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EXHIBIT 10.03
Document executed with 2 originals distributed as follows:
Original A to Optionee
Original B to The Bank of Nashville ORIGINAL B
STOCK OPTION AGREEMENT
ENTERED INTO BY THE BANK OF NASHVILLE
THIS STOCK OPTION AGREEMENT ("Agreement"), effective the 2nd day of
September, 1992, by and between THE BANK OF NASHVILLE, (the "Bank"), and Xxxx
X. Xxxxxxxxx, Xx. (the "Optionee") pursuant to the terms of the employment
agreement between the Bank and Optionee dated September 2, 1992.
1. Grant of Option. Bank hereby grants to Optionee a stock option (the
"Option"), exercisable in whole or in part, to purchase 20,000 shares of the
Bank's common stock, $6.00 par value per share (the "Common Stock"), for a price
of $6.00 per share.
2. Vesting. The right to exercise this Stock Option vested on September 2,
1992 as to 10,000 shares, shall vest on September l, 1993 as to 5,000 shares,
on September l, 1994 as to 5,000 shares, on N/A, 19___ to N/A shares, and
shall vest on N/A, l9___ as to the remaining shares. The vesting of the option
is conditioned upon Optionee being employed by Bank or its successor on the
respective dates of vesting.
3. Expiration of Option. This Option shall expire on August 31, 2002
with respect to any then unexercised portion of this Option.
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4. Manner of Exercise. This Option shall be exercised by Optionee (or other
party entitled to exercise the Option under Section 6 of this Agreement) by
delivering written notice to the Bank stating the number of shares of Common
Stock purchased, the person or persons in whose name the shares are to be
registered, and each person's address and social security number. Such notice
shall not be effective unless accompanied by the full purchase price for all
shares so purchased. The purchase price shall be payable in cash. Payment in
currency or by check, bank draft, cashier's check or postal money order shall be
considered payment in cash.
5. Nontransferability of Option. This Option shall not be transferable by
the Optionee otherwise than by will or by the laws of descent and distribution,
and is exercisable during Optionee's lifetime only by Optionee. The terms of
this Option shall be binding on the executors, administrators, heirs and
successors of Optionee.
6. Exercise after Death. If the Optionee dies before the expiration of this
Option, this Option may be exercised until the expiration pursuant to Section 3
of this Agreement by the executors or administrators of the Optionee's estate or
by any person or persons who shall have acquired this Option directly from the
Optionee by bequest or inheritance.
7. Restrictions on Purchase and Sale of Shares. If required by applicable
securities laws, the Optionee hereby agrees that, as a further condition to the
exercise of this
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Option, the Optionee (or his successor under Section 6 hereof) will execute
an agreement in form satisfactory to the Bank in which the Optionee
represents that he is purchasing the shares for investment purposes, and
not with a view to resale or distribution.
8. Reservation of Stock. Bank covenants that while the Option is
exercisable, it will reserve from its authorized and unissued common stock
a sufficient number of shares to provide for the delivery of stock pursuant
to the exercise of this Option.
9. Protection Against Dilution. In any of the following events,
occurring hereafter, appropriate adjustment shall be made in the number of
shares deliverable upon the exercise of this Option or in the price per
share to be paid so as to maintain the proportionate interest of the
Optionee: (a) recapitalization of the Bank through a split-up of the
outstanding shares into a lesser number; (b) declaration of a dividend on
the Common Stock of the Bank, payable in Common Stock or securities
convertible into Common Stock; (c) issuance of Common Stock at less than
the price per share payable upon the exercise of this Option, or issuance
of securities carrying conversion privileges or bearing stock purchase
options for Common Stock at more favorable terms than provided by this
Option.
10. Merger, Sale or Change of Majority Control. If a merger, sale or
change of majority control of the Bank is announced, then any portion of
this Option that is not vested
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shall vest upon the closing of such event. If the Bank, or any successor,
shall be consolidated or merged with another corporation, or substantially
all of its assets shall be sold to another corporation in exchange for
stock with the view to distributing such stock to its shareholders, each
share of stock purchasable by this Option shall be replaced for the
purposes hereof by the securities or property issuable or distributable in
respect of one share of Common Stock of this Bank, or its successors, upon
such consolidation, merger, or sale, and adequate provision to that effect
shall be made at the time thereof. If all or substantially all of Bank or
any successor shall be sold for cash, the Optionee may immediately exercise
any unexercised portion of this Option.
11. Optionee's Rights. Until the valid exercise of this Option, the
Optionee hereby shall not be entitled to any rights of a shareholder, but
immediately upon the exercise of this Option and upon payment as provided
herein, the Optlonee hereof shall be deemed a record holder of the common
stock.
12. Amendment. This Option may be amended only by the written
agreement of the parties hereto.
Executed this 19th day of May, 1993.
