Exhibit 10.4
FIRST COMMUNITY CORPORATION
STOCK OPTION AGREEMENT
OPTIONS GRANTED:
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DATE OF XXXXX:
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EXERCISE PRICE: $ per share
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RECORD OF EXERCISES
ALL SHARES VEST ONE YEAR FROM DATE OF GRANT
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Date Number of Options Amount Sale Amount Gained
of Exercise Exercised Paid to Corporation Price by Employee
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THIS
STOCK OPTION AGREEMENT ("Agreement") is made and entered into as of
_________________, by and between FIRST COMMUNITY CORPORATION, a
Tennessee
corporation (the "Corporation"), and _________________________ ("Employee").
RECITALS:
A. Corporation is the holding company of First Community Bank, Rogersville,
Tennessee.
B. Corporation has adopted its 1994 Stock Option Plan, as amended (the
"Plan"), which governs and controls the terms of this Agreement.
C. Employee has been granted stock options under this Agreement in
recognition of service to the Corporation.
AGREEMENT:
NOW, THEREFORE, for and in consideration of the promises and the mutual
covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency
FIRST COMMUNITY CORPORATION
STOCK OPTION AGREEMENT
of which are hereby acknowledged, the parties hereby agree as follows:
1. DEFINITIONS. For purposes of this Agreement, the following terms shall have
the meanings specified below. Capitalized terms in this Agreement have the
meaning ascribed to such terms in the Plan unless otherwise defined herein.
1.1 "BENEFICIAL OWNER" shall have the meaning attributed to that
term under Rule 13d-3 of the Securities Exchange Act of 1934, as
amended.
1.2 "CODE" means the Internal Revenue Code of 1986, as amended
from time to time.
1.3 "DISABILITY" means, as defined by and to be construed in
accordance with Code Section 22(e)(3), any medically determinable
physical or mental impairment that is expected to result in death or
that has lasted or can be expected to last for a continuous period of
not less than twelve (12) months, and that renders Employee unable to
engage in any substantial gainful activity. An Employee shall not be
considered to have a Disability unless Employee furnishes proof of the
existence thereof in such form and manner, and at such time, as the
Board of Directors or the Compensation Committee of the Board may
require.
2. STOCK OPTIONS.
2.1 The Corporation hereby grants to Employee an option that, except
as provided in Section 2.2, is intended to be an "Incentive Stock
Option" pursuant to Code Section 422 to purchase up to
____________ shares of the Corporation's Common Stock, no par
value, at an exercise price of $_____________ per share, expiring
10 years from the date granted, as referenced above. Such
Incentive Stock Option is granted pursuant to the Plan, and the
exercise price of the option has been determined by the Board of
Employees of the Corporation to be not less than one hundred
percent (100%) of the fair market value of the stock as of the
date of this Agreement. Pursuant to this Section, the option
granted hereunder shall vest one year from the date granted, as
referenced above.
2.2 In the event that the number of option shares of Common Stock
subject to this Agreement exceeds any maximum established under
the Code for Incentive Stock Options that may be granted to
Employee, or in the event that the option granted under this
Agreement becomes first exercisable in any calendar year to
obtain the Corporation's Common Stock having a fair market value
in excess of $100,000, the option granted hereunder shall be
treated as a non-qualified stock option to the extent of such
excess. If the exercise of the option granted hereunder is
accelerated by reason of a Change in Control or Potential Change
in Control, any portion of such option that is not exercisable as
an Incentive Stock Option by reason of the $100,000 limitation
contained
FIRST COMMUNITY CORPORATION
STOCK OPTION AGREEMENT
in Section 422(d) of the Code shall be treated as a non-qualified
stock option.
3. EXERCISE OF OPTIONS. To exercise this option, in whole or in part, the
Employee shall complete Exhibit A to this Agreement and must submit it with
the payment for the Exercise Price multiplied by the number of shares being
exercised. Upon confirmation that [a] such shares are exercisable, [b] the
payment presented is in good funds, and [c] such exercise is in compliance
with this Agreement, the Corporation will transfer the shares of Common
Stock to the Employee or the Employer's stock brokerage account at the
Employee's direction. The Employee agrees that, to avoid even the
appearance of any Employee trading the Corporation's Common Stock based on
"insider" information or for other business reasons, the Corporation may
determine from time to time that a "quiet period" is in effect during which
all employees, including the Employee, shall not be permitted to sell the
Corporation's Common Stock. By entering into this Agreement, the Employee
agrees not to sell any of the Corporation's Common Stock during such quiet
periods.
4. RESERVATION OF SHARES. The Corporation shall at all times reserve and keep
available a number of its authorized but unissued shares of its Common
Stock sufficient to permit the exercise in full the option granted under
this Agreement.
