EXHIBIT 10.8
XXXXXX COUNTY BANCSHARES, INC.
2004 LONG-TERM INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
AWARD NO._________
You (the "Participant") are hereby awarded the following stock option (the
"Option") to purchase Shares of Xxxxxx County Bancshares, Inc. (the "Company"),
subject to the terms and conditions set forth in this Stock Option Award
Agreement (the "Award Agreement") and in the Xxxxxx County Bancshares, Inc. 2004
Long-Term Incentive Plan (the "Plan"), which is attached hereto as Exhibit A. A
summary of the Plan appears in its Prospectus, which is attached as Exhibit B.
You should carefully review these documents, and consult with your personal
financial advisor, in order to fully understand the implications of this Award,
including your tax alternatives and their consequences.
By executing this Award Agreement, you agree to be bound by all of the
Plan's terms and conditions as if they had been set out verbatim in this Award
Agreement. In addition, you recognize and agree that all determinations,
interpretations, or other actions respecting the Plan and this Award Agreement
shall be made by the Board of Directors (the "Board") of Xxxxxx County
Bancshares, Inc., or any Committee appointed by the Board to administer the
Plan, and shall be final, conclusive and binding on all parties, including you
and your successors in interest. Capitalized terms are defined in the Plan or in
this Award Agreement.
1. VARIABLE TERMS. This Option shall have, and be interpreted according to, the
following terms, subject to the provisions of the Plan in all instances:
Name of Participant: ___________________________
Type of Stock Option: [ ] Incentive Stock Option (ISO)(1)
[ ] Non-Incentive Stock Option(2)
Number of Shares subject to Option: ___________________________
Option Exercise Price per Share: ___________________________
Grant Date: ___________________________
Expiration Date: [ ] ____ years after Grant Date
[ ] 10 years after Grant Date
Vesting Schedule: (Establishes the Participant's rights to exercise this
Option with respect to the Number of Shares stated
above.)
[ ] ___% on Grant Date.
[ ] ___% on each of the first __(#) annual
(_quarterly/__monthly) anniversary dates of the
Participant's Continuous Service after the Grant Date.
(1) If an ISO is awarded to a person owning more than 10% of the voting power of
all classes of stock of the Company or of any Subsidiary, then the term of the
Option cannot exceed 5 years and the exercise price must be at least 110% of the
Fair Market Value of a Share (100% for any other employee who is receiving ISO
awards).
(2) The exercise price of a non-ISO must be at least 50% of the Fair Market
Value.
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Stock Option Award Agreement
Xxxxxx County Bancshares, Inc.
2004 Long-Term Incentive Plan
2. TERM OF OPTION. The term of the Option shall expire at 5:00 p.m. (E.D.T. or
E.S.T., as applicable) on the Expiration Date.
3. MANNER OF EXERCISE. The Option shall be exercised in the manner set forth in
the Plan and as determined by the Committee. The amount of Shares for which the
Option may be exercised is cumulative; that is, if you fail to exercise the
Option for all of the Shares vested under the Option during any period set forth
above, then any Shares subject to the Option that are not exercised during such
period may be exercised during any subsequent period, until the expiration or
termination of the Option pursuant to Sections 2 and 5 of this Award Agreement
and the terms of the Plan. Fractional Shares may not be purchased.
4. SPECIAL ISO PROVISIONS. If designated as an ISO, this Option shall be treated
as an ISO to the extent allowable under Section 422 of the Code, and shall
otherwise be treated as a Non-ISO. If you sell or otherwise dispose of Shares
acquired upon the exercise of an ISO within 1 year from the date such Shares
were acquired or 2 years from the Grant Date, you agree to deliver a written
report to the Company within 10 days following the sale or other disposition of
such Shares detailing the net proceeds of such sale or disposition.
5. TERMINATION OF CONTINUOUS SERVICE.
5.1 If your Continuous Service with the Company is terminated for any
reason other than as a result of your death, disability, retirement or
termination for Cause, you shall have the right to exercise this at any time
within three months following your termination of Continuous Service to the
extent that you are entitled to exercise such Option at the date of such
termination.
5.2 If your Continuous Service with the Company is terminated because you
retire or become disabled (each, as contemplated in Section 6 (h) of the Plan),
you shall have the right to exercise the Option at any time within one year
following your termination of Continuous Service to the extent your are entitled
to exercise such Option at the date of your termination.
5.3 If you die during your Continuous Service with the Company (or within
30 days after termination of your Continuous Service), then your estate or the
person who has the right to exercise the Option may exercise the Option at any
time within one year of your death, but only to the extent that you were
entitled to exercise the Option on the date of your death or, if earlier, the
date when your Continuous Service was terminated.
5.4 If your Continuous Service is terminated due to Cause (as determined
by the Committee in accordance with the Plan), you shall immediately forfeit the
right to exercise this Option.
5.5 Notwithstanding the foregoing, any unexercised option shares awarded
to a Participant who terminates Continuous Service (other than for Cause) after
attaining age 55 and after completing 10 years of employment with the Company,
shall become fully vested and immediately exercisable on and after the effective
date of such termination of employment.
6. OCCURRENCE OF A CHANGE IN CONTROL. In the event of a Change in Control, your
Option shall fully vest and become fully exercisable as to the Shares then
subject to the Option. This shall occur immediately prior to the effective date
of the transaction giving rise to the Change in Control.
