EXHIBIT 10.3.1
NORTHSIDE BANCSHARES, INC.
INCENTIVE STOCK OPTION
COMMON STOCK
($1.00 PAR VALUE PER SHARE)
STOCK OPTION PLAN: NORTHSIDE BANCSHARES, INC.
2005 STOCK OPTION PLAN
OPTION FOR THE PURCHASE OF: _______ SHARES
EXERCISE PRICE PER SHARE: __________
DATE OF GRANT: __________________
THIS OPTION AGREEMENT, made and entered into this ____ day of __________,
2005 by and between Northside Bancshares, Inc., a Georgia corporation (the
"Company"), and ______________________________________ (the "Grantee");
WITNESSETH:
WHEREAS, the NORTHSIDE BANCSHARES, INC. 2005 STOCK OPTION PLAN (the
"Plan") has been adopted by the Company; and
WHEREAS, Article II of the Plan authorizes the Committee to cause the
Company to enter into a written agreement with the Grantee setting forth the
form and the amount of any award and any conditions and restrictions of the
award imposed by the Plan and the Committee; and
WHEREAS, the Committee desires to make an award to the Grantee consisting
of an Incentive Stock Option;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the Company and the Grantee hereby agree as follows:
1. General Definitions. Any capitalized terms herein shall have the
meaning set forth in the Plan, and, in addition, for purposes of this Option
Agreement, each of the following terms, when used herein, shall have the meaning
set forth below:
(a) "Change in Control" shall mean circumstances whereby one of
the following events occurs during the term of this Option Agreement:
(i) a notice or an application is filed with the Federal
Reserve Board ("FRB") pursuant to Regulation "Y" of the FRB under
the Change in Bank Control
Act or the Bank Holding Company Act or with the Georgia Department
of Banking and Finance pursuant to the Financial Institutions Code
of Georgia for permission to acquire control of the Company; or
(ii) more than 25% of the Company's outstanding common stock
or equivalent in voting power of any class or classes of outstanding
securities of the Company entitled to vote in elections of the Board
of Directors shall be acquired by any corporation or other person,
or group; or
(iii) the Company shall become a subsidiary of another
corporation or shall be merged or consolidated into another
corporation and (a) less than a majority of the outstanding voting
shares of the parent or surviving corporation after such
acquisition, merger or consolidation are owned immediately after
such acquisition, merger or consolidation by the owners of the
voting shares of the Company immediately before such acquisition,
merger or consolidation, or (b) less than a majority of the members
of the board of directors of the corporation resulting from such
business combination were members of the Board of Directors at the
time of the execution of the initial agreement for such merger or
consolidation; or
(iv) substantially all of the assets of the Company shall be
sold to another entity other than a sale to a wholly-owned
subsidiary of the Company.
(b) The "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(c) The "Common Stock" shall mean the common stock of the Company,
$1.00 par value per share.
(d) The "Exercise Date" shall mean the first anniversary of the
Date of Xxxxx. At any time during the period of this Option commencing with the
first anniversary of the Date of Grant, the Grantee may purchase up to 20% of
the shares covered by this Option and may purchase an additional 20% on the
second, third, fourth and fifth anniversary from the Date of Grant so that this
Option will be fully vested on the fifth anniversary of the Date of Grant unless
there shall occur a Change in Control, in which event, this Option shall be
fully vested on the date of such Change in Control.
(e) The "Expiration Date" shall mean the date on which this Option
expires pursuant to the provisions of paragraph 4 hereof.
(f) "Fair Market Value" of a share of Common Stock on a specified
date means:
(i) if the Common Stock is then traded on a national
securities exchange, the closing price on such date of a share
of the Common Stock as traded on the largest securities
exchange on which it is then traded; or
(ii) if the Common Stock is not then traded on a
national securities exchange, the mean between the closing
composite inter-dealer
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"bid" and "ask" prices for Common Stock, as quoted on the
NASDAQ National Market System (A) on such date, or (B) if no
"bid" and "ask" prices are quoted on such date, then on the
next preceding date on which such prices were quoted; or
(iii) if the Common Stock is not then traded on a
national securities exchange or quoted on the NASDAQ National
Market System, the value determined in good faith by the
Committee.
(g) "Good Cause," with respect to any dismissal of Grantee from
his or her employment with the Company or any of its affiliates, shall mean the
dismissal of the Grantee from such employment by the Company or any of its
affiliates by reason of (i) the Grantee's being convicted of, or pleading guilty
or confessing to, any felony or any act of fraud, misappropriation or
embezzlement, (ii) the Grantee's improperly releasing or misappropriating trade
secrets or other tangible or intangible property of the Company or any of its
affiliates or engaging in a dishonest act to the damage or prejudice of the
Company or any of its affiliates or in willful or grossly negligent conduct or
activities materially damaging to the property, business or reputation of the
Company or any of its affiliates, or (iii) the Grantee's failing, without
reasonable cause, to devote his or her full business time and efforts to the
Company or any of its affiliates.