5. RESTRICTIONS ON SALE OF STOCK. The option granted under this Agreement is
not transferable or assignable except by will or by the applicable laws of
descent and distribution, and only the Employee may exercise the option
granted hereunder during the Employee's lifetime. If the Employee is an
executive officer of the Corporation, or is deemed to be an "affiliate" of
the Corporation, within the meaning ascribed to that term under Rule 144 of
the Securities and Exchange Commission, the number of option shares such
person may transfer during any three-month period will be restricted under
the provisions of Rule 144. If the Employee is such a person, each
certificate evidencing any of the shares of Common Stock acquired by
Employee pursuant to this Agreement shall include a restrictive legend
consistent with such limitation on transfers.
The option granted hereunder shall be registered on the books of the
Corporation maintained at its principal office, and shall be exercised only
on said books by the registered owner hereof in person or by duly
authorized attorney upon surrender of an Exercise Form attached hereto as
Exhibit A properly endorsed, and only in compliance with the provisions of
the Plan and this Agreement. The Corporation will record any exercises on
the Corporation's books indicating the number of option shares having been
exercised and the number of option shares remaining to be exercised.
6. CAPITAL ADJUSTMENTS AFFECTING STOCK, MERGERS AND CONSOLIDATIONS.
A. Capital Adjustments. In the event of a capital adjustment in the
Common Stock resulting from a stock dividend, stock split, reorganization,
merger, consolidation, or a combination or exchange of shares, the number
of shares of Common Stock under option shall be automatically adjusted to
take into account such capital adjustment. The price of any
FIRST COMMUNITY CORPORATION
STOCK OPTION AGREEMENT
share of Common Stock under option shall be adjusted so that there will be
no change in the aggregate purchase price payable upon exercise of the
option.
X. Xxxxxxx and Consolidations. In the event the Corporation merges or
consolidates with another entity, or all or a substantial portion of the
Corporation's assets or outstanding capital stock are acquired (whether by
merger, purchase or otherwise) by a successor, the Common Stock subject to
the Plan and to each outstanding option shall, automatically by virtue of
such merger, consolidation or acquisition, be converted into and replaced
by shares of stock of the Corporation's successor having rights and
preferences no less favorable than the Common Stock, and the number of
shares subject to the option and the purchase price per share upon exercise
of the option shall be correspondingly adjusted, so that, by virtue of such
merger, consolidation or acquisition, each Employee shall have the right to
purchase [i] that number of shares of stock of the Corporation's successor
that have a value equal, as of the date of such merger, conversion or
acquisition, to the value, as of the date of such merger, conversion or
acquisition, of the shares of Common Stock of the Corporation theretofore
subject to Employee's option, [ii] for a purchase price per share that,
when multiplied by the number of shares of stock of the Successor subject
to the option, equal the aggregate exercise price at which Employee could
have acquired all of the shares of Common Stock of the Corporation
theretofore optioned to Employee.
C. No Effect on Corporation's Rights. The granting of an option
pursuant to the Plan shall not affect in any way the right and power of the
Corporation to make adjustments, reorganizations, reclassifications, or
changes of its capital or business structure or to merge, consolidate,
dissolve, liquidate, sell or transfer all or any part of its business or
assets.
7. NOTIFICATION OF SALE. The Employee agrees that, if the shares obtained
under this Agreement are sold within two (2) years from the date of grant
and one (1) year of the date of exercise, the Employee shall notify the
Corporation, at the address set out in Section 14 below, the sale price and
the number of shares sold, within ten (10) days from the date of sale on
the form attached hereto as Exhibit B.
8. TAXES. The Employee shall be responsible for paying all taxes (both federal
and state) on any gain from the sale of Common Stock obtained from the
exercise of the option granted hereunder. The Employee should consult with
his or her tax adviser concerning any questions about the tax liability
arising from the sale of stock obtained through the exercise of this option
to determine, among other things, whether the Employee needs to pay
quarterly estimated taxes on any gain. Employee acknowledges that the
Corporation may be required to collect the taxes at the time of the
exercise. Employee agrees that, if the Corporation must collect the taxes,
the Employee shall promptly supply the Corporation such information
necessary to properly calculate the taxes due, and Employee agrees to pay,
in addition to the amount required to exercise the option granted
hereunder, all such taxes due at the time of the exercise to the
Corporation.
9. LIMITATIONS OF DAMAGES. Employee agrees that, notwithstanding any other
provision of this Agreement to the contrary, Employee's sole and exclusive
remedy for breach of this
FIRST COMMUNITY CORPORATION
STOCK OPTION AGREEMENT
Agreement shall be for the Corporation to deliver any shares of Common
Stock that are vested, properly exercisable and are properly exercised
under the terms of the Plan and this Agreement. THE EMPLOYEE AGREES THAT
THE CORPORATION SHALL NOT BE LIABLE FOR EMPLOYEE'S CONSEQUENTIAL DAMAGES,
IF ANY, RESULTING FROM CORPORATION'S BREACH OR ALLEGED BREACH OF THIS
AGREEMENT, INCLUDING EMPLOYEE'S DAMAGES FOR LOST PROFITS, EVEN THOUGH BOTH
PARTIES RECOGNIZE THAT SUCH BREACH COULD COST THE EMPLOYEE LOST PROFITS AND
CONSEQUENTIAL DAMAGES.
