INCENTIVE STOCK OPTION AGREEMENT under the CRESCENT BANKING COMPANY
EXHIBIT 10.18
INCENTIVE STOCK OPTION AGREEMENT
under the
CRESCENT BANKING COMPANY
2001 LONG-TERM INCENTIVE PLAN
| Optionee: «name» | ||
| Number Shares Subject to Option: «shares» | ||
| Exercise Price per Share: «price» | ||
| Date of Grant: «grant» | ||
1. Grant of Option. Crescent Banking Company (the “Company”) hereby grants to the Optionee named above (the “Optionee”), under the Crescent Banking Company 2001 Long-Term Incentive Plan (the “Plan”), an Incentive Stock Option to purchase, on the terms and conditions set forth in this agreement (this “Option Agreement”), the number of shares indicated above of the Company’s $1.00 par value common stock (the “Stock”), at the exercise price per share set forth above (the “Option”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned such terms in the Plan.
2. Vesting of Option. Unless the exercisability of the Option is accelerated in accordance with Article 13 of the Plan, the Option shall vest (become exercisable) in accordance with the following schedule:
| Years of Service After Date of Grant |
Percent of Option Shares Vested |
3. Period of Option and Limitations on Right to Exercise. The Option will, to the extent not previously exercised, lapse under the earliest of the following circumstances; provided, however, that the Committee may, prior to the lapse of the Option under the circumstances described in paragraphs (b), (c) and (d) below, provide in writing that the Option will extend until a later date, but if the Option is exercised after the dates specified in paragraphs (b), (c) and (d) below, it will automatically become a Non-Qualified Stock Option:
(a) The Option shall lapse as of 5:00 p.m., Eastern Time, on the tenth anniversary of the date of grant (the “Expiration Date”).
(b) The Option shall lapse three months after the Optionee’s termination of employment for any reason other than the Optionee’s death or Disability; provided, however, that if the Optionee’s employment is terminated by the Company for cause (as defined below, the Option shall lapse immediately.
(c) If the Optionee’s employment terminates by reason of Disability, the Option shall lapse one year after the date of the Optionee’s termination of employment.
(d) If the Optionee dies while employed, or during the three-month period described in subsection (b) above or during the one-year period described in subsection (c) above and before the Option otherwise lapses, the Option shall lapse one year after the date of the Optionee’s death. Upon the Optionee’s death, the Option may be exercised by the Optionee’s beneficiary.
If the Optionee or his beneficiary exercises an Option after termination of employment, the Option may be exercised only with respect to the shares that were otherwise vested on the Optionee’s termination of employment (including vesting by acceleration in accordance with Article 13 of the Plan).
The term “cause” as used herein shall mean gross neglect of duty, prolonged absence from duty without the consent of the Company, intentionally engaging in any activity which is in conflict with or adverse to the business or other interests of the Company, willful misconduct on the part of Optionee, misfeasance or malfeasance of duty causing a violation of any law which is reasonably determined to be detrimental to the Company, breach of a fiduciary duty owed to the Company or any material breach of an employment contract which has not been corrected by Optionee within (30) days after his receipt of notice of such breach from the Company.
4. Exercise of Option. The Option shall be exercised by written notice directed to the Corporate Secretary of the Company at the principal executive offices of the Company, in substantially the form attached hereto as Exhibit A, or such other form as the Committee may approve. If the person exercising the Option is not the Optionee, such person shall also deliver with the notice of exercise appropriate proof of his or her right to exercise the Option. Unless the exercise is a broker-assisted “cashless exercise” as described below, such written notice shall be accompanied by full payment in cash, shares of Stock previously acquired by the Optionee (which shares may be delivered by attestation or actual delivery of one or more certificates), or any combination thereof, for the number of shares specified in such written notice; provided, however, that if shares of Stock are used to pay the exercise price, such shares must have been held by the Optionee for at least six months. The Fair Market Value of the surrendered Stock as of the last trading day immediately prior to the exercise date shall be used in valuing Stock used in payment of the exercise price. To the extent permitted under Regulation T of the Federal Reserve Board, and subject to applicable law, the Option may be exercised through a broker in a so-called “cashless exercise” whereby the broker sells the Option shares and delivers cash sales proceeds to the Company in payment of the exercise price. In such
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case, the date of exercise may be deemed to be the date on which notice of exercise is received by the Company, and the exercise price shall be delivered to the Company on the settlement date.
Subject to the terms of this Option Agreement, the Option may be exercised at any time and without regard to any other option held by the Optionee to purchase stock of the Company. No fractional shares of Stock shall be issued upon exercise of the Option.
5. Limitation of Rights. The Option does not confer to the Optionee or the Optionee’s personal representative any rights of a shareholder of the Company unless and until shares of Stock are in fact issued to such person in connection with the exercise of the Option. Nothing in this Option Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate the Optionee’s employment at any time, nor confer upon the Optionee any right to continue in the employ of the Company or any Subsidiary.
6. Stock Reserve. The Company shall at all times during the term of this Option Agreement reserve and keep available such number of shares of Stock as will be sufficient to satisfy the requirements of this Option Agreement.
7. Optionee’s Covenant. The Optionee hereby agrees to use his best efforts to provide services to the Company in a workmanlike manner and to promote the Company’s interests.
8. Restrictions on Transfer and Pledge. The Option may not be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a Parent or Subsidiary, or be subject to any lien, obligation, or liability of the Optionee to any other party other than the Company or a Parent or Subsidiary. The Option is not assignable or transferable by the Optionee other than by will or the laws of descent and distribution. The Option may be exercised during the lifetime of the Optionee only by the Optionee.
