EXHIBIT 10.2
WEST GEORGIA
NATIONAL BANK
AMENDMENT TO BONUS AND STOCK OPTION AGREEMENT
For and in exchange for good and valuable consideration, the receipt
and sufficiency of which is acknowledged, L. Xxxxxxxx Xxxxxx ("Individual") and
WGNB Corp. ("Corporation") hereby amend the Bonus and Stock Option Agreement
between them dated as of May 11, 1993.
Section 2.1 shall be changed to read as follows:
2.1 Corporation grants to Individual the option to acquire shares of
the common stock of Corporation on an annual basis ("Option Shares") in an
amount equal to 0.75 times the quotient (rounded to the nearest whole share)
which shall be determined by dividing (a) the Cash Bonus due to Individual
pursuant to Section 1 for the applicable year, by (b) the Market Value Per
Share of the common stock of Corporation. Market Value Per Share shall be
measured by the volume weighted average closing price for the ninety calendar
day period ending with the date of the grant, except that the grant date price
shall be taken as of within an hour before the time of the grant.
Section 2.2 shall be changed to read as follows:
2.2 The date of grant of the Option Shares shall be as of December 31
of each applicable year, however, the actual date of grant may occur at the
first or second board meeting of the Corporation in the following year, with
the calculation in Section 2.1. being made as of that date. The Option Shares
shall be granted commencing with the year ended December 31, 1992 and
terminating with the year ending December 31, 2005. The Option Shares may not
be exercised prior to five years from the date of grant of options for any
applicable year and may not be exercised more than 10 years after the date of
grant for any applicable year. By example, the Option Shares subject to the
option granted as of December 31, 2002 may not be exercised prior to December
31, 2007 nor after December 31, 2012.
Section 2.3 shall be changed to read as follows:
2.3 The exercise price to be paid by Individual to Corporation upon
exercise of Option Shares shall be equal to the product of (a) the Market Value
Per Share of the common stock of the Corporation as calculated pursuant to
Section 2.1, multiplied times (b) the number of Option Shares acquired through
exercise.
All other terms and conditions of the Bonus and Stock Option Agreement
shall remain in full force and effect and are not changed in any manner by the
execution of this Amendment.
Executed this 17th day of June, 2002
WGNB Corp.
/s/ Xxxxxxx X. Xxxxxx
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By: XXXXXXX X. XXXXXX
Its: EXECUTIVE VICE PRESIDENT
Executed this 17th day of June, 2002
L. Xxxxxxxx Xxxxxx:
/s/ L. Xxxxxxxx Xxxxxx
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