THE BANK OF NASHVILLE
By:/s/Xxxx X. Xxxxxxxx
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Title:/s/ Vice President - Corporate Secretary
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OPTIONEE
/s/ Xxxx X. Xxxxxxxxx
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Document executed with 2 originals distributed as follows:
Original A to Optionee
Original B to The Bank of Nashville ORIGINAL B
STOCK OPTION AGREEMENT
ENTERED INTO BY THE BANK OF NASHVILLE
THIS STOCK OPTION AGREEMENT ("Agreement"), effective the 27th day of
July, 1993, by and between THE BANK OF NASHVILLE, (the "Bank"), and Xxxx X.
Xxxxxxxxx, Xx. (the "Optionee") pursuant to the terms of the employment
agreement between the Bank and Optionee dated September 2, 1992 and notice
of extension approved by Board of Directors on July 27, 1993.
1. Grant of Option. Bank hereby grants to Optionee a stock option (the
"Option"), exercisable in whole or in part, to purchase 20,000 shares of
the Bank's common stock, $6.00 par value per share (the "Common Stock"),
for a price of $7.125 per share.
2. Vesting. The right to exercise this Stock Option vested on July 27,
1993 as to 4,000 shares, shall vest on July 27, 1994 as to 4,000 shares, on
July 27, 1995 as to 4,000 shares, on July 27, 1996 to 4,000 shares, and
shall vest on July 27, 1997 as to the remaining shares. The vesting of the
option is conditioned upon Optionee being employed by Bank or its successor
on the respective dates of vesting.
3. Expiration of Option. This Option shall expire on August 31, 2003
with respect to any then unexercised portion of this Option.
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4. Manner of Exercise. This Option shall be exercised by Optionee (or
other party entitled to exercise the Option under Section 6 of this
Agreement) by delivering written notice to the Bank stating the number of
shares of Common Stock purchased, the person or persons in whose name the
shares are to be registered, and each person's address and social security
number. Such notice shall not be effective unless accompanied by the
full purchase price for all shares so purchased. The purchase price shall
be payable in cash. Payment in currency or by check, bank draft, cashier's
check or postal money order shall be considered payment in cash.
5. Nontransferability of Option. This Option shall not be transferable
by the Optionee otherwise than by will or by the laws of descent and
distribution, and is exercisable during Optionee's lifetime only by
Optionee. The terms of this Option shall be binding on the executors,
administrators, heirs and successors of Optionee.
6. Exercise after Death. If the Optionee dies before the expiration of
this Option, this Option may be exercised until the expiration pursuant to
Section 3 of this Agreement by the executors or administrators of the
Optionee's estate or by any person or persons who shall have acquired this
Option directly from the Optionee by bequest or inheritance.
7. Restrictions on Purchase and Sale of Shares. If required by
applicable securities laws, the Optionee hereby agrees that, as a further
condition to the exercise of this
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Option, the Optionee (or his successor under Section 6 hereof) will execute
an agreement in form satisfactory to the Bank in which the Optionee
represents that he is purchasing the shares for investment purposes, and
not with a view to resale or distribution.
8. Reservation of Stock. Bank covenants that while the Option is
exercisable, it will reserve from its authorized and unissued common stock
a sufficient number of shares to provide for the delivery of stock pursuant
to the exercise of this Option.
9. Protection Against Dilution. In any of the following events,
occurring hereafter, appropriate adjustment shall be made in the number of
shares deliverable upon the exercise of this Option or in the price per
share to be paid so as to maintain the proportionate interest of the
Optionee: (a) recapitalization of the Bank through a split-up of the
outstanding shares into a lesser number; (b) declaration of a dividend on
the Common Stock of the Bank, payable in Common Stock or securities
convertible into Common Stock; (c) issuance of Common Stock at less than
the price per share payable upon the exercise of this Option, or issuance
of securities carrying conversion privileges or bearing stock purchase
options for Common Stock at more favorable terms than provided by this
Option.
10. Merger, Sale or Change of Majority Control. If a merger, sale or
change of majority control of the Bank is announced, then any portion of
this Option that is not vested
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shall vest upon the closing of such event. If the Bank, or any successor, shall
be consolidated or merged with another corporation, or substantially all of its
assets shall be sold to another corporation in exchange for stock with the view
to distributing such stock to its shareholders, each share of stock purchasable
by this Option shall be replaced for the purposes hereof by the securities or
property issuable or distributable in respect of one share of Common Stock of
this Bank, or its successors, upon such consolidation, merger, or sale, and
adequate provision to that effect shall be made at the time thereof. If all or
substantially all of Bank or any successor shall be sold for cash, the Optionee
may immediately exercise any unexercised portion of this Option.
11. Optionee's Rights. Until the valid exercise of this Option, the
Optionee hereby shall not be entitled to any rights of a shareholder, but
immediately upon the exercise of this Option and upon payment as provided
herein, the Optionee hereof shall be deemed a record holder of the common stock.
12. Amendment. This Option may be amended only by the written agreement of
the parties hereto.
Executed this 4th day of August, 1993.