10. INDEMNIFICATION OF CORPORATION BY EMPLOYEE. Employee covenants and agrees
to indemnify and hold harmless the Corporation from any and all losses,
damages, liabilities, expenses or claims, including reasonable attorney
fees and costs of collection, resulting from or arising out of the
Employee's breach of this Agreement.
11. WAIVER OF JURY TRIAL. EMPLOYEE WAIVES ANY RIGHT TO A JURY TRIAL IN ANY
DISPUTE CONCERNING THIS
STOCK OPTION AGREEMENT.
12. ASSIGNMENT. The parties acknowledge that this Agreement has been entered
into due to, among other things, the special skills of Employee, and agree
that this Agreement may not be assigned or transferred by Employee. Any
attempted assignment or transfer of this Agreement by Employee shall be
null and void ab initio. The options hereunder may be exercised only by the
Employee during the Employee's lifetime, or by Employee's personal
representative in the event of death or disability to the extent the
options were exercisable on the date of death or disability. The
Corporation may freely assign this Agreement to its successors and assigns
without notice to the Employee or the Employee's consent.
13. NOTICES. All notices, requests, demands and other communications required
or permitted hereunder shall be in writing and shall be deemed to have been
duly given on the date of receipt if delivered or mailed, first class,
certified mail, postage prepaid, with a copy by facsimile, if any is
provided,:
If to the Corporation:
First Community Corporation
Attention: Chief Financial Officer
000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Facsimile: (000) 000-0000
FIRST COMMUNITY CORPORATION
STOCK OPTION AGREEMENT
To Employee:
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Home Telephone:
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14. NO RIGHTS AS STOCKHOLDER. This Agreement does not confer any rights of a
stockholder on the Employee, except as to shares of Common Stock that are
actually delivered to the Employee.
15. AMENDMENTS AND MODIFICATIONS. This Agreement may be amended or modified
only in writing signed by both parties hereto.
16. GOVERNING LAW AND JURISDICTION. This Agreement will be governed by and
construed in accordance with the laws of
Tennessee, without giving effect
to its conflict of laws rules. Each party hereto hereby irrevocably
consents to the jurisdiction of the courts of the State of
Tennessee and of
any federal court located in
Tennessee in connection with any action or
proceeding arising out of or relating to this Agreement, any document or
instrument delivered pursuant to or in connection with this Agreement, or
any breach of this Agreement or any such document or instrument. Each party
hereto agrees not to assert, by way of motion, as a defense, or otherwise,
in any such action, suit or proceeding, that such party is not subject
personally to the jurisdiction of the court, that the action, suit or
proceeding is brought in an inconvenient forum, that the venue of the
action, suit or proceeding is improper, or that this Agreement or any such
document or instrument may not be enforced in or by the court.
17. EXECUTION IN COUNTERPARTS. This Agreement may be executed by each party
upon a separate copy or separate signature pages, and any combination of
separate copies executed by all parties or including signature pages so
executed will constitute a single counterpart of this Agreement. This
Agreement may be executed in any number of counterparts, each of which will
be deemed to be an original, but all of which together will constitute one
and the same agreement. It will not be necessary, in proving this Agreement
in any proceeding, to produce or account for more than one counterpart of
this Agreement.
18. HEADINGS. The headings set out in this Agreement are for convenience of
reference and shall not be deemed a part of this Agreement and shall not
affect the meaning or construction of any of the provisions hereof.
[Remainder of this page is intentionally blank.]
FIRST COMMUNITY CORPORATION
STOCK OPTION AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
FIRST COMMUNITY CORPORATION
By:
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Name:
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Title:
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EMPLOYEE:
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Signature
Name:
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EXHIBIT A
EXERCISE FORM FOR STOCK OPTIONS
Name:______________________________________________________
Grant Date:________________________________________________
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Number of Shares Being Exercised
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Multiplied Times Option Price X $_______
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Total Amount Submitted
=
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Please check the appropriate box and fill out the requested information
each time shares are being exercised and send form to: _______________.
[ ] Upon the receipt of good funds from me for the exercise price of the
options exercised, I request the Corporation to send a certificate
representing the number of shares exercised to:
[ ] My address set out in Section 14 of this Agreement; or
[ ] My broker's address set out below.
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Broker's Name:
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Broker's Corporation Name:
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Address:
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Telephone Number:
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Facsimile Number:
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Submitted this ______ day of _____________________, _____________.
(Month) (Year)
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Signature
Name:
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EXHIBIT B
NOTIFICATION OF SALE OF SHARES
FROM STOCK OPTIONS
Name:______________________________________________________
Grant Date:________________________________________________
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DATE OF EXERCISE: ___________
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DATE OF SALE: ___________
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Sale Price (Minus) Exercise Price (Equals) Gain Per Share
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(Sale Price) (Exercise Price) (Gain Per Share)
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Gain Per Share (Times) Number of Shares Sold (Equals) Total Gain
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x =
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(Gain Per Share) (Number of Shares Exercised) (Total Gain)
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Submitted this _____ day of ___________________, __________________.
(Month) (Year)
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Signature
Name:
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