EXHIBIT 10.9
NBG BANCORP, INC.
NONQUALIFIED STOCK OPTION
COMMON STOCK
($1.00 Par Value Per Share)
STOCK OPTION PLAN: NBG BANCORP, INC. STOCK OPTION PLAN
OPTION FOR THE PURCHASE OF: _________ SHARES
EXERCISE PRICE PER SHARE: _________
DATE OF GRANT: __________________
THIS OPTION AGREEMENT, made and entered into this ____ day of __________, ____
by and between NBG BANCORP, INC., a Georgia corporation ("NBG"), and
______________________________________ (the "Grantee");
W I T N E S S E T H:
WHEREAS, the NBG BANCORP, INC. STOCK OPTION PLAN (the "Plan") has been adopted
by NBG; and
WHEREAS, Article II of the Plan authorizes the Committee to cause NBG to enter
into a written agreement with the Grantee setting forth the form and the amount
of any award and any conditions and restrictions of the award imposed by the
Plan and the Committee; and
WHEREAS, the Committee desires to make an award to the Grantee consisting of a
Nonqualified Stock Option;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and
other good and valuable consideration, the receipt of which is hereby
acknowledged, NBG and the Grantee hereby agree as follows:
1. General Definitions. Any capitalized terms herein shall have the meaning
set forth in the Plan, and, in addition, for purposes of this Option Agreement,
each of the following terms, when used herein, shall have the meaning set forth
below:
(a) "NBG" shall mean NBG Bancorp, Inc.
(b) The "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) The "Common Stock" shall mean the common stock of NBG, $1.00 par value per
share.
(d) The "Exercise Date" shall mean the first anniversary of the Date of Xxxxx.
At any time during the period of this Option commencing with the first
anniversary of the Date of Xxxxx, the Grantee may purchase up to 25% of the
shares covered by this Option and may purchase an additional 25% on the second,
third and fourth anniversary from the Date of Xxxxx so that this Option will be
fully vested on the fourth anniversary of the Date of Grant.
(e) The "Expiration Date" shall mean the date on which this Option expires
pursuant to the provisions of paragraph 4 hereof.
(f) "Fair Market Value" of a share of Common Stock on a specified date means:
(i) if the Common Stock is then traded on a national securities
exchange, the closing price on such date of a share of the Common Stock as
traded on the largest securities exchange on which it is then traded; or
(ii) if the Common Stock is not then traded on a national securities
exchange, the mean between the closing composite inter-dealer "bid" and
"ask" prices for Common Stock, as quoted on the NASDAQ National Market
System (A) on such date, or (B) if no "bid" and "ask" prices are quoted on
such date, then on the next preceding date on which such prices were
quoted; or
(iii) if the Common Stock is not then traded on a national securities
exchange or quoted on the NASDAQ National Market System, the value
determined in good faith by the Committee.
(g) "Good Cause," with respect to any dismissal of Grantee from his or her
employment with NBG or any of its affiliates, shall mean the dismissal of the
Grantee from such employment by NBG or any of its affiliates by reason of (i)
the Grantee's being convicted of, or pleading guilty or confessing to, any
felony or any act of fraud, misappropriation or embezzlement, (ii) the Grantee's
improperly releasing or misappropriating trade secrets or other tangible or
intangible property of NBG or any of its affiliates or engaging in a dishonest
act to the damage or prejudice of NBG or any of its affiliates or in willful or
grossly negligent conduct or activities materially damaging to the property,
business or reputation of NBG or any of its affiliates, or (iii) the Grantee's
failing, without reasonable cause, to devote his or her full business time and
efforts to NBG or any of its affiliates.
(h) This "Option" shall mean the option evidenced by this Option Agreement,
which is intended to be a "nonqualified stock option".
(i) The "Option Price" shall mean the purchase price of each share of Common
Stock that may be purchased by the Grantee upon the exercise of this Option, in
whole or in part.
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The Option Price is set forth under "Exercise Price Per Share" on page 1 of this
Option Agreement as adjusted from time to time in accordance with the provisions
hereof.
2. Grant of Option. Upon the terms and subject to the conditions and
limitations hereinafter set forth, the Grantee shall have the right, at any time
after the Exercise Date and on or before the Expiration Date, to purchase the
number of shares of Common Stock set forth on page 1 of this Option Agreement
and vested under Paragraph 1(d), such number of shares and the Option Price
being subject to adjustment in accordance with the provisions set forth below
and in accordance with the terms of the Plan notwithstanding anything to the
contrary herein.
3. Manner of Exercise. Subject to the terms, conditions, and limitations set
forth herein, this Option may be exercised in whole or in part at any time or
from time to time after the Exercise Date and on or before the Expiration Date
as to any part of the number of whole shares of Common Stock then vested under
Paragraph 1(d) and available under this Option. Such exercise shall be
effective only if the Grantee duly executes and delivers to NBG, at the
principal executive office of NBG or at such other address as NBG may designate
by notice in writing to the Grantee, an option exercise form substantially the
same as that attached hereto as Exhibit A, indicating the number of shares of
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Common Stock to be purchased and accompanied by payment of the Option Price and
any withholding amounts described below. Payment of the Option Price and any
such withholding amounts may be made (i) in cash or by the Grantee's personal
check, a certified check, a bank draft, or a postal or express money order
payable to the order of NBG in lawful money of the United States or in any
combination of the foregoing, or (ii) by delivery of mature shares of Common
Stock, the Fair Value of which is equal to the Option Price as of the Exercise
Date.
Upon any effective exercise of this Option, NBG shall become obligated to
issue a certificate or certificates to the Grantee representing the number of
shares of Common Stock so purchased. Notwithstanding the foregoing, no shares
of Common Stock will be issued unless the Grantee (or his representative as the
case may be) shall pay to NBG or any affiliate, as applicable, such amount as
NBG or any affiliate may advise it is required under applicable federal, state
or local law to withhold and pay over to governmental taxing authorities by
reason of the purchase of such shares of Common Stock pursuant to this Option.
