise an employee of the Company or any Subsidiary shall be eligible to participate in the Plan. Notwithstanding the fact that a person may be a director of both Bay Banks of Virginia, Inc. and the Bank of Lancaster or any other Subsidiary, such person shall be eligible only for a single grant under the Plan in any one year.

5. Stock Subject to the Plan. The maximum number of shares of Company Stock that shall be issued pursuant to the exercise of Options granted pursuant to the Plan shall be 50,000, subject to adjustment as provided in Section 11. Shares that have not been issued under the Plan allocable to Options and portions of Options that expire or terminate unexercised may again be subject to the award of a new Option. For purposes of determining the number of shares that are available under the Plan, such number shall include the number of shares surrendered by an optionee in connection with the exercise of an Option.

6. Non-Statutory Stock Options. All Options granted under the Plan shall be non-statutory in nature and shall not be entitled to special tax treatment under Section 422 of the Code.

7. Terms, Conditions and Award of Options. Each award of an Option shall be evidenced by a written agreement in such form as the Board shall from time to time approve, which agreement shall comply with and be subject to the following terms and conditions:

(a) Automatic Award of Options . Options for the purchase of shares of Company Stock shall be awarded at the times and for the number of shares as follows:

(i) Each Eligible Director on the Effective Date of the Plan shall automatically receive an Option to purchase 500 shares of Company Stock.

(ii) On each succeeding anniversary of the Effective Date, each director who is then an Eligible Director shall automatically receive an Option to purchase 500 shares of Company Stock.

(b) Option Exercise Price . The Option exercise price shall be the Fair Market Value of the shares of the Company Stock subject to such Option on the Date of Grant.

(c) Options Not Transferable . An Option shall not be transferable by the optionee otherwise than by will, or by the laws of descent and distribution, and shall be exercised during the lifetime of the optionee only by him. An Option transferred by will or by the laws of descent and distribution may be exercised by the optionee’s personal representative as provided in Section 7(e). Except as set forth below, no Option or interest therein may be transferred, assigned, pledged or hypothecated by the optionee during his lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process.

Notwithstanding the foregoing and subject to applicable securities laws, an optionee may transfer any Options that have been or will be granted to the optionee under this Plan to one or more of the optionee’s immediate family members, to a trust or trusts for the benefit of one or more of the optionee’s immediate family members, or to a partnership, limited liability company or other entity the only partners, members or interest holders of which are among the optionee’s immediate family members. No consideration may be paid for the transfer of any Option. The transferee shall be subject to all conditions applicable to the Option prior to its transfer.

(d) Term and Limitation on Exercise . An Option may be exercised in whole or in part, but only with respect to whole shares of Common Stock, on and after the six-month anniversary of the Date of Grant, provided, however, that no Option may be exercised before the Plan is approved by shareholders of Bay Banks of Virginia, Inc. and all applicable federal and state securities laws have been complied with. The term of any Option shall be ten (10) years from the Date of Grant. No Option may be exercised after the expiration of its term or, if earlier, after the date set forth in (i), (ii) or (iii) below.

(i) If an optionee ceases to be an Eligible Director as a result of his death or Disability, the optionee (or his legatees, distributees, or the personal representative of his estate) may exercise his outstanding Options at any time until the first to occur of (x) the date that is twelve (12) months after the date the optionee ceases to be a director of the Company, or (y) the date on which the Options expire according to their terms.

(ii) If an optionee ceases to be an Eligible Director for any reason other than his death or Disability, including his resignation or not standing for re-election, the optionee may exercise his outstanding Options at any time until the first to occur of (x) the date that is three (3) months after the optionee ceases to be a director of the Company, or (y) the date on which the Options expire according to their terms.

(iii) If an optionee dies after he ceases to be an Eligible Director, but within the time period during which his outstanding Options are still exercisable, the optionee’s outstanding Options may be exercised by his legatees, distributees or the personal representative of his estate. The Options may be exercised at any time until the first to occur of (x) the date that is twelve (12) months after the date the optionee ceases to be a director of the Company, or (y) the date on which the Options expire according to their terms.

