EXHIBIT 4.1
Option Assumption Agreement Between First Sterling Banks, Inc. and Option
Holders in the Georgia Bancshares, Inc. Directors Stock Option Plan and the
Georgia Bancshares, Inc. Employee Incentive Stock Option Plan
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OPTION ASSUMPTION AGREEMENT
Pursuant to and in accordance with the terms and provisions of Section
2.3 of that certain Merger Agreement (the "Merger Agreement") dated December 30,
1998, between First Sterling Banks, Inc. ("FSLB") and Georgia Bancshares, Inc.
("GABS"), each GABS Option (as defined in the Merger Agreement and as set forth
on Schedule 1 hereto) and the GABS Stock Option Plans, copies of which are
attached hereto as Schedules 2.1 and 2.2, are hereby assumed by FSLB in
accordance with the terms of the particular GABS Stock Option Plan under which
such GABS Options were issued and the stock option agreement by which such GABS
Options are evidenced. As provided in the Merger Agreement, from and after the
time that the Merger is consummated, (i) each GABS Option assumed by FSLB may be
exercised solely for FSLB Stock, (ii) the number of shares of FSLB Stock (as
defined in the Merger Agreement) subject to each GABS Option shall be equal to
the number of GABS Stock subject to such GABS Option immediately prior to the
time of consummation of the Merger, and (iii) the per share exercise price under
each such GABS Option shall be equal to the exercise price of such GABS Option
immediately prior to the time of the consummation of the Merger.
Each undersigned holder of GABS Options acknowledges and agrees that the
number of shares of FSLB Stock subject to the GABS Options of such holder
assumed hereunder and the per share exercise price applicable thereto are as set
forth on Schedule 1 hereto.
Dated effective as of the 23rd day of April, 1999.
FIRST STERLING BANKS, INC.
By:/S/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
Chairman, President and CEO
OPTION HOLDERS
/S/ XXXXXX XXXX
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Xxxxxx Xxxx
/S/ XXXXX XXXXXXXXX
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Xxxxx Xxxxxxxxx
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/S/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx
/S/ XXXXXX XXXXXX BY XXXXXX X. XXXXXX,
EXECUTRIX
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Xxxxxx Xxxxxx
/S/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx
/S/ XXX X. XXXXXX
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Xxx X. Xxxxxx
/S/ XXXX XXXXXX
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Xxxx Xxxxxx
/S/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
/S/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
/S/ XXXXXXX XXXXX XXXXXXX
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Xxxxxxx Xxxxx Xxxxxxx
/S/ XXXX X. XXXXX
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Xxxx X. Xxxxx
/S/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx
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/S/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx
/S/ XXXX XXXXX
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Xxxx Xxxxx
/S/ XXXXX XXXXXX
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Xxxxx Xxxxxx
/S/ XXXXXXX XXXXX
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Xxxxxxx Xxxxx
/S/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
/S/ XXXXX XXXXXX
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Xxxxx Xxxxxx
/S/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
/S/ XXXXXX XXXX XXXXXX
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Xxxxxx Xxxx Xxxxxx
/S/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
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/S/ XXXXX XXXX
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Xxxxx Xxxx
/S/ XXXXXXXXX XXXXXXXX
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Xxxxxxxxx Xxxxxxxx
/S/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
/S/ XXXX XXXXX
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Xxxx Xxxxx
/S/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx
/S/ XXXXXX XXXXXX
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SCHEDULE 1
15 of 44 Pages
STOCK OPTIONS ASSUMED
NUMBER OF OPTION EXERCISE
SHARES PRICE
