Exhibit 10.10
FIRST STERLING BANKS, INC.
1997 Directors Stock Option Plan
Stock Option Agreement
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THIS STOCK OPTION AGREEMENT (the "Option Agreement") is made and entered
into effective as of the day of , 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 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:
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Xxxxxx X. Xxxxxxxx
By: President
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Secretary
GRANTEE:
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