EXHIBIT 10.3
STOCK OPTION AGREEMENT UNDER THE
CAPITOL CITY BANCSHARES, INC. STOCK OPTION PLAN
THIS STOCK OPTION AGREEMENT (the "Agreement") entered into this 13th
day of July, 1999, between CAPITOL CITY BANCSHARES, INC. (hereinafter called the
"Company"), a bank holding company incorporated under the laws of the State of
Georgia, and X. XX XXXXXXX (hereinafter called the "Director"), a Director or
Emeritus Director of the Board of Directors of the Company or Capitol City Bank
and Trust Company, a wholly-owned subsidiary of the Company (hereinafter called
the "Bank").
W I T N E S S E T H:
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WHEREAS, on the date first above written, the Company granted to the
Director the option hereinafter described pursuant to, subject to and upon the
terms and conditions set forth in the Capitol City Bancshares, Inc. Stock Option
Plan adopted by the Board of Directors of the Company on July 13, 1999 (a copy
of which is incorporated herein by reference thereto and hereinafter called the
"Plan"), and promptly thereafter notified the Director of the grant of such
option, and
WHEREAS, the Company and the Director desire to enter into this
Agreement to reduce their agreement relating to the grant of the option to
writing.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the good and valuable services rendered by the Director to the Bank
in the past and to be rendered in the future, and for other good and valuable
consideration, the receipt and sufficiency of which the parties hereby
acknowledge, the parties hereto, intending to be legally bound, agree as
follows:
1. GRANT OF OPTION. Pursuant to the Plan and action of the Board of
Directors of the Company on July 13, 1999, the Company does hereby irrevocably
grant to the Director, as a matter of separate agreement and not in lieu of
salary or any other compensation for services, the right and option to purchase
five thousand (5,000) shares (the "Shares") of the $6.00 par value common stock
of the Company as authorized at the date hereof (the "Common Stock") on the
terms and conditions herein set forth (hereinafter called the "Option").
2. PURCHASE PRICE. The purchase price of the Shares of Common Stock
subject to the Option shall be Ten Dollars ($10.00) per share, the fair market
value of the Common Stock on the date of grant.
3. VESTING OF OPTION.
(a) This Option to purchase Shares shall become vested
immediately and may be exercised by said Director as to the number of Shares at
any time during the term of this Option.
4. EXERCISE OF OPTION.
(a) The Option shall be exercisable in whole, at any time, or
in part, from time to time, during the term of the Option as to all or any of
the Shares then purchasable under the Option, but not as to less than 100 shares
(or the remaining Shares then covered by the Option if less than 100 shares) at
any one time. The term of the Option shall be ten (10) years from the date
hereof or such shorter period as is prescribed in Paragraphs 4(d), 4(e), 4(f),
4(g) and 4(h) hereof.
(b) Except as provided in said Paragraphs 4(d), 4(e), 4(f),
4(g) and 4(h), this Option shall not be exercisable unless the Director shall,
at the time of exercise, be a Director or Director Emeritus of the Company or of
a subsidiary of the Company. The holder of the Option shall have none of the
rights of a stockholder with respect to the Shares of Common Stock subject to
the Option until such Shares shall have been issued to him upon the exercise of
the Option.
(c) At the discretion of the Board of Directors or the
Committee (as the case may be) the time within which the Options herein granted
may be exercised may be accelerated.
(d) In the event the Director or Director Emeritus is
terminated as a Director and Emeritus Director, voluntarily or involuntarily, by
reason of a Change in Control or retirement, all vested and exercisable Options
granted hereunder to such Director or Director Emeritus shall be exercisable
until the earlier of the Option Termination Date or the date three (3) months
after the date of such Director's or Director Emeritus' date of termination.
(e) In the event that the employment of Director with the
Company or Bank is terminated by reason of such Director's death, all vested and
exercisable Options granted hereunder to such Director shall be exercisable
until the earlier of the Option Termination Date or the date one (1) year after
the date of death of such Director and if not exercised within said one (1) year
period shall be forfeited. Any such vested Option of a deceased Director may be
exercised prior to their expiration only by the Director's personal
representative or a person or persons to whom such Director's rights in the
Option pass by will or by the laws of descent and distribution.
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(f) In the event that the employment of Director with the
Company or Bank is terminated by reason of such Director becoming Totally
Disabled, all vested and exercisable Options granted hereunder to such Director
shall be exercisable until the earlier of the Option Termination Date or the
date one (1) year after the date of such Director's Termination.
(g) In the event that the employment of Director with the
Company or Bank is terminated for Cause, all vested and exercisable Options
granted hereunder to such Director shall be exercisable until the earlier of the
Option Termination Date or the date thirty (30) days after Director's date of
termination.
(h) In the event Director is terminated for any reason other
than following a Change in Control, retirement, upon Director's death or
becoming Totally Disabled, or for Cause, all vested and exercisable Options as
of such Director's date of termination shall expire on the earlier of the Option
Termination Date or the date thirty (30) days after such Director's date of
termination.
(i) A leave of absence approved in writing by the Board shall
not be deemed a termination of employment for purposes of this Section, but no
Option may be exercised during any such leave of absence.
5. NONTRANSFERABILITY OF OPTION. The Option shall not be transferable
by the Director otherwise than by will or the laws of descent and distributions,
and the Option is exercisable, during his lifetime, only by him. More
particularly (but without limiting the generality of the foregoing), the Option
may not be assigned, transferred (except as aforesaid), pledged or hypothecated
in any way (whether by operation of law or otherwise), and shall not be subject
to execution, attachment or similar process. In the event of any attempted
assignment, transfer, pledge, hypothecation or other disposition of the Option
contrary to the provisions hereof, or the levy of any attachment or similar
process upon the Option, the Option shall be null and void and without effect.
