EXHIBIT 4.3
PREMIER BANCSHARES, INC.
1997 STOCK OPTION PLAN
(EMPLOYEE OPTION AGREEMENT FORM)
THIS AGREEMENT (the "Agreement"), made the _____ day of __________, 199__,
by and between PREMIER BANCSHARES, INC., a Georgia corporation (the
"Corporation"), and ________ _______________ (the "Optionee").
In furtherance of the purposes of the Premier Bancshares, Inc. 1997 Stock
Option Plan, as it may be hereafter amended (the "Plan"), the Corporation and
the Optionee hereby agree as follows:
1. The rights and duties of the Corporation and the Optionee under this
Agreement shall in all respects be subject to and governed by the provisions of
the Plan, a copy of which is delivered herewith or has been previously provided
to the Optionee and the terms of which are incorporated herein by reference.
Capitalized terms used in this Agreement which are not otherwise defined in this
Agreement shall have the respective meanings assigned to them in the Plan.
2. The Corporation hereby grants to the Optionee pursuant to the Plan, as
a matter of separate inducement and agreement in connection with his or her
employment or service to the Corporation, and not in lieu of any salary or other
compensation for his or her services, the right and Option (the "Option") to
purchase all or any part of an aggregate of _______________ (________) shares
(the "Shares") of the Common Stock of the Corporation, at the purchase price of
____________________ ($_____) per share. The Option to purchase _______________
(________) of the Shares shall be designated as an Incentive Option. To the
extent that any Option is designated as an Incentive Option and such Option does
not qualify as an Incentive Option, it shall be treated as a Nonqualified
Option. Except as otherwise provided in the Plan, the Option will expire if not
exercised in full before _______________, _____.
3. The Option shall become exercisable on the date hereof. To the extent
that an Option which is exercisable is not exercised, such Option shall
accumulate and be exercisable by the Optionee in whole or in part at any time
prior to expiration of the Option. The minimum number of shares that may be
purchased under the Option at one time shall be ten (10). Upon the exercise of
an Option in whole or in part, the Optionee shall pay the Option price to the
Corporation in accordance with the provisions of Section 7 of the Plan, and the
Corporation shall as soon thereafter as practicable deliver to the Optionee a
certificate or certificates for the shares purchased.
4. Nothing contained in this Agreement or the Plan shall require the
Corporation or a related corporation to continue to employ the Optionee for any
particular period of time, nor shall it require the Optionee to remain in the
employ of the Corporation or such related corporation for any particular period
of time. Except as otherwise expressly provided in the Plan, all rights of the
Optionee under the Plan with respect to the unexercised portion of his or her
Option shall terminate upon termination of the employment of the Optionee with
the Corporation or a related corporation.
5. To the extent that this Option is designated as an Incentive Option,
the Option shall not be transferable (including by pledge or hypothecation)
other than by will or the laws of intestate succession or pursuant to a
qualified domestic relations order (as defined by the Internal Revenue Code of
1986, as amended (the "Code"), or Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or the rules thereunder). To the
extent that this Option is designated as a Nonqualified Option, the Option shall
not be transferable (including by pledge or hypothecation) other than by will or
the laws of intestate succession or pursuant to a qualified domestic relations
order (as defined by the Code, Title I of ERISA or the rules thereunder), except
as may be permitted pursuant to the Plan. This Option shall be exercisable
during the Optionee's lifetime only by the Optionee.
6. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective executors, administrators, next-of-kin,
successors and assigns.
7. Except as otherwise provided herein or in the Plan, this Agreement
shall be construed and enforced according to the laws of the State of Georgia.
IN WITNESS WHEREOF, this Agreement has been executed on behalf of the
Corporation and by the Optionee as of the day and year first above written.
PREMIER BANCSHARES, INC.
By:
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Name:
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Attest: Title:
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, Secretary
[Corporate Seal]
OPTIONEE
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