EXHIBIT 10.4C
GREATER ATLANTIC FINANCIAL CORP.
1997 STOCK OPTION AND WARRANT PLAN
WARRANT AGREEMENT
NAME OF RECIPIENT: [EXECUTIVE]
NUMBER OF SHARES
SUBJECT TO THIS WARRANT: 55,000 shares
EXERCISE PRICE: $5.00
TERM OF WARRANT: This Warrant expires on November 14, 2007.
(The term of this Warrant shall not exceed 10 years
commencing on the Date of Xxxxx).
PAYMENT OF EXERCISE PRICE: The Exercise Price may be paid in cash or in any
combination of cash or Common Stock of Greater
Atlantic Financial Corp. having a Fair Market Value
on the exercise date equal to the total Exercise
Price. Payment may also be effected by a cashless
exercise with a qualifying broker-dealer.
DATE OF GRANT: November 14, 1997
VOTING: The Recipient shall have no rights as a shareholder
with respect to any shares of Common Stock covered by
this Warrant until the date of issuance of a stock
certificate for the Common Stock acquired by exercise
of this Warrant.
DISTRIBUTION: Shares of Common Stock obtained by the exercise of
this Warrant will be distributed as soon as
practicable following exercise.
DESIGNATION
OF BENEFICIARY: The Recipient may designate in writing the
beneficiary who is to receive, in the event of death,
any Common Stock the Recipient would be entitled to
receive upon the exercise of this Warrant.
NON-TRANSFERABILITY: Warrants shall not be transferred, assigned,
hypothecated, or disposed of in any manner by the
Recipient other than by will or the laws of intestate
succession. The Recipient may, however, petition the
Committee to permit transfer or assignment of this
Warrant if such transfer or assignment is, in the
Committee's sole determination, for valid estate
planning purposes and permitted under the Internal
Revenue Code of 1986, as amended and the Securities
Exchange Act of 1934, as amended.
MODIFICATION AND WAIVER: This Warrant may be amended or modified,
prospectively or retroactively; provided, however,
that no such amendment or modification will adversely
affect the rights of the Recipient under this
agreement without his or her written consent.
This Warrant Agreement is subject to the terms and conditions of the
Greater Atlantic Financial Corp. Stock Option and Warrant Plan (the "Plan"). All
capitalized terms herein shall have the same meaning as those contained in the
Plan.
The Recipient hereby acknowledges that all decisions, determinations
and interpretations of the Board of Directors, or the Committee thereof, in
response of the Plan and this Warrant Agreement are final and conclusive.
IN WITNESS WHEREOF, Greater Atlantic Financial Corp. has caused this
Warrant Agreement to be executed, and the Recipient has hereunto set his hand,
as of the ____ day of ___________, 1998.
GREATER ATLANTIC FINANCIAL CORP.
Board of Directors
By:
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RECIPIENT
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[EXECUTIVE]
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