No fractional shares will be issued.
4. Expiration of Option. This Option shall expire, shall become null and
void, and shall be of no further force and effect upon the earlier to occur of
the following events:
(a) Three months after the date of the Grantee's resignation or other
voluntary termination of his or her employment with NBG or any of its affiliates
(other than by reason of his or her death or "disability" within the meaning of
Section 22(e)(3) of the Code), but during such three month period the Option
shall be exercisable only to the extent that it was exercisable as of the date
of resignation or termination;
(b) The dismissal of the Grantee from his or her employment with NBG or
any affiliate for Good Cause at any time;
(c) Three months after the date on which NBG or any affiliate terminates
the Grantee's employment for any reason other than Good Cause, but during such
three month period
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the Option shall be exercisable only to the extent that it was exercisable as of
the date of termination;
(d) One year after the date on which Xxxxxxx's employment with NBG or any
affiliate is terminated by reason of the Grantee's death or "disability" within
the meaning of Section 22(e)(3) of the Code, but during such one year period the
Option shall be exercisable only to the extent that it was exercisable as of the
date of death or disability; or
(e) Ten years from the Date of Xxxxx.
5. Xxxxxx's Exercise Subject to Compliance with Securities Laws.
Notwithstanding the exercise of this Option, in whole or in part, in accordance
with all other provisions of this Option, NBG shall have no obligation to honor
such exercise and to issue Common Stock pursuant thereto unless and until the
Grantee furnishes NBG an agreement in such form as the Committee may specify) in
which the Grantee (or any person acting on his behalf) represents that the
Common Stock acquired by him upon exercise are being acquired for investment and
not with a view to the sale or distribution thereof, or such other
representations as may be required by the Committee in accordance with the
advice of legal counsel, unless the Committee shall have received advice from
legal counsel that such representation is not required.
6. Adjustment of Option Price and Number of Shares That May be Purchased
Hereunder. The Option Price and the number of shares of Common Stock that may
be purchased hereunder shall be subject to adjustment from time to time by the
Committee in accordance with the terms of the Plan in the event of certain
changes in the Common Stock or certain corporate transactions affecting the
number or value of the shares of Common Stock.
7. Notice of Adjustments. Upon the occurrence of any adjustment of the
Option Price, or any increase or decrease in the number of shares of Common
Stock that may be purchased upon the exercise of this Option, then, and in each
such case, NBG, within 30 days thereafter, shall give written notice thereof to
the Grantee at the address of the Grantee as shown on the books of NBG, which
notice shall state the Option Price as adjusted and the increased or decreased
number of shares that may be purchased upon the exercise of this Option, setting
forth in reasonable detail the method of calculation of each.
8. Additional Conditions. The Grantee and any person acting on the Grantee's
behalf agrees and acknowledges that any shares of Common Stock issued or
transferred under this Option may be issued or transferred subject to such
conditions, in addition to those set forth in this Option, as the Committee or
NBG may impose and may require the Grantee (or any person acting on the
Grantee's behalf) to deliver and comply in all respects with NBG's shareholders
agreement, if any, as may be in effect at the time of any exercise of this
Option. No shares shall be issued upon exercise of this Option prior to the
delivery of a properly executed shareholders agreement or such other agreement
or acknowledgment that the Committee shall deem necessary to ensure that the
Common Stock acquired pursuant to the Option will be subject to such
shareholders agreement.
9. Assignment. This Option may not be transferred or assigned by the Grantee
otherwise than by will or by the laws of descent and distribution and, during
the lifetime of the
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Grantee, may be exercised, in whole or in part, only by the Grantee; provided,
however, subject to paragraph 4(d) hereof, in the event of the Grantee's death
or disability, this Option may be exercised by his or her personal
representative, heirs or legatees.
10. No Right to Continued Employment. This Option does not confer upon the
Grantee the right to continued employment with NBG or any affiliate, nor shall
it interfere with the right of NBG or any affiliate to terminate his or her
employment at any time.
11. Miscellaneous.
(a) NBG covenants that it will at all times reserve and keep available,
solely for the purpose of issue upon the exercise of this Option, a sufficient
number of shares of Common Stock to permit the exercise of this Option in full.
(b) The terms of this Option shall be binding upon and shall inure to the
benefit of any successors or assigns of NBG and of the Grantee.
(c) The Grantee shall not be entitled to vote or to receive dividends
with respect to any Common Stock that may be, but has not been, purchased under
this Option and shall not be deemed to be a shareholder of NBG with respect to
any such Common Stock for any purpose.
(d) This Option has been issued pursuant to the Plan and shall be subject
to, and governed by, the terms and provisions thereof. The Grantee hereby agrees
to be bound by all the terms and provisions of the Plan. In the event of any
conflict between the terms of the Plan and this Option Agreement, the provisions
of the Plan shall govern.
(e) This Option Agreement shall be governed by the laws of the State of
Georgia.
IN WITNESS WHEREOF, NBG and the Grantee have executed this Option Agreement
as of the day and year first above written.
NBG BANCORP, INC.
By:
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Its:
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GRANTEE:
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EXHIBIT A
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OPTION EXERCISE FORM
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(To be executed by the Grantee to
exercise the rights to purchase Common Stock
evidenced by the foregoing Option)
TO: NBG BANCORP, INC.
The undersigned hereby exercises the right to purchase __________ shares of
Common Stock covered by the attached Option in accordance with the terms and
conditions thereof, and herewith makes payment of the Option Price of such
shares in full.
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Signature
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Address
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Social Security Number
Date:
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