9. Restrictions on Issuance of Shares. If at any time the Board shall determine in its discretion, that listing, registration or qualification of the shares of Stock 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.
10. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Option Agreement and this Option Agreement shall be governed by and construed in accordance with the Plan. 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.
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11. Successors. This Option Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Option Agreement and the Plan.
12. Severability. If any one or more of the provisions contained in this Option Agreement are invalid, illegal or unenforceable, the other provisions of this Option Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.
13. Notice. Notices and communications under this Option Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:
| Crescent Banking Company |
| 000 Xxxxxxx 000 |
| Xxxxxx, Xxxxxxx 00000 |
| Attn: Corporate Secretary |
or any other address designated by the Company in a written notice to the Optionee. Notices to the Optionee will be directed to the address of the Optionee then currently on file with the Company, or at any other address given by the Optionee in a written notice to the Company.
14. Notification of Disposition. The Optionee agrees to notify the Company in writing within 30 days of any disposition of shares of Stock acquired by the Optionee pursuant to the exercise of the Option, if such disposition occurs within two years of the date of grant, or one year of the date of exercise, of the Option. The Company has the authority and the right to deduct or withhold, or require the Optionee to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes required by law to be withheld with respect to any exercise of the Option or disposition of the shares.
15. Interpretation. It is the intent of the parties hereto that the Option qualify for incentive stock option treatment pursuant to, and to the extent permitted by, Section 422 of the Code. All provisions hereof are intended to have, and shall be construed to have, such meanings as are set forth in applicable provisions of the Code and Treasury Regulations to allow the Option to so qualify. To the extent that such any portion of the Option fails to qualify for incentive stock option treatment pursuant to Section 422 of the Code, such nonqualifying portion of the Option shall be Non-Qualified Stock Option, governed under Section 83 of the Code.
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IN WITNESS WHEREOF, Crescent Banking Company, acting by and through its duly authorized officers, has caused this Option Agreement to be executed, and the Optionee has executed this Option Agreement, all as of the day and year first above written.
| CRESCENT BANKING COMPANY | ||
| By: |
| |
| Name: | «signatory» | |
| Title: | «title» | |
| OPTIONEE: | ||
|
| ||
| «name» | ||
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EXHIBIT A
NOTICE OF EXERCISE OF OPTION TO PURCHASE
COMMON STOCK OF
CRESCENT BANKING COMPANY
| Name: | ____________________________________ | |
| Address: | ____________________________________ | |
| _____________________________________________ | ||
| _____________________________________________ | ||
| Date: | _____________________________________ | |
Crescent Banking Company
000 Xxxxxxx 000
Xxxxxx, Xxxxxxx 00000
Attn: Corporate Secretary
| Re: | Exercise of Incentive Stock Option | |
| under the Crescent Banking Company 2001 Long-Term Incentive Plan |
I elect to purchase shares of Common Stock of Crescent Banking Company (“Crescent”) pursuant to my Stock Option Agreement dated . The exercise price of the Option is $ per share.
The purchase will take place on the Exercise Date, which will be (i) as soon as practicable following the date of this notice and all other necessary forms and payments are received by Crescent, unless I specify a later date (not to exceed 30 days following the date of this notice), or (ii) in the case of a broker-assisted cashless exercise (as indicated below), the date of this notice.
I acknowledge that I am not entitled to receive any shares of Crescent Stock until I have paid the exercise price in full by one of the methods permitted below.
Payment of Exercise Price. On or before the Exercise Date (or, in the case of a Broker-assisted cashless exercise, on the settlement date following the Exercise Date), I will pay the full exercise price in the form specified below (check one):
| ¨ | Cash Only: by delivering a check to Crescent for $ , which is the full amount of the exercise price. |
| ¨ | Cash and Shares: by delivering a check to Crescent for $ for part of the exercise price. I will pay the balance of the exercise price by delivering to Crescent shares of Crescent Stock that I have owned for at least six months. (Such delivery may be made by attestation or by actual delivery of one or more stock certificates duly endorsed for transfer.) If the number of shares of such Crescent Stock so delivered exceeds the number needed to pay the exercise price, Crescent will issue me a new stock certificate for the excess. |
| ¨ | Shares Only: by delivering to Crescent shares of Crescent Stock that I have owned for at least six months, which shares have a Fair Market Value as of the Exercise Date equal to the full exercise price of the Option. (Such delivery may be made by attestation or by actual delivery of one or more stock certificates duly endorsed for transfer.) If the number of shares of such Crescent Stock so delivered exceeds the number needed to pay the exercise price, Crescent will issue me a new stock certificate for the excess. |
| ¨ | Cash From Broker: by delivering the exercise price from , a broker, dealer or other “creditor” as defined by Regulation T issued by the Board of Governors of the Federal Reserve System (the “Broker”). I authorize Crescent to issue a stock certificate in the number of shares indicated above in accordance with instructions received by Crescent from the Broker and to deliver such stock certificate directly to the Broker (or to any other party specified in the instructions from the Broker) upon receiving the exercise price from the Broker. |
Please deliver the stock certificate to me (unless I have chosen to pay the exercise price through a Broker).
| Very truly yours, |
|
|
| AGREED TO AND ACCEPTED: | ||
| CRESCENT BANKING COMPANY | ||
| By: |
| |
| Title: |
| |
| Number of Option Shares | ||
| Exercised: |
| |
| Number of Option Shares | ||
| Remaining: |
| |
| Date: |
| |
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