DATE (PRE- AND (PER SHARE PRE- AND
ISSUED POST MERGER) POST-MERGER) EXPIRES
DIRECTORS STOCK OPTION
PLAN:
XXXXXX XXXX 6/1/96 2,038 3.92 6/1/06
XXXXX XXXXXXXXX 6/1/96 2,038 3.92 6/1/06
XXXXXX XXXXXX 6/1/96 2,038 3.92 6/1/06
XXXXXX XXXXXX 6/1/96 2,038 3.92 6/1/06
XXXX X. XXXXXX 6/1/96 2,038 3.92 6/1/06
XXX XXXXXX 6/1/96 2,038 3.92 6/1/06
XXXX XXXXXX 6/1/96 2,038 3.92 6/1/06
XXXXXX XXXX 6/1/97 2,038 4.17 6/1/07
XXXXX XXXXXXXXX 6/1/97 2,038 4.17 6/1/07
XXXXXX XXXXXX 6/1/97 2,038 4.17 6/1/07
XXXX X. XXXXXX 6/1/97 2,038 4.17 6/1/07
XXX XXXXXX 6/1/97 2,038 4.17 6/1/07
XXXX XXXXXX 6/1/97 2,038 4.17 6/1/07
XXXXXX XXXX 6/1/98 2,038 4.55 6/1/08
XXXXX XXXXXXXXX 6/1/98 2,038 4.55 6/1/08
XXXXXX XXXXXX 6/1/98 2,038 4.55 6/1/08
XXX XXXXXX 6/1/98 2,038 4.55 6/1/08
XXXX XXXXXX 6/1/98 2,038 4.55 6/1/08
XXXXX XXXXXXX 6/1/98 2,038 4.55 6/1/08
XXXX X. XXXXXX 6/1/98 2,038 4.55 6/1/08
GABS EMPLOYEE INCENTIVE
STOCK OPTION PLAN:
XXX X. XXXXXX 6/1/97 1,250 5.00 6/1/07
XXXXX X. XXXXX 6/1/97 563 5.00 6/1/07
XXXXXXX XXXXX XXXXXXX 6/1/97 425 5.00 6/1/07
XXXX X. XXXXX 6/1/97 350 5.00 6/1/07
XXXXXX XXXXXX 6/1/97 250 5.00 6/1/07
XXXXXX XXXXXXX 6/1/97 188 5.00 6/1/07
XXXX XXXXX 6/1/98 125 7.40 6/1/08
XXXXX X. XXXXX 6/1/98 575 7.40 6/1/08
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NUMBER OF OPTION EXERCISE
SHARES PRICE
DATE (PRE- AND (PER SHARE PRE- AND
ISSUED POST MERGER) POST-MERGER) EXPIRES
XXXXX XXXXXX 6/1/98 125 7.40 6/1/08
XXXXXXX XXXXX 6/1/98 250 7.40 6/1/08
XXXXXXX XXXXX XXXXXXX 6/1/98 325 7.40 6/1/08
XXXX X. XXXXX 6/1/98 375 7.40 6/1/08
XXX X. XXXXXX 6/1/98 1,250 7.40 6/1/08
XXXXX XXXXXXX 6/1/98 250 7.40 6/1/08
XXXXX XXXXXX 6/1/98 125 7.40 6/1/08
XXXXXXX X. XXXXXXX 6/1/98 125 7.40 6/1/08
XXXXXX XXXX XXXXXX 6/1/98 75 7.40 6/1/08
XXXXX XXXXXXX 6/1/98 125 7.40 6/1/08
XXXXX XXXX 6/1/98 75 7.40 6/1/08
XXXXXXXXX XXXXXXXX 6/1/98 75 7.40 6/1/08
XXXXXX X. XXXXX 6/1/98 75 7.40 6/1/08
XXXXXX XXXXXX 6/1/98 200 7.40 6/1/08
XXXX XXXXX 6/1/98 125 7.40 6/1/08
XXXXXXX X. XXXX 6/1/98 75 7.40 6/1/08
XXXXXX XXXXXXX 6/1/98 200 7.40 6/1/08
XXXXXX XXXXXX 6/1/98 75 7.40 6/1/08
TOTAL 48,411
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SCHEDULE 2.1
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GEORGIA BANCSHARES, INC.
DIRECTORS STOCK OPTION PLAN
1. PURPOSE.
This Directors Stock Option Plan (the "Plan") of Georgia Bancshares, Inc.
(the "Company ") is intended to promote the best interests of the Company and
its shareholders by rewarding long-term and continued active service of the
members of the Board of Directors (the "Board") of the Company. Unless otherwise
indicated by the context herein, reference to the "Company" includes the Company
and its subsidiaries.
2. EFFECTIVE DATE AND TERM OF PLAN.
The Plan shall become effective upon such date as it may be approved by
the shareholders of the Company and shall remain in effect for seven years from
the date on which it is so approved or until termination by the Board, whichever
occurs first.
3. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by the Board and, subject to the
provisions of this Plan, the Board shall have full and final
authority to interpret the Plan, adopt, amend and rescind rules
and regulations relating to the Plan, and make all other
determinations and take all other actions necessary and advisable
for the administration of the Plan.
(b) The Board shall act by a majority of its members then in office.
Decisions and determinations of the Board on all matters relating
to the Plan shall be in its sole discretion and shall be
conclusive. No member of the Board shall be liable for any action
taken or decision made in good faith relating to this Plan or any
grant hereunder.
4. STOCK SUBJECT TO THE PLAN.
There are authorized for issuance and delivery by exercise of options to
be granted under the Plan an aggregate of 40,000 shares of the Company's common
stock (the "Common Stock"), subject to adjustment as provided in this Plan. If
any option issued under this Plan shall expire, terminate or be canceled for any
reason prior to its exercise in full, then the shares of Common Stock subject to
such option shall be added to the shares of Common Stock otherwise available for
issuance pursuant to the exercise of options under the Plan.
