EXHIBIT 10.17
MAIN STREET BANKS, INC.
OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN
RESTRICTED STOCK GRANT AGREEMENT
Grantee:_______________________________
Number of Shares:______________________
Date of Grant:_________________________
1. AWARD OF RESTRICTED STOCK. MAIN STREET BANKS, INC. (the
"Corporation"), hereby awards to ___________________ ("Grantee"), under its
Omnibus Stock Ownership and Long Term Incentive Plan (the "Plan"), __________
shares ("Restricted Stock") of its Common Stock ("Common Stock"), no par value
per share, to be held as Restricted Stock under the terms of the Plan and this
Restricted Stock Grant Agreement ("Agreement"). The Plan is incorporated herein
by reference and made a part of this Agreement.
2. DEFINITIONS. Capitalized terms as used herein shall have the
meanings indicated in this paragraph or in paragraph 1 above unless the context
clearly manifests a different intent. Capitalized terms not defined herein or in
paragraph 1 shall have the respective meanings set forth in the Plan. The
following words and phrases shall have the following meanings:
(a) "Restricted Period" means the period of time during which all
or part of the Restricted Stock awarded under this Agreement
to the Grantee would be forfeited upon the Grantee's
Termination of Employment. The Restricted Period would end on
the date the Grantee becomes 100% vested in the Restricted
Stock.
(b) "Termination of Employment" means the Grantee's discontinuance
of employment as an Eligible Employee with the Corporation
and/or any Subsidiary for any reason. A transfer between the
Corporation and one of its Subsidiaries shall not be deemed a
Termination of Employment for purposes of the Plan.
(c) "Vested Portion" shall be determined by multiplying the number
of shares of Common Stock awarded as Restricted Stock to the
Grantee by the applicable vesting percentage contained in
paragraph 4 below.
3. FORFEITURE. If the Grantee incurs a Termination of Employment during
the Restricted Period for any reason, the Grantee shall forfeit all non-vested
Restricted Stock as of such Termination of Employment. The Grantee will become
vested in the Restricted Stock pursuant to the vesting schedule contained in
paragraph 4 below. Notwithstanding the preceding sentences, if the Grantee
incurs a Termination of Employment on account of the Grantee's Retirement (on or
after age 65), Disability or Death, the Committee may, but is not required to,
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increase the Grantee's Vested Portion of Restricted Stock.
4. VESTING SCHEDULE.
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(a) The Grantee shall become vested in the Restricted Stock
pursuant to the following table:
Number of Full Years Percent of
of Employment Vested
Following Date of Grant Restricted Stock
----------------------- ----------------
Less than 1 Year 0%
1 Year 20%
2 Years 40%
3 Years 60%
4 Years 80%
5 or more Years 100%
(b) There shall be no acceleration in vesting upon a Change of
Control.
5. ISSUANCE OF SHARES. The Corporation shall issue a certificate for
the shares of Common Stock awarded to the Grantee as Restricted Stock pursuant
to this Agreement. Each certificate issued for shares awarded to the Grantee
under this Agreement shall be registered in the name of the Grantee and shall
bear a legend in substantially the following form:
This certificate and the shares of stock represented hereby are subject
to the terms and conditions (including forfeiture and restrictions
against transfer) contained in the Main Street Banks, Inc. Omnibus
Stock Ownership and Long Term Incentive Plan and a Restricted Stock
Grant Agreement between the registered owner of the shares represented
hereby and Main Street Banks, Inc. Release from such terms and
conditions shall be made only in accordance with the provisions of such
Plan and Agreement, copies of which are on file in the office of Main
Street Banks, Inc.
6. RELEASE OF SHARES. As soon as practicable following the Grantee's
Termination of Employment or, if earlier, the end of the Restricted Period, the
Grantee will receive a stock certificate without the legend described in
paragraph 5 representing the Vested Portion of the Grantee's Restricted Stock.
In determining the Vested Portion, partial shares shall be forfeited and the
Grantee shall not be entitled to any compensation for the cancellation of such
partial shares. The Vested Portion shall be computed by multiplying the
Grantee's number of shares of Common Stock awarded as Restricted Stock by the
applicable vesting percentage contained in paragraph 4 above. The Restricted
Period shall end on the date the Grantee becomes 100% vested in the Restricted
Stock.