(h) This "Option" shall mean the option evidenced by this Option
Agreement, which is intended to be an "incentive stock option" within the
meaning of Code Section 422.
(i) The "Option Price" shall mean the purchase price of each share
of Common Stock that may be purchased by the Grantee upon the exercise of this
Option, in whole or in part. The Option Price is set forth under "EXERCISE PRICE
PER SHARE" at the beginning of page 1 of this Option Agreement as adjusted from
time to time in accordance with the provisions hereof.
2. Grant of Option. Upon the terms and subject to the conditions and
limitations hereinafter set forth, the Grantee shall have the right, at any time
after the Exercise Date and on or before the Expiration Date, to purchase the
number of shares of Common Stock set forth on page 1 of this Option Agreement
and vested under Paragraph 1(d), such number of shares and the Option Price
being subject to adjustment in accordance with the provisions set forth below
and in accordance with the terms of the Plan notwithstanding anything to the
contrary herein.
3. Manner of Exercise. Subject to the terms, conditions, and
limitations set forth herein, this Option may be exercised in whole or in part
at any time or from time to time after the Exercise Date and on or before the
Expiration Date as to any part of the number of whole shares of Common Stock
then vested under Paragraph 1(d) and available under this Option. Such exercise
shall be effective only if the Grantee duly executes and delivers to the
Company, at the principal executive office of the Company or at such other
address as the Company may designate by notice in writing to the Grantee, an
option exercise form substantially the same as that attached hereto as Exhibit
A, indicating the number of shares of Common Stock to be purchased and
accompanied by payment of the Option Price and any withholding amounts described
below. Payment of the Option Price and any such withholding amounts may be made
(i) in cash or by the Grantee's personal check, a certified check, a bank draft,
or a postal or express money order payable to the order of the
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Company in lawful money of the United States or in any combination of the
foregoing, or (ii) by delivery of mature shares of Common Stock, the Fair Market
Value of which is equal to the Option Price as of the Exercise Date, or (iii) by
authorizing the Company to withhold shares of Common Stock acquired upon
exercise of the Option having an aggregate Fair Market Value (valued as of the
Exercise Date) that is equal to the amount of cash that would be required to pay
the Option Price.
Upon any effective exercise of this Option, the Company shall become
obligated to issue a certificate or certificates to the Grantee representing the
number of shares of Common Stock so purchased. Notwithstanding the foregoing, no
shares of Common Stock will be issued unless the Grantee (or his representative
as the case may be) shall pay to the Company or any affiliate, as applicable,
such amount as the Company or any affiliate may advise it is required under
applicable federal, state or local law to withhold and pay over to governmental
taxing authorities by reason of the purchase of such shares of Common Stock
pursuant to this Option. No fractional shares will be issued.
4. Expiration of Option. This Option shall expire, shall become null
and void, and shall be of no further force and effect upon the earlier to occur
of the following events:
(a) Three months after the date of the Grantee's resignation or
other voluntary termination of his or her employment with the Company or any of
its affiliates (other than by reason of his or her death or "disability" within
the meaning of Section 22(e)(3) of the Code), but during such three month period
the Option shall be exercisable only to the extent that it was exercisable as of
the date of resignation or termination;
(b) The dismissal of the Grantee from his or her employment with
the Company or any affiliate for Good Cause at any time;
(c) Three months after the date on which the Company or any
affiliate terminates the Grantee's employment for any reason other than Good
Cause, but during such three month period the Option shall be exercisable only
to the extent that it was exercisable as of the date of termination;
(d) One year after the date on which Xxxxxxx's employment with the
Company or any affiliate is terminated by reason of the Grantee's death or
"disability" within the meaning of Section 22(e)(3) of the Code, but during such
one year period the Option shall be exercisable only to the extent that it was
exercisable as of the date of death or disability; or
(e) Ten years from the Date of Xxxxx.
5. Xxxxxx's Exercise Subject to Compliance with Securities Laws.
Notwithstanding the exercise of this Option, in whole or in part, in accordance
with all other provisions of this Option, the Company shall have no obligation
to honor such exercise and to issue Common Stock pursuant thereto unless and
until the Grantee furnishes the Company an agreement (in such form as the
Committee may specify) in which the Grantee (or any person acting on his behalf)
represents that the Common Stock acquired by him upon exercise are being
acquired for investment and not with a view to the sale or distribution thereof,
or such other representations as may be required by the
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Committee in accordance with the advice of legal counsel, unless the Committee
shall have received advice from legal counsel that such representation is not
required.
6. Adjustment of Option Price and Number of Shares That May be
Purchased Hereunder. The Option Price and the number of shares of Common Stock
that may be purchased hereunder shall be adjusted from time to time by the
Committee in accordance with the terms of the Plan in the event of certain
changes in the Common Stock such as stock dividends, splits and the like or
certain corporate transactions affecting the number or value of the shares of
Common Stock.