6. CHANGE OF COMMON STOCK.
(a) In the event that the Common Stock of the Company, as
presently constituted, shall be changed into or exchanged for a different number
or kind of shares of stock or other securities of the corporation or of another
kind of shares of stock or other securities of the corporation or of another
corporation (whether by reason of merger, consolidation, recapitalization,
reclassification, split up, combination of shares, or otherwise) or if the
number of such shares of stock shall be increased through the payment of a stock
dividend, then there shall be substituted for or added to each share of Common
Stock of the Company which was theretofore appropriated, or which thereafter may
be subject to an
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Option under the plan, the number and kind of shares of stock or other
securities into which each outstanding share of the Company shall be so changed
or for which each such share shall be exchanged or to which each such share
shall be entitled, as the case may be. Outstanding options shall also be
appropriately amended by the Board, as defined in the Plan, as to price and
other terms, as may be necessary to reflect the foregoing events.
(b) If there shall be any other change in the number or kind
of the outstanding shares of Common Stock of the Company, or of any stock or
other securities into which such stock shall have been changed, or for which it
shall have been exchanged, and if the Board or the Committee (as the case may
be) shall, in its sole discretion, determine that such change equitably requires
an adjustment in any option which was heretofore granted or which may thereafter
be granted under the plan, then such adjustment shall be made in accordance with
such determination.
(c) Fractional shares of Common Stock resulting from any
adjustments in Options pursuant to this section shall be settled as the Board or
Committee shall determine. The grant of an Option pursuant to the plan shall not
affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganization or changes or its capital or business
structure, to merge, to consolidate, to dissolve, to liquidate or to sell or
transfer all or any parts of its business or assets.
7. MISCELLANEOUS.
(a) This Option Agreement does not confer upon the Director
any right to continue in the employ of the Bank or of any parent corporation,
nor does it interfere in any way with the right of the Bank or of any such
parent corporation to terminate the employment of the Director at any time.
(b) Subject to the terms and conditions of this Agreement, the
Option may be exercised by written notice to the Company at its corporate
headquarters in Atlanta, Georgia, Attention: Secretary of Capitol City
Bancshares, Inc. Such notice shall (a) state the election to exercise the Option
and the number of Shares in respect of which it is being exercised, and (b) be
signed by the person or persons so exercising the Option or, in the event the
Option is being exercised pursuant to Paragraph 4(e) hereof by any person or
persons other than the Director, accompanied by appropriate proof of the right
of such person or persons other than the Director to exercise the Option. Such
notice shall either (i) be accompanied by payment of the full purchase price of
such Shares, in which event the Company shall issue and deliver a certificate or
certificates representing such Shares as soon as practicable after the notice is
received, or (ii) fix a date (not less than five nor more than ten business days
from the date such notice is received by the Company for the payment of the full
purchase price of such Shares at the Company's principal office, against
delivery of
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a certificate or certificates representing such Shares. Payment of such purchase
price shall, in either case, be made by certified or bank cashier's check
payable to the order of "Capitol City Bancshares, Inc." or by delivery of shares
of the Company owned by the Director with a market value in the amount of the
exercise price of the Shares being purchased. All Shares issued as provided
herein will be fully paid and nonassessable.
(c) The Company shall at all times during the term of this
Option reserve and keep available such number of shares of Common Stock as will
be sufficient to satisfy the requirements of this Option Agreement, shall pay
all fees and expenses necessarily incurred by the Company in connection with the
issue of Shares pursuant hereto and will from time to time use its best efforts
to comply with all laws and regulations which, in the opinion of counsel for the
Company, shall be applicable thereto.
(d) As used herein, the term "parent corporation" shall mean
any present or future parent corporation of the Bank.
(e) This Option Agreement has been entered into pursuant to
Article VIII of the Plan and the Option shall not be exercisable until all the
terms and conditions of such section have been met.
(f) The Option is effective as of the date hereof, subject as
to exercise of Paragraphs 4 and 7(h), but shall expire thirty (30) days after
the date of grant if the Director does not execute and deliver a copy of this
Option Agreement to the Company on or prior to that date.
(g) Notwithstanding any other provision of this Agreement to
the contrary, it is the intention that the Option qualify as an "incentive stock
option" under said Section 422 of the Code and the Plan. This Agreement is also
deemed to contain such other terms or conditions as may be necessary (and not
contain any terms or conditions inconsistent with said Section 422) so that the
Option qualifies as an incentive stock option under said Section 422 of the
Code.
(h) As a condition to the exercise of an Option, the Board may
in its sole discretion, require the Director to pay, in addition to the purchase
price of the Shares covered by the Option, an amount in cash or shares equal to
any federal, state and local taxes that may be required to be withheld in
connection with the exercise of such Option.
(i) Director will promptly give the Company written notice at
its corporate headquarters, now in Atlanta, Georgia, Attention: Secretary of
Capitol City Bancshares, Inc., of any sale of any Shares purchased pursuant to
the Option which is made within twelve months after the date of exercise of the
Option or twenty-four months from the date of grant.
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(j) This Stock Option Agreement has been entered into pursuant
to and shall be governed by the laws of the State of Georgia.
IN WITNESS WHEREOF, the Company has caused this Option Agreement to be
exercised by its duly authorized officers, and the Director has hereunto set his
hand and affixed his seal, the day and year first above written.
"COMPANY" "DIRECTOR"
CAPITOL CITY BANCSHARES, INC.
BY:______________________________ _________________________________
Chairman X. XX XXXXXXX
ATTEST:__________________________
Secretary
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