(e) Method of Exercise . An Option may be exercised by written notice to the Company at its principal office stating the number of shares of Company Stock the optionee has elected to purchase, accompanied by payment in cash or, if the terms of the Option so permit, the optionee may (i) deliver a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of the sale or loan proceeds to pay the exercise price and applicable withholding taxes, or (ii) deliver, or cause to be withheld from the Option shares, shares of Common Stock (valued at their Fair Market Value on the date of exercise) that have been held for at least six months if acquired from the Company and that are not subject to any restrictions in satisfaction of all or part of the exercise price.

8. Reduction in Awards. If at any time under the Plan there are not sufficient shares available to fully permit the automatic awards of Options described in Section 7(a), the awards shall be reduced pro rata (to zero if necessary) so as not to exceed the number of shares available.

9. Termination. The Plan shall terminate upon the earlier of:

(a) the adoption of a resolution by the Board of Bay Banks of Virginia, Inc. terminating the Plan;

(b) the date shares of Company Stock are no longer available under the Plan for the automatic award of Option shares; or

No termination of the Plan shall, without the optionee’s consent, materially and adversely affect any of the rights or obligations of any person under any Option previously awarded under the Plan.

10. Limitation of Rights.

(a) No Right to Continue as a Director . Neither the Plan nor the grant of an Option, nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that any person will be retained as a director for any period of time.

(b) No Shareholders Rights Under Options . An optionee shall have no rights as a shareholder with respect to the shares of Company Stock covered by his Options until the date of exercise of the Option, and, except as provided in Section 11, no adjustment shall be made for dividends or other rights for which the record date is prior to the date of such exercise.

11. Changes in Capital Structure.

(a) If the number of outstanding shares of Company Stock is increased or decreased as a result of a subdivision or consolidation of shares, the payment of a stock dividend, stock split, spin-off, or any other change in capitalization effected without receipt of consideration by the Company (including, but not limited to, the creation or issuance to shareholders generally of rights, options, or warrants for the purchase of common or preferred stock of the Company), the number and kind of shares of stock or securities of the Company to be subject to the Plan, the maximum number of shares or securities which may be delivered under the Plan, and other relevant provisions shall be appropriately adjusted by the Board, whose determination shall be binding and conclusive on all persons, provided that in no event shall the rights or value of the Option be enhanced as a result of such adjustment.

(b) Notwithstanding anything in the Plan to the contrary, the Board may take the foregoing actions without the consent of any Optionee, and the Board’s determination shall be conclusive and binding an all persons for all purposes.

(c) To the extent required to avoid a charge to earnings for financial accounting purposes, adjustments made by the Board pursuant to this Section 11 to outstanding Options shall be made so that both (i) the aggregate intrinsic value of an Option immediately after the adjustment is not greater than or less than the Option’s aggregate intrinsic value before the adjustment and (ii) the ratio of the exercise price per share to the market value per share is not reduced.

12. Amendment of the Plan. The Board (except as provided below) may suspend or discontinue the Plan or revise or amend the Plan in any respect; provided, however, that without approval of the shareholders no revision or amendment shall increase the number of shares of Company Stock subject to the Plan (except as provided in Section 11) or materially increase the benefits accruing to participants under the Plan. The Plan shall not be amended more than once every six months other than an amendment required to comply with changes in the Code or regulations thereunder.

13. Notice. All notices and other communications required or permitted to be given under this Plan shall be in writing and shall be deemed to have been duly given if delivered personally or mailed first class, postage prepaid, as follows: (a) if to the Company - at its principal business address to the attention of the Secretary; (b) if to any Optionee - at the last address of the Optionee known to the sender at the time the notice or other communication is sent.

14. Governing Law. The terms of this Plan shall be governed by the laws of the Commonwealth of Virginia. The Plan is subject to all present and future applicable provisions of the Code and, to the extent applicable, they are subject to all present and future rulings of the Securities and Exchange Commission with respect to Rule 16b-3. If any provision of the Plan or an Option conflicts with any such Code provision or ruling, the Committee shall cause the Plan to be amended, and shall modify the Option, so as to comply, or if for any reason amendments cannot be made, that provision of the Plan or the Option shall be void and of no effect.