7. Notice of Adjustments. Upon the occurrence of any adjustment of the
Option Price, or any increase or decrease in the number of shares of Common
Stock that may be purchased upon the exercise of this Option, then, and in each
such case, the Company, within 30 days thereafter, shall give written notice
thereof to the Grantee at the address of the Grantee as shown on the books of
the Company, which notice shall state the Option Price as adjusted and the
increased or decreased number of shares that may be purchased upon the exercise
of this Option, setting forth in reasonable detail the method of calculation of
each.
8. Additional Conditions. The Grantee and any person acting on the
Grantee's behalf agrees and acknowledges that any shares of Common Stock issued
or transferred under this Option may be issued or transferred subject to such
conditions, in addition to those set forth in this Option, as the Committee or
the Company may impose and may require the Grantee (or any person acting on the
Grantee's behalf) to deliver and comply in all respects with the Company's
shareholders agreement, if any, as may be in effect at the time of any exercise
of this Option. No shares shall be issued upon exercise of this Option prior to
the delivery of a properly executed shareholders agreement or such other
agreement or acknowledgment that the Committee shall deem necessary to ensure
that the Common Stock acquired pursuant to the Option will be subject to such
shareholders agreement.
9. Assignment. This Option may not be transferred or assigned by the
Grantee otherwise than by will or by the laws of descent and distribution and,
during the lifetime of the Grantee, may be exercised, in whole or in part, only
by the Grantee; provided, however, subject to Paragraph 4(d) hereof, in the
event of the Grantee's death or disability, this Option may be exercised by his
or her personal representative, heirs or legatees.
10. No Right to Continued Employment. This Option does not confer upon
the Grantee the right to continued employment with the Company or any affiliate,
nor shall it interfere with the right of the Company or any affiliate to
terminate his or her employment at any time.
11. Disqualifying Disposition. If the Grantee disposes of any shares of
Common Stock acquired pursuant to exercise of this Option prior to the later of
two years after the Date of Grant of this Option or one year after the transfer
of any share to the Grantee pursuant to the exercise of this Option, such
disposition shall be treated as a disqualifying disposition under Code Section
421(b) and not a disposition of a share acquired pursuant to the exercise of an
incentive stock option. The Grantee shall notify the Company in writing in the
event that, prior to the later of two years after the date of grant of this
Option or one year after the transfer of any share to the Grantee pursuant to
the exercise of this Option, the Grantee shall dispose of such share. Such
notice shall state the date of
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disposition, the nature of the disposition and the price, if any, received for
the share.
12. Regulatory Exercise or Forfeiture. If the Company's capital falls
below the minimum regulatory requirements, as determined by the Company's state
or federal primary regulator, the Company's primary federal regulator may order
the Company to require the Grantee to exercise the Option within a specified
period of time. In the event the Grantee fails to exercise the Option within the
specified period of time, the Grantee shall forfeit the Option. This Section 12
is designed to allow the Company's primary federal regulator to require early
exercise of the Option; in no event will this Section 12 extend the exercise
period beyond the period set forth in Section 4 above.
13. Miscellaneous.
(a) The Company covenants that it will at all times reserve and
keep available, solely for the purpose of issue upon the exercise of this
Option, a sufficient number of shares of Common Stock to permit the exercise of
this Option in full.
(b) The terms of this Option shall be binding upon and shall inure
to the benefit of any successors or assigns of the Company and of the Grantee.
(c) The Grantee shall not be entitled to vote or to receive
dividends with respect to any Common Stock that may be, but has not been,
purchased under this Option and shall not be deemed to be a shareholder of the
Company with respect to any such Common Stock for any purpose.
(d) This Option has been issued pursuant to the Plan and shall be
subject to, and governed by, the terms and provisions thereof. The Grantee
hereby agrees to be bound by all the terms and provisions of the Plan. In the
event of any conflict between the terms of the Plan and this Option Agreement,
the provisions of the Plan shall govern.
(e) This Option Agreement shall be governed by the laws of the
State of Georgia.
IN WITNESS WHEREOF, the Company and the Grantee have executed this Option
Agreement as of the day and year first above written.
NORTHSIDE BANCSHARES, INC.
By: ___________________________
Its: __________________________
GRANTEE:
_______________________________
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EXHIBIT A
OPTION EXERCISE FORM
(To be executed by the Grantee to
exercise the rights to purchase Common Stock
evidenced by the foregoing Option)
TO: NORTHSIDE BANCSHARES, INC.
The undersigned hereby exercises the right to purchase __________ shares
of Common Stock covered by the attached Option in accordance with the terms and
conditions thereof, and herewith makes payment of the Option Price of such
shares in full.
_______________________________
Signature
_______________________________
_______________________________
_______________________________
Address
_______________________________
Social Security Number
Date: _____________________________