7. RETURN OF ORIGINAL STOCK CERTIFICATE. Notwithstanding paragraph 6
above, the
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Grantee shall not be entitled to a stock certificate for the Vested Portion of
his Restricted Stock until the Grantee delivers to the Committee the original
stock certificate issued as part of the Grantee's Restricted Stock award
pursuant to paragraph 5.
8. RESTRICTIONS ON TRANSFER OF SHARES. Shares awarded under the Plan,
and any right or interest of the Grantee therein, including the right to vote
such shares and to receive dividends thereon, may not, except as provided in
paragraph 10, be sold, assigned, transferred, exchanged, pledged, hypothecated,
or otherwise encumbered during the Restricted Period to or in favor of any party
other than the Corporation or a Subsidiary, and no such sale, assignment,
transfer, exchange, pledge, hypothecation, or encumbrance, whether made or
created by voluntary act of the Grantee or of any agent of such Grantee or by
operation of law, shall be recognized by, or be binding upon, or shall in any
manner affect the rights of, the Corporation during the Restricted Period. Any
such sale, assignment, transfer, exchange, pledge, hypothecation, or
encumbrance, whether made or created by voluntary act of the Grantee or of any
agent of such Grantee or by operation of law, shall be void and have no effect,
and the Company may take any or all steps set forth in section 4.2(b) of the
Plan.
9. RIGHTS OF GRANTEE DURING RESTRICTED PERIOD. Except as otherwise
provided in this Agreement, the Plan, or in any applicable shareholder
agreement, the Grantee shall, during the Restricted Period, have all of the
other rights of a stockholder with respect to shares awarded to the Grantee
including, but not limited to, the right to receive such cash dividends, if any,
as may be declared on such shares from time to time, and the right to vote (in
person or by proxy) such shares at any meeting of stockholders of the
Corporation. Any stock dividends declared with respect to Restricted Stock shall
be subject to the same terms and conditions as the Restricted Stock with respect
to which such stock dividends are issued.
10. TRANSFERABILITY OF SHARES. Shares of Restricted Stock awarded under
the Plan shall be non-assignable and non-transferable except upon the Death of
the Grantee as hereinafter provided. A Grantee may, however, appoint a
beneficiary (on a form supplied by the Corporation) to receive the shares of
Restricted Stock, if any, in the event of Xxxxxxx's death and a Grantee may
change the designated beneficiary at any time prior to the Grantee's death. If
the Grantee fails to designate a beneficiary, the Grantee's beneficiary shall be
his estate. During a Grantee's lifetime, shares of Restricted Stock awarded to
the Grantee shall be released only to the Grantee.
11. ACCELERATION POWER. Notwithstanding any other provisions of the
Plan or this Agreement, the Committee shall be authorized in its discretion to
accelerate the vesting of Restricted Stock and to release Restricted Stock to
the Grantee upon such terms and conditions as the Committee may deem advisable.
12. FEDERAL INCOME TAX MATTERS. The Grantee, upon award of the shares
of Restricted Stock hereunder, shall be authorized to make an election to be
taxed upon such award under Section 83(b) of the Code. To effect such election,
the Grantee may file an appropriate election with the Internal Revenue Service
within thirty (30) days after award of the Restricted Stock and otherwise in
accordance with applicable Treasury Regulations.
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The Grantee recognizes that, pursuant to Section 4.1(d) of the Plan,
the Committee may make such provisions and take such steps as it may deem
necessary or appropriate for the withholding of any taxes that the Corporation
or its Subsidiaries are required by any law or regulation or any governmental
authority, whether Federal, state or local, domestic or foreign, to make in
connection with the release of Restricted Stock as provided in paragraph 6 of
this Agreement.
13. CONTINUED EMPLOYMENT NOT PRESUMED. Neither the Plan, the award of
Restricted Stock under this Agreement nor this Agreement shall impose any
obligation on the Corporation and/or any Subsidiary to continue the employment
of the Grantee.
14. GRANTEE'S COVENANT. The Grantee hereby agrees to use his or her
best efforts to provide services to the Corporation in a workmanlike manner and
to promote the Corporation's interests.
