EXHIBIT 4.2
Form of First Sterling Banks, Inc. 1997 Directors Stock Option Plan
Stock Option Agreement
Page 14 of 22 Pages
FIRST STERLING BANKS, INC.
1997 Directors Stock Option Plan
Stock Option Agreement
THIS STOCK OPTION AGREEMENT (the "Option Agreement") is made and
entered into effective as of the 26th day of March, 1997 by and between FIRST
STERLING BANKS, INC. (the "Company") and_______________, a resident of the State
of Georgia (the "Grantee"). This Option Agreement is entered into by the Company
and the Grantee pursuant to First Sterling Banks, Inc. 1997 Directors Stock
Option Plan (the "Plan"). The Plan is incorporated herein by reference and made
a part of this Option Agreement. Defined terms in the Plan shall have the same
definition herein.
1. STOCK OPTION.
The Company hereby grants to Grantee the option (the "Option") to
purchase __________ (______) shares (the "Shares") of the Common Stock (the
"Common Stock") of the Company in accordance with the terms and subject to the
restrictions hereinafter set forth.
The Option has been granted on the date of this Option Agreement and
shall terminate on March 25, 2007 unless sooner terminated in whole or in part
as follows:
(a) The Option shall terminate on the date which is twelve (12) months
from the date on which the Grantee ceases to be a Director unless he is
immediately appointed an Emeritus Director, in which case the Option shall
terminate on the date which is twelve (12) months from the date on which the
Optionee ceases to be an Emeritus Director; provided that the Board may, in its
discretion, extend either such date for an additional twelve (12) months.
(b) The Option shall terminate on the date which is two (2) years from
the date that the Grantee ceases to be a Director or an Emeritus Director by
reason of his death or disability.
2. EXERCISE OF OPTION.
The Option may be exercised in whole or in part at any time prior to
its termination, provided that the Option may not be exercised prior to six (6)
months following the date hereof unless the Optionee ceases to be a Director or
Emeritus Director by reason of his death or disability (the "Exercise Period").
The Option shall be exercised by written notice directed to the
Secretary of the Company at X.X. Xxx 0000, Xxxxxxxx, Xxxxxxx 00000. Such written
notice shall be accompanied by payment in full in cash or by check of the Option
Price for the number of Shares specified in such written notice.
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3. OPTION PRICE.
The price per share at which Shares may be purchased pursuant to
exercise of the Option (the "Option Price") shall be $____ (which amount has
been determined by the Board to be the fair market value per share of the Common
Stock on the date that this Option is granted).
4. NONTRANSFERABILITY.
The Option is not transferable except by will or by the laws of descent
and distribution.
5. LIMITATION OF RIGHTS.
The Grantee or the personal representative of the Grantee shall have no
rights as a stockholder with respect to the Shares covered by the Option until
the Grantee or the personal representative of the Grantee shall become the
holder of record of such Shares.
6. STOCK RESERVE.
The Company shall at all times during the Exercise Period under this
Option Agreement reserve and keep available such number of Shares of Common
Stock as will be sufficient to satisfy the requirements of this Option Agreement
and shall pay all original issue taxes (if any) on the exercise of the Option
and all other fees and expenses necessarily incurred by the Company in
connection therewith.
7. RESTRICTIONS ON TRANSFER AND PLEDGE.
Except as provided in Section 4 hereof, the Option and all rights and
privileges granted hereunder shall not be transferred, assigned pledged or
hypothecated in any way, whether by operation of law or otherwise, and shall not
be subject to execution, attachment or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of the Option or any
right or privilege granted hereunder, except as provided herein, or upon the
levy or any attachment or similar process upon the rights and privileges herein
conferred, the Option and the rights and privileges hereunder shall become
immediately null and void.
8. RESTRICTIONS ON ISSUANCE OF SHARES.
If at any time the Board shall determine, in its discretion, that
listing, registration or qualification of the Shares covered by the Option upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition to the exercise of the Option, the Option may not be exercised in
whole or in part unless and until such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Board.
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9. PLAN CONTROLS.
In the event of any actual or alleged conflict between the provisions
of the Plan and the provisions of this Option Agreement, the provisions of the
Plan shall be controlling and determinative.
10. SUCCESSORS.
This Agreement shall be binding upon any successor of the Company in
accordance with the terms of this Option Agreement and the Plan.
IN WITNESS WHEREOF, the Company, acting by and through its duly
authorized officers, has caused this Option Agreement to be executed and the
Grantee has executed this Option Agreement, all as of the day and year first
above written.
FIRST STERLING BANKS, INC.
[SEAL]
Attest:
By:____________________________
Xxxxxx X. Xxxxxxxx
By:____________________________ President
Secretary
GRANTEE:
____________________________
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