EXHIBIT 4.3
Form of Georgia Bancshares, Inc. Employee Incentive Stock Option Agreement
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GEORGIA BANCSHARES, INC.
EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT
Dear ___________________:
The Board of Directors of Georgia Bancshares, Inc. (the "Company")
hereby notifies you (the "Employee") of the Company's grant to you of an
incentive stock option (the "Option") to purchase shares of the Company's common
stock (the "Stock"), as an employment incentive and to encourage stock ownership
in the Company, on the following terms and conditions:
1. PLAN. This Option is granted pursuant to the provisions of the
Company's Employee Incentive Stock Option Plan (the "Plan")
and the terms and conditions of the Plan are incorporated
herein by reference and made a part hereof. This Option is
subject to, and the Company and the Employee agree to be bound
by, all of the terms and conditions of the Plan under which
this Option was granted as the same shall have been amended
from time to time in accordance with the terms thereof. A copy
of the Plan has been delivered to, and receipt is hereby
acknowledged by, the Employee.
2. OPTION. The Company hereby grants to the Employee the Option
to purchase all or any part of the aggregate of such number of
shares of the Stock subject to the terms and condition of the
Plan and as set forth on EXHIBIT "A" attached hereto and
incorporated herein by reference.
3. NON-TRANSFERABLE OPTION. This Option and all rights hereunder
are neither assignable nor transferable by the Employee
otherwise than by will or under applicable laws of descent and
distribution, and during the Employee's lifetime this Option
is exercisable only by him. Without limiting the generality of
the foregoing, this Option shall not be transferred, assigned,
pledged or hypothecated in any way (whether by operation of
law or otherwise) and shall not be subject to execution,
attachment or similar process.
4. NOTICE OF EXERCISE OF OPTION. This Option may be exercised by
the Employee or by his administrators, executors or personal
representatives by written notice in substantially the form of
"Notice of Exercise" attached hereto as EXHIBIT "B", and
accompanied by a certified or cashier's check payable to the
Company in payment of the Option exercise price applicable to
such Stock as provided herein. Upon receipt of such notice and
accompanying payment, subject to the terms hereof, the Company
shall cause to be issued to the Employee or to his
representatives, executors, or personal representatives, as
the case may be, a certificate(s) for the number of shares of
Stock purchased hereunder which will be registered in the name
of the person exercising this Option.
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Acceptance by the Employee of the certificate(s) representing
the Stock purchased hereunder shall constitute a confirmation
by the Employee that the representations, warranties,
acknowledgments and agreements made herein shall be true and
correct at that time.
5. RESTRICTIONS ON STOCK TRANSFER. The Employee represents and
warrants to the Company that he will acquire these securities
for his own account, for investment purposes only and not with
a view to sale or distribution thereof, in whole or in part,
and that he has such knowledge and experience in the business
and financial matters of the Company that he is capable of
evaluating the merits and risks of an investment in these
securities. The Employee acknowledges and agrees that these
securities have not been registered under the Securities Act
of 1933 in reliance on an exemption thereunder for
transactions not involving a public offering; that the
undersigned shall have no right to require that the Company
register these securities under the Securities Act of 1933;
and that the Employee can bear the economic risks of the
investment for an indefinite period of time as there may not
be an active public market for these securities.
The following legend shall be placed on the certificate(s)
representing the Stock purchased by the Employee hereunder:
THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE UPON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER FEDERAL
AND STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD OR
TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS (1) EXEMPT UNDER
FEDERAL OR STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER FEDERAL OR STATE SECURITIES LAWS OR THAT IS
OTHERWISE IN COMPLIANCE WITH FEDERAL OR STATE SECURITIES LAWS
OR (2) UPON RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY WITH RESPECT TO COMPLIANCE WITH FEDERAL AND STATE
SECURITIES LAWS.
THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON
PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE GEORGIA
SECURITIES ACT OF 1973, AND MAY NOT BE SOLD OR TRANSFERRED
EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR
PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.
6. ENTIRE AGREEMENT. Subject to the terms and conditions of the
Plan, which is incorporated herein by reference, this
Agreement expresses the entire understanding and agreement of
the parties hereto.
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Please execute this Agreement in the space provided below to
evidence your acceptance hereof.
GEORGIA BANCSHARES, INC.
By:
------------------------------
Title:
---------------------------
Date:
----------------------------
READ AND AGREED TO:
------------------------------
Employee
Date:
-------------------------
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EXHIBIT "A "
TO EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT
BETWEEN
GEORGIA BANCSHARES, INC.
AND
----------------------------------
1. NUMBER OF SHARES SUBJECT TO OPTION: _______________ (_____) Shares.
2. OPTION EXERCISE PRICE: $______________ per Share.
3. DATE OF GRANT: __________________________
4. OPTION VESTING SCHEDULE
Check one:
( ) Options are exercisable with respect to all Shares on or after
the date hereof.
( ) Options are exercisable with respect to the number of Shares
indicated below on or after the date set next to the number of
Shares:
No. of Shares Vesting Date
------------- ------------
5. OPTION EXERCISE PERIOD:
Check one:
( ) All options expire and are void unless exercised on or before
__________________,
( ) Options expire and are void unless exercised on or before the
date indicated next to the number of Shares:
No. of Shares Vesting Date
------------- ---------------
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6. EFFECT OF TERMINATION OF EMPLOYMENT OF EMPLOYEE:
Check one:
( ) Options automatically terminate at the date of termination.
( ) Employee may exercise options for a period of up to three
months from the date of termination, but only to the extent of
the number of shares which could be exercised at such date of
termination.
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EXHIBIT "B"
NOTICE OF EXERCISE
(TO BE EXECUTED UPON EXERCISE OF STOCK OPTIONS)
TO: Georgia Bancshares, Inc.
The undersigned hereby exercises the right to purchase ______
shares of common stock (the "Shares") covered by the attached Employee Incentive
Stock Option Agreement in accordance with the terms and conditions thereof, and
herewith makes payment of the Option Exercise Price for such Shares in full. The
undersigned hereby directs that the certificates for such Shares be issued in
the name of, and delivered to _________________ whose address is
______________________. If the number of Shares so purchased shall not be all of
the Shares purchasable under such Employee Incentive Stock Option Agreement, a
new Employee Incentive Stock Option Agreement for the balance remaining of the
shares purchasable thereunder shall be issued in the name of and delivered to
the undersigned at the address shown below.
This _______ day of _____________, _________.
--------------------------------------
(Signature must conform in all respects to name
of Employee as specified on the face of the
Employee Incentive Stock Option Agreement)
---------------------------------------
Xxxxxx Xxxxxxx
---------------------------------------
Xxxx Xxxxx Zip Code
---------------------------------------
Social Security Number
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