15. RESTRICTIONS ON ISSUANCE OF SHARES. If at any time the Committee
shall determine, in its discretion, that listing, registration or qualification
of the shares of Restricted Stock subject to this Agreement upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition to the
award or the release of Restricted Stock hereunder, such award or release may
not be made in whole or in part unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee.
16. PLAN CONTROLS. In the event of any actual or alleged conflict
between the provisions of the Plan and the provisions of this Agreement, the
provisions of the Plan shall be controlling and determinative.
17. LEGEND. In addition to other applicable legends, there will be
placed on the certificates for the shares, or any substitutions therefor, a
legend stating in substance as follows:
The shares evidenced by this certificate have not been registered under
the Securities Act of 1933, as amended (the "1933 Act"), and may not be
transferred, nor will any assignee or endorsee hereof be recognized as
an owner hereof by the issuer for any purpose, unless a registration
statement under the 1933 Act with respect to such shares shall then be
in effect or unless the availability of an exemption from registration
with respect to any proposed transfer or disposition of such shares
shall be established to the satisfaction of counsel for the issuer.
Furthermore, during the period in which securities that are a part of
the issue of which the shares evidenced by this certificate are a part
are being offered and sold by the issuer, and for a period of nine
months from the date of the last sale by the issuer of such securities,
all resales of any part of the issue, by any person, shall be made only
to persons resident within the State of Georgia.
18. SUCCESSORS. This Agreement shall be binding upon any successor of
the Corporation, in accordance with the terms of this Agreement and the Plan.
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IN WITNESS WHEREOF, Main Street Banks, Inc., acting by and through its
duly authorized officers, has caused this Restricted Stock Agreement to be
executed, and the Grantee has executed this Restricted Stock Agreement, all as
of the day and year first above written.
MAIN STREET BANKS, INC.
By:
Title:
GRANTEE
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MAIN STREET BANKS, INC.
SUBSCRIPTION AGREEMENT FOR THE PURCHASE
OF SHARES OF COMMON STOCK
I,___________________________, on this 11th day of October, 2000,
hereby acknowledge receipt of ___________________________ (___________) shares
of the no par value Common Stock (the "Shares") of Main Street Banks, Inc. (the
"Corporation"), a corporation organized and existing under the laws of the State
of Georgia.
I acknowledge that the issuance of the Shares may not be registered
under the federal Securities Act of 1933, as amended (the "1933 Act") or the
Georgia Securities Act of 1973, as amended (the "Georgia Act") in reliance upon
exemptions from registration contained in those respective Acts, and that the
Corporation's reliance upon such exemptions is based in part upon my
representations, warranties and agreements contained in this Subscription
Agreement.
I acknowledge that, prior to the execution of this Subscription
Agreement, I have had the opportunity to ask questions of and receive answers or
obtain additional information from a representative of the Corporation
concerning the financial and other affairs of the Corporation and the terms and
conditions of the offering of Shares to which this Subscription Agreement
relates and, to the extent I believe necessary in light of my personal knowledge
of the Corpora tion's affairs, I have asked such questions and received
satisfactory answers.
I represent, warrant and agree as follows:
(1) I have carefully read this Subscription Agreement and, to the
extent I believe necessary, I have discussed the representations, warranties and
agreements which I make by signing it and the applicable limitations upon my
resale of the Shares with my counsel and counsel for the Corporation.
(2) I am purchasing the Shares for my own account, with the intention
of holding the Shares for investment, with no present intention of dividing or
allowing others to participate in this investment or of reselling or otherwise
participating, directly or indirectly, in a distribution of the Shares; and I
shall not make any sale, transfer or other disposition of the Shares without
registration under the 1933 Act and the Georgia Act or unless an exemption from
registration is available under those acts, respectively.
(3) I am familiar with the business in which the Corporation will be
engaged, and based upon my knowledge and experience in financial and business
matters, I am familiar with the investments of the sort which I am undertaking
herein; I am fully aware of the problems and risks involved in making an
investment of this type; and I am capable of evaluating the merits and risks of
this investment.
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(4) This investment is in accord with the nature and size of my present
investments and net worth, and I am financially able to bear the economic risk
of this investment, including the ability to afford holding the Shares for an
indefinite period or to afford a complete loss of this investment.
(5) I am eighteen years of age or older and my principal residence is
in Georgia at the address shown under my signature on the bottom of this
Subscription Agreement.
(6) I understand that the provisions of Rule 144 under the 1933 Act are
not available to permit resales of these Shares, and due to the nature of the
business of the Corporation and the conditions of Rule 144, it is unlikely that
the conditions necessary to permit routine sales of the Shares under Rule 144
will ever be satisfied, and, if Rule 144 should become available, routine sales
made in reliance upon its provisions could be made only in limited amounts and
in accordance with the terms and conditions of the Rule. I further understand
that in connection with sales of Shares for which Rule 144 is not available,
compliance with Regulation A or some other registration exemption will be
required.
(7) I understand that the Corporation is under no obligation to
register the Shares or to comply with the conditions of Rule 144 or take any
other action necessary in order to make any exemption for the sale of the Shares
without registration available.
(8) I understand and agree that stop transfer instructions will be
given to the Corporation's transfer agent or the officer in charge of its stock
records and noted on the appropriate records of the Corporation to the effect
that the Shares may not be transferred out of my name unless approval is first
obtained from the Corporation. I further agree that there will be placed on the
certificates for the Shares, or any substitutions therefor, a legend stating in
substance as follows, and I understand and agree that the Corporation may refuse
to permit the transfer of the Shares out of my name and that the Shares must be
held indefinitely in the absence of compliance with the terms of such legend.
The shares evidenced by this certificate have not been registered under
the Securities Act of 1933, as amended (the "1933 Act"), and may not be
transferred, nor will any assignee or endorsee hereof be recognized as
an owner hereof by the issuer for any purpose, unless a registration
statement under the 1933 Act with respect to such shares shall then be
in effect or unless the availability of an exemption from registration
with respect to any proposed transfer or disposition of such shares
shall be established to the satisfaction of counsel for the issuer.
Furthermore, during the period in which securities that are a part of
the issue of which the shares evidenced by this certificate are a part
are being offered and sold by the issuer and for a period of nine
months from the date of the last sale by the issuer of such securities,
all resales of any part of the issue, by any person, shall be made only
to persons resident within the State of Georgia.
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IN WITNESS WHEREOF, the undersigned has executed this Stock
Subscription Agreement on the day and year first above written.
Signature
________________
Name
Residence: Number and Street
City State Zip Code
Social Security Number
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BENEFICIARY DESIGNATION FORM
TO THE PLAN ADMINISTRATOR OF THE
MAIN STREET BANKS, INC.
OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN
Participant: ________________________________________________________________
Last First Middle
(a) I hereby confirm my participation in the Plan. I agree to be bound
by the terms and conditions of the Plan as in current effect and as they may be
amended from time to time.
(b) In accordance with the provisions of that Plan, I hereby designate
as my primary beneficiary to receive any benefits payable from the Plan by
reason of my death:
PRIMARY BENEFICIARY (check one)
--------------------
[ ] my spouse______________________________________________________________
[ ] per stirpes to my descendants living at the time of (each) distribution
[ ] other (give name and relationship)_____________________________________
If my primary beneficiary does not survive me (or if the above
designation is not effective for any other reason) I hereby designate as my
secondary beneficiary to receive any benefits payable from the Plan by reason of
my death:
SECONDARY BENEFICIARY (check one)
---------------------
[ ] per stirpes to my descendants living at the time of (each) distribution
[ ] other (give name and relationship) ____________________________________
If a distributee is minor, payment of his distribution may be made to
the person having custody of the minor, to the minor without intervention of a
guardian, to a legal guardian of the minor, to a custodian for such minor under
a statute similar to the Uniform Gifts to Minors Act, or for the benefit of the
minor, as the Corporation shall determine in its sole discretion.
NOTE: YOUR ELECTION MAY HAVE ESTATE TAX CONSEQUENCES. YOU SHOULD CONSULT
YOUR PERSONAL TAX ADVISOR.
I reserve the right as a Participant to change this beneficiary
designation in accordance with the provisions of the Plan. If my primary and
secondary beneficiaries do not survive me, I understand that any benefits
payable under the Plan will be made to my estate.
___________________________________ _______________________________________
Date Name (Print)
___________________________________ _______________________________________
Witness Signature
Participant Address: _________________________________________________________
Social Security Number: ______________________________________________________
Sign and return this form to:
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