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5. TERMS AND CONDITIONS OF STOCK OPTIONS.
Each option granted under the Plan shall be evidenced by an option
agreement in such form, not inconsistent with this Plan, as the Board shall
approve from time to time, which option agreement shall comply with and be
subject to the following terms and conditions.
(a) ELIGIBILITY. All directors of the Company are eligible to receive
options under the Plan.
(b) ANNUAL OPTION GRANTS. Commencing on June 1, 1996, and annually
thereafter on such date during the term of this Plan, each
director who attended, during the previous fiscal year, at least
75% of the meetings of the Company's Board and committees for
which such director was a member (unless a majority of the entire
Board of Directors determines to excuse for good cause such lack
of attendance), shall be granted on such date an option to
purchase 815 shares of Common Stock (or such pro rata number of
shares as remain available under this Plan, if less than 815) for
such Board service. Notwithstanding the foregoing, these options
may be relinquished for the previous year upon the vote of
two-thirds of the entire Board of Directors.
(c) OPTION EXERCISE PRICE. The option exercise price for each option
granted under the Plan shall be the book value per share as of
December 31 of the fiscal year for which the option was granted.
"Book Value" for purposes of this Plan shall be determined by the
Company's independent certified public accountants and such
calculations shall be deemed conclusive for purposes of this Plan.
(d) EXERCISE OF OPTION. Options may be exercised only by written
notice to the Company, accompanied by payment, in cash or check
payable to the Company, of the full exercise price for the shares
as to which they are exercised.
(e) TERM. An option granted under the Plan shall not be exercisable
after the expiration of ten years from the date of grant.
(f) TERMINATION OF SERVICE. The options granted under this Plan shall
not be subject to earlier termination in the event of the
cessation for any reason of a recipient's service on the Board.
(g) NONTRANSFERABILITY. An option granted under this Plan shall be
transferable only by will or by applicable laws of descent and
distribution and during a recipient's lifetime shall be
exercisable only by the recipient to whom the option is granted.
Except as permitted by the preceding sentence, each option granted
under this Plan shall not be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise)
and the
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option shall not be subject to execution, attachment or civil
process. Any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of any option contrary to the provisions of the
Plan or upon the levy or any attachment or similar process upon
such option, the option shall immediately become null and void. No
shares obtained upon the exercise of an option may be sold or
otherwise disposed of prior to six months after the date the
respective option is granted.
(h) Each option agreement may contain such other terms and conditions
not inconsistent with the provisions of the Plan as the Board may
deem appropriate from time to time.
6. STOCK ADJUSTMENTS; CHANGES IN CAPITALIZATION.
In the event the outstanding shares of Common Stock are increased,
decreased or exchanged for a different number or kind of shares or other
securities or if additional shares or other property (other than ordinary cash
dividends) are distributed with respect to the shares of Common Stock or other
securities, through merger, consolidation, sale of all or substantially all of
the assets of the Company, reorganization, recapitalization, reclassification,
dividend, stock split, reverse stock split, spin off, split off or other
distribution with respect to such shares of Common Stock, or other securities,
an appropriate and proportionate adjustment shall be made in (i) the maximum
number and kind of shares of Common Stock reserved for issuance under the Plan,
(ii) the number and kind of shares or other securities subject to the then
outstanding options under the Plan, and (iii) the price for each share subject
to any then outstanding options of the Plan. No fractional shares will be issued
under the Plan on account of any such adjustment.
7. CHANGE IN CONTROL.
Notwithstanding the provisions of Section 5(b) of this Plan, if there
occurs a "Change in Control," as hereinafter defined, there shall be granted to
each member of the Board of Directors who was in office after the most recent
meeting of shareholders at which directors were elected that preceded such
Change in Control and who was not thereafter removed from the Board for cause an
option exercisable with respect to each such director's pro rata share of any
remaining Common Stock not subject to previously granted options under the Plan,
I.E., each such director shall be deemed to have been granted an option to
purchase an amount of shares of Common Stock equal to the remaining shares of
Common Stock available for option under the terms of this Plan divided by the
number of directors serving on the Board at the time rounded downward to the
closest whole number of shares. Further, notwithstanding any provisions of this
Plan to the contrary or the provisions of any outstanding option agreement
regarding exercisability, each of the options deemed to be granted hereunder and
each outstanding option granted previously under the Plan shall become
exercisable immediately in full for the aggregate number of shares covered
thereby in the event of a Change in Control. The grant of options pursuant to
this Section 7 may be cancelled or conditioned by the affirmative vote or
written consent of a majority of the members of the Board of Directors who were
in office after the most recent meeting of shareholders at which directors were
elected that preceded the respective Change in Control and who were not
thereafter removed from
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the Board for cause. For the purposes of this Section 7, the term "Change of
Control" shall mean any event whereby (i) the Board (or, if the approval of the
Board is not required as a matter of law, the shareholders of the Company) shall
approve (a) any consolidation or merger of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which shares of
Common Stock would be converted to cash, securities or other property, other
than a merger of the Company in which the holders of Common Stock immediately
prior to the merger have the same proportionate ownership of common stock of the
surviving corporation immediately after the merger, or (b) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, the assets of the Company, or (c)
the adoption of a plan or proposal for the liquidation or dissolution of the
Company, or (ii) any person (as such term is defined in Section 13(d) of the
Securities Exchange Act of 1934), corporation or other entity other than the
Company shall make a tender offer or exchange offer to acquire any Common Stock
(or securities convertible into Common Stock) for cash, securities or any other
consideration; provided, that after consummation of such offer, the person,
corporation or other entity in question would be the "beneficial owner" (as such
term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of
1934), directly or indirectly, of 25% or more of the outstanding Common Stock
(calculated as provided in Rule 13d-3(d) in the case of rights to acquire Common
Stock), or (iii) in the opinion of the Board of Directors such event is likely
to lead to changes in control of the ownership of Common Stock. Upon the
occurrence of a Change in Control, and the Board's direction to immediately
grant options, the Company shall furnish each option recipient of the deemed
grant of options pursuant to this Section 7 and to each recipient of previously
granted options a notice setting forth the nature of the Change in Control and
the requirement that each holder of an option purchase, within ten days from
actual receipt of such notice, all or any portion of the shares of Common Stock
which are subject to his or her option pursuant to the other terms and
conditions hereof, and any such option that remains unexercised, whether deemed
to be granted under this Section 7 or previously outstanding, shall terminate as
to any balance remaining of unacquired shares as of the eleventh day from the
date of such actual receipt of notice.
8. LIMITATION OF RIGHTS.
(a) NO RIGHT TO CONTINUE AS A DIRECTOR. Neither the Plan, nor the
granting of any options, nor any other action taken pursuant to
the Plan, shall constitute evidence of any agreement or
understanding, express or implied, that the Company will retain a
recipient as a director for any period of time, or at any
particular rate of compensation.
(b) NO STOCKHOLDER'S RIGHTS FOR OPTIONS. The holder of any options
granted under the Plan shall have no rights as a stockholder with
respect to the shares of Common Stock covered by such options
until the date of the issuance to such holder of a stock
certificate therefor, and no adjustment shall be made for
dividends or other rights for which the record date is prior to
the date such certificate is issued.
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9. WITHHOLDING TAXES.
Whatever shares of Common Stock are to be issued and delivered under the
Plan, the Board shall have the right, at or prior to the delivery of any
certificate or certificates for such shares, to require the recipient to remit
to the Company, in the form of cash or check payable to the order of the
Company, an amount sufficient to satisfy withholding requirements with respect
to federal, state and local income and employment taxes.
10. AMENDMENT, MODIFICATION AND TERMINATION.
The Board at any time may terminate and in any respect amend or modify
the Plan; provided, however, that no action by the Board, without approval of
the Company's shareholders may (except as otherwise provided in Section 6
hereof), (i) increase the total number of shares of Common Stock available under
the Plan in the aggregate, (ii) extend the period during which any option may be
exercised, (iii) extend the term of the Plan, (iv) change the option price or
(v) alter the class of persons eligible to receive options under the Plan. No
amendment, modification or termination of the Plan shall in any manner adversely
affect the rights of any recipient with respect to any option previously
granted.
11. NOTICES.
All notices or other communications hereunder must be in writing and will
be deemed given on the date delivered if delivered in person, or on the third
business day after mailed by depositing the same postage prepaid in a post
office addressed to the Company at its principal office and to any other person
at their last known address furnished to the Company.
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SCHEDULE 2.2
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GEORGIA BANCSHARES, INC.
EMPLOYEE INCENTIVE STOCK OPTION PLAN
1. PURPOSE OF THE PLAN.
This Employee Incentive Stock Option Plan (the "Plan") for GEORGIA
BANCSHARES, INC. (the "Company") is intended to encourage valued employees of
the Company to develop a proprietary interest in the success of the Company, and
to attract and retain such employees of the Company. Unless otherwise indicated
by the context, reference to the "Company" includes the Company and any
subsidiary.
2. ADMINISTRATION OF THE PLAN.
2.1 The Board of Directors shall appoint a Stock Option Plan Committee
(the "Committee") which shall administer the Plan. The Committee shall consist
of not less than three (3) members of the Board of Directors; provided, however,
that each member of the Committee shall not at any time within one year prior to
his service as an administrator of the Plan or during such service have received
a grant or award of equity securities pursuant to the Plan.