THE BANK OF NASHVILLE
By:/s Xxxx X. Xxxxxxxx
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Title:/s/ Corporate Secretary
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OPTIONEE
/s/ Xxxx X. Xxxxxxxxx
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STOCK OPTION AGREEMENT
ENTERED INTO BY COMMUNITY FINANCIAL GROUP, INC.
THIS STOCK OPTION AGREEMENT ("Agreement"), effective the 16th day of July,
1996 by and between COMMUNITY FINANCIAL GROUP, INC. (CFGI), and Xxxx X.
Xxxxxxxxx, Xx. (the "Optionee") was approved by Board of Directors on July 16,
1996.
1. Grant of Option. Company hereby grants to Optionee a stock option (The
"Option"), exercisable in whole or in part, to purchase 10,000 shares of the
company's common stock, $6.00 par value per share (the "Common Stock"), for a
price of $ 10.125 per share.
2. Vesting. The right to exercise this Stock Option vested on July 16, 1996
as to 2,000 shares, shall vest on July 16, 1997 as to 2,000 shares, on July 16,
1998 as to 2,000 shares, on July 16, 1999 as to 2,000 shares, and shall vest on
July 16, 2000 as to the remaining shares. The vesting of the option is
conditioned upon Optionee being employed by the company or one of its
subsidiaries or its successor on the respective dates of vesting.
3. Expiration of Option. This Option shall expire on the earlier of July
16, 2006 or 90 days after employment is terminated with respect to any then
unexercised portion of this Option.
4. Manner of Exercise. This Option shall be exercised by Optionee (or other
party entitled to exercise the Option under Section 6 of this Agreement) by
delivering
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written notice to the Company stating the number of shares of Common Stock
purchased, the person or persons in whose name the shares are to be
registered, and each person's address and social security number. Such
notice shall not be effective unless accompanied by the full purchase price
for all shares so purchased, as well as any applicable employee tax
payments. The purchase price shall be payable in cash. Payment in currency
or by check, bank draft, cashier's check or postal money order shall be
considered payment in cash.
5. Nontransferability of Option. This Option shall not be transferable
by the Optionee otherwise than by will or by the laws of descent and
distribution, and is exercisable during Optionee's lifetime only by
Optionee. The terms of this Option shall be binding on the executors,
administrators, heirs and successors of Optionee.
6. Exercise After Death. If the Optionee dies before the expiration of
this Option, this Option may be exercised until the expiration pursuant to
Section 3 of this Agreement by the executors or administrators of the
Optionee's estate, or by any person or persons who shall have acquired this
Option directly from the Optionee by bequest or inheritance.
7. Restrictions on Purchase and Sale of Shares. If required by
applicable securities laws, the Optionee hereby agrees that, as a further
condition to the exercise of this Option, the Optionee (or his successor
under Section 6 hereof) will execute an agreement in form satisfactory to
the Company in which the Optionee represents that he is purchasing the
shares for investment purposes, and not with a view to resale or
distribution.
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8. Reservation of Stock. Company convenants that while the Option is
exercisable, it will reserve from its authorized and unissued common stock
a sufficient number of shares to provide for the delivery of stock pursuant
to the exercise of this Option.
9. Protection Against Dilution. In any of the following events,
occurring hereafter, appropriate adjustment shall be made in the number of
shares deliverable upon the exercise of this Option or in the price per
share to be paid so as to maintain the proportionate interest of the
Optionee: (a) recapitalization of the Company through a split-up of the
outstanding shares into a lesser number; (b) declaration of a dividend on
the Common Stock of the Company, payable in Common Stock or securities
convertible into Common Stock; (c) issuance of Common Stock at less than
the price per share payable upon the exercise of this Option, or issuance
of securities carrying conversion privileges or bearing stock purchase
options for Common Stock at more favorable terms than provided by this
Option.
10. Merger, Sale or Change of Majority Control. If a merger, sale or
change of majority control of the Company is announced, then any portion of
this Option that is not vested shall vest upon the closing of such event.
If the Company, or any successor, shall be consolidated or merged with
another corporation in exchange for stock with the view to distributing
such stock to its shareholders, each share of stock purchasable by this
Option shall be replaced for the purposes hereof by the securities or
property issuable or distributable in respect of one share of Common Stock
of this Company, or its successors, upon such consolidation, merger, or
sale, and adequate provision to that effect shall be
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made at the time thereof. If all or substantially all of Company or any
successor shall be sold for cash, the Optionee may immediately exercise any
unexercised portion of this Option.
11. Optionee's Rights. Until the valid exercise of this Option, the
Optionee hereby shall not be entitled to any rights of a shareholder, but
immediately upon the exercise of this Option and upon payment as provided
herein, the Optionee hereof shall be deemed a record holder of the common
stock.
12. Amendment. This Option may be amended only by the written
agreement of the parties hereto.
Executed this 1st day of August, 1996
COMMUNITY FINANCIAL GROUP, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Title: /s/Corporate Secretary
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OPTIONEE
/s/ Xxxx X. Xxxxxxxxx
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