7. DESIGNATION OF BENEFICIARY. Notwithstanding anything to the contrary
contained herein or in the Plan, following the execution of this Award
Agreement, you may expressly designate a beneficiary (the "Beneficiary") to your
interest in the Option awarded hereby. You shall designate the Beneficiary by
completing and executing a designation of beneficiary agreement substantially in
the form attached hereto as Exhibit C (the "Designation of Beneficiary") and
delivering an executed copy of the Designation of Beneficiary to the Company.
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Stock Option Award Agreement
Xxxxxx County Bancshares, Inc.
2004 Long-Term Incentive Plan
8. NOTICES. Any notice or communication required or permitted by any provision
of this Award Agreement to be given to you shall be in writing and shall be
delivered personally or sent by certified mail, return receipt requested,
addressed to you at the last address that the Company had for you on its
records. Each party may, from time to time, by notice to the other party hereto,
specify a new address for delivery of notices relating to this Award Agreement.
Any such notice shall be deemed to be given as of the date such notice is
personally delivered or properly mailed.
9. BINDING EFFECT. Except as otherwise provided in this Award Agreement or in
the Plan, every covenant, term, and provision of this Award Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, legatees, legal representatives, successors, transferees, and assigns.
10. MODIFICATIONS. This Award Agreement may be modified or amended at any time,
provided that you must consent in writing to any modification that adversely
alters or impairs any rights or obligations under this Option.
11. HEADINGS. Section and other headings contained in this Award Agreement are
for reference purposes only and are not intended to describe, interpret, define
or limit the scope or intent of this Award Agreement or any provision hereof.
12. SEVERABILITY. Every provision of this Award Agreement and of the Plan is
intended to be severable. If any term hereof is illegal or invalid for any
reason, such illegality or invalidity shall not affect the validity or legality
of the remaining terms of this Award Agreement.
13. GOVERNING LAW. The laws of the State of Tennessee shall govern the validity
of this Award Agreement, the construction of its terms, and the interpretation
of the rights and duties of the parties hereto.
14. COUNTERPARTS. This Award Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument.
15. PLAN GOVERNS. By signing this Award Agreement, you acknowledge that you have
received a copy of the Plan and that your Award Agreement is subject to all the
provisions contained in the Plan, the provisions of which are made a part of
this Award Agreement and your Award is subject to all interpretations,
amendments, rules and regulations which from time to time may be promulgated and
adopted pursuant to the Plan. In the event of a conflict between the provisions
of this Award Agreement and those of the Plan, the provisions of the Plan shall
control.
16. RESTRICTIONS ON TRANSFER. This Award Agreement may not be sold, pledged, or
otherwise transferred without the prior written consent of the Committee.
Notwithstanding the foregoing, you may transfer this Option (i) by instrument to
an inter vivos or testamentary trust (or other entity) in which each beneficiary
is a permissible transferee of yours pursuant to the list of persons identified
in clause (ii) of this Section, or (ii) by gift to charitable institutions or by
gift or transfer for consideration to any of the following relatives of yours
(or to an inter vivos trust, testamentary trust or other entity primarily for
the benefit of the following relatives of yours): any child, xxxxxxxxx,
grandchild, parent, stepparent, grandparent, spouse, former spouse, xxxxxxx,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, and shall include adoptive relationships. Any
transferee of your rights shall succeed and be subject to all of the terms of
this Award Agreement and the Plan.
17. TAXES. By signing this Award Agreement, you acknowledge that you shall be
solely responsible for the satisfaction of any taxes that may arise (including
taxes arising under Sections 409A or 4999 of the Code), and that neither the
Company nor the Administrator shall have any obligation whatsoever to pay such
taxes.
BY YOUR SIGNATURE BELOW on the Grant Date identified above, along with the
signature of the Company's representative, you and the Company agree that this
Option is awarded under and governed by the terms and conditions of this Award
Agreement and the Plan.
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Stock Option Award Agreement
Xxxxxx County Bancshares, Inc.
2004 Long-Term Incentive Plan
XXXXXX COUNTY BANCSHARES, INC.
By: ____________________________________
Name:
Title:
PARTICIPANT
The undersigned Participant hereby
accepts the terms of this Award
Agreement and the Plan.
By: ____________________________________
Name of Participant: ________________________
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XXXXXX COUNTY BANCSHARES, INC.
2004 LONG-TERM INCENTIVE PLAN
EXHIBIT A
PLAN DOCUMENT
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XXXXXX COUNTY BANCSHARES, INC.
2004 LONG-TERM INCENTIVE PLAN
EXHIBIT B
PLAN PROSPECTUS
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XXXXXX COUNTY BANCSHARES, INC.
2004 LONG-TERM INCENTIVE PLAN
EXHIBIT C
DESIGNATION OF BENEFICIARY
In connection with the STOCK OPTION AWARD AGREEMENT (the "Award
Agreement") entered into on _______________, 200_ between Xxxxxx County
Bancshares, Inc. (the "Company") and _______________, an individual residing at
_______________ (the "Participant"), you hereby designate the person specified
below as the beneficiary of the Participant's interest in a stock option to
purchase Shares (as defined in the 2004 Long-Term Incentive Plan) of the Company
awarded pursuant to the Award Agreement. This designation shall remain in effect
until revoked in writing by the Participant.
Name of Beneficiary: ______________________
Address: ______________________
______________________
______________________
Social Security No.: ______________________
You understand that this designation operates to entitle the above-named
beneficiary to the rights conferred by the Award Agreement from the date this
form is delivered to the Company until such date as this designation is revoked
in writing by you, including by delivery to the Company of a written designation
of beneficiary executed by you on a later date.
Date: ________________________
By: ________________________
[Participant Name]
Sworn to before me this
____ day of ____________, 200_
______________________________
Notary Public
County of ________________
State of ________________
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