EXHIBIT 10.(ii)
RESTRICTED STOCK GRANT AGREEMENT
THIS RESTRICTED STOCK GRANT AGREEMENT (this "Agreement"), dated as
of July 25, 1995, is by and between GOLDEN ISLES FINANCIAL HOLDINGS, INC., a
Georgia corporation (the "Company"), and ____________________________,
("Grantee").
WHEREAS, the Board of Directors of the Company has determined that
Grantee is to be granted, as compensation for his duties as a director or
officer of the Company, shares of the common stock, no par value, of the
Company (the "Common Stock") subject to the restrictions set forth in this
Agreement.
NOW, THEREFORE, the Company and Grantee hereby agree as follows:
1. Grant of Shares. Grantee is granted _____________________
(_______) shares of Common Stock (the "Shares") subject to his or her
agreement to the terms herein. Grantee, or his or her nominee, shall be the
record holder of the Shares and shall have all incidents of ownership therein
except as provided otherwise in this Agreement.
2. Restrictions on Shares. (a) During the period and under
the conditions set forth in Section 3 below, the Shares are subject to
forfeiture. If an Event of Forfeiture (as defined below) occurs, then the
certificate representing the Shares subject to such forfeiture shall be
delivered to the Company, it shall be cancelled, and the Shares represented
thereby shall no longer be recorded as outstanding shares in the Company's
stock records, but rather shall become authorized but unissued shares of the
Company. Grantee shall receive no consideration or compensation in connection
with forfeiture of any Shares. If any certificate representing Shares
cancelled by the Company represents as well Shares not subject to forfeiture
hereunder, then the Company shall issue a replacement certificate to the
record holder of such Shares representing that number of Shares not forfeited
and cancelled.
(b) Each certificate representing Shares which are subject to
restriction under this Agreement shall carry a legend to the effect of the
restrictions or referring to the restrictions under this Agreement. At any
time and from time to time when the restrictions hereunder lapse with respect
to a number of Shares, Grantee may submit the certificate representing such
Shares to the Company requesting the reissuance of one or more certificates
representing restricted Shares and Shares no longer subject to such
restrictions. Such replacement certificate for Shares no longer subject to
restrictions under this Agreement shall contain no legend regarding such
restrictions may contain such other legends required under federal or state
securities laws or otherwise deemed prudent by the Company.
(c) For so long as Shares are subject to restriction under this
Agreement, such Shares are not transferable by Grantee, and accordingly they
may not be sold, transferred by gift or otherwise, pledged, or hypothecated,
nor shall Grantee permit any lien or encumbrance be placed on such Shares.
3. Period of Restrictions and Triggering of Forfeiture. (a)
All Shares shall be subject to this Agreement for one year from the Effective
Date (defined below). After each year, measured from the Effective Date, one-
seventh of the original amount of the Shares shall no longer be subject to
this Agreement, so that after seven years there will remain no Shares subject
hereto. At such time as there are no Shares subject to this Agreement, then
this Agreement will terminate, provided, however, that all Shares subject to
this Agreement at the time of occurrence of an Event of Forfeiture shall
remain subject to this Agreement, and this Agreement shall remain in effect
until forfeiture of the Shares has been properly documented and such Shares
have been cancelled in the stock records of the Company.
(b) The effective date for the measurement of the period of
restriction with respect to the Shares shall be July 25, 1995 (the "Effective
Date").
(c) Forfeiture of Shares subject to this Agreement shall occur
("Event of Forfeiture"), except as provided in paragraph (d) or (e) below, at
any time Grantee shall cease being a director of the Company, a director of
any subsidiary of the Company, an executive officer of the Company, or an
executive officer of a subsidiary, except for a reasonably brief period of
time when Grantee is moving from one such qualifying position to another. For
purposes of this Agreement "executive officer" shall mean: (i) in the case of
a Grantee who is not a director at the time of this Agreement, a position with
the Company or any of its subsidiaries substantially equivalent in
responsibility and authority to Grantee's position as an officer at the time
of this Agreement, and (ii) in the case of a Grantee who is a director at the
time of this Agreement, a position with the Company or any of its subsidiaries
at a vice-president or higher level which involves policy-making authority.
(d) If an Event of Forfeiture would otherwise have occurred under
paragraph (c) as a result of Grantee's death or disability, then the Company
may, at its discretion, waive the restrictions with respect to any or all of
the Shares subject to this Agreement under any conditions it deems
appropriate, or permit full ownership rights to vest as scheduled over the
seven-year period notwithstanding Grantee's failure because of death or
disability to meet the requirements of paragraph (c) above over that period.
(e) Risk of forfeiture under Section 2 above shall terminate with
respect to all Shares upon the occurrence of any of the following: (1) any
merger, consolidation, reorganization, division or other corporate transaction
in which the Common Stock is converted into another security or into the right
to receive securities or property of the Company or of any other entity, other
than a transaction where the holders of all of the Company's securities before
the transaction own substantially all of the securities of the surviving
entity in the transaction (e.g., a merger to change domicile would not trigger
termination of rights); (2) the Company's sale of all or substantially all of
its assets, or liquidation of all or substantially all of its assets; or (3) a
change of control of the Company, which, for example, but not by way of
limitation, shall be deemed to have occurred (i) upon the accumulation by any
person of beneficial ownership of voting securities of the Company in excess
of ten percent (10%) of the then-outstanding voting securities, or (ii) by the
removal at one time by the vote of shareholders of one half or more of the
members of the Company's Board of Directors.
4. Grantee Acknowledgments. (a) Grantee acknowledges that the
Shares are being granted as compensation and as an incentive, and Grantee is
not giving anything of value in consideration of the grant. Grantee
understands that he or she may be subject to federal and state income tax as a
result of the grant of the Shares. He or she has or will seek advice from his
or her own tax advisor with respect to the tax effect of the grant, including
the effect of and decision whether or not to elect to be taxed currently under
Section 83(b) of the Internal Revenue Code of 1986, as amended, in connection
with the transferred property.
(b) Grantee further acknowledges that the Shares have not been
sold to Grantee pursuant to registration under the Securities Act of 1933, as
amended (the "Securities Act"), or under any applicable state securities laws,
and that the further sale, transfer, pledge or other disposition of the Shares
by Grantee must comply with the Securities Act and applicable state securities
laws.
5. Certificates to be Held in Trust; Voting; Dividends. (a)
At the option of the Company to facilitate effecting the forfeiture of Shares
Grantee shall deliver to and deposit with the Company or an independent
custodian designated by the Company (the "Agent") the share certificate or
certificates representing the Shares, together with stock transfer powers duly
endorsed in blank.
(b) Except as otherwise expressly provided in this Agreement,
Grantee shall have all the rights of a shareholder with respect to the Shares
while they are held in trust under this Agreement, including the right to vote
the Shares and to receive any cash dividends declared thereon. If there
occurs any stock dividend, stock split or similar distribution or exchange
with respect to the Shares, any new, substituted or additional securities to
which Grantee thereby becomes entitled by reason of his or her ownership of
the Shares shall be deposited with the Agent and treated thereafter as part of
the "Shares" for purposes of this Agreement.
6. Not an Agreement of Employment. Grantee is not hereby
offered employment by the Company or with any subsidiary of the Company as an
officer or otherwise, nor promised continued employment under any terms and
for any period, and nothing in this Agreement may be construed to the
contrary. Likewise, Grantee is not hereby offered a nomination or appointment
as a director of the Company or of any subsidiary of the Company or any right
thereto for any period.
7. Notices. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be deemed to
have been given when delivered by personal delivery, by facsimile transmission
or by mail, to the following address:
To Grantee: _________________________
_________________________
_________________________
_________________________
_________________________
To the Company: Golden Isles Financial Holdings, Inc.
000 Xxxxxxxxxx Xxxxx
Xx. Xxxxxx Xxxxxx, Xxxxxxx 00000
or at such other address or facsimile number as the parties hereto shall have
last designated by notice to the other party. Any notice given by personal
delivery or mail shall be deemed to have been delivered on the date of receipt
of such delivery at such address; and any notice given by facsimile
transmission shall be deemed to have been delivered on the date of
transmission if received during business hours on a business day, or the next
business day after transmission if received after business hours on a business
day or at any time on a non-business day.
8. Failure to Enforce Not a Waiver. The failure of the Company
or Grantee to enforce at any time any provision of this Agreement shall in no
way be construed to be a waiver of such provisions or of any other provision
hereof.
9. Entire Agreement; Amendments. This document sets forth the
entire agreement between the parties with respect to the subject matter
hereof, and it supersedes any prior discussions or written documents
addressing such subject matter. This Agreement may be amended or modified
only by an instrument in writing signed by Grantee and an authorized
representative of the Company.
10. Governing Law. This Agreement has been entered into, and
shall be governed by and construed according to the laws of, the State of
Georgia, without regard to the conflicts of law rules thereof.
11. Successors and Assigns. This Agreement shall inure to the
benefit of, and be binding on, the successors and assigns of the Company, and
such persons as may be permitted to succeed to the rights of Grantee hereunder
with respect to the Shares.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
By: _______________________________
Xxxxxxx X. Xxxxxx
Chairman and Chief Executive Officer
GRANTEE:
___________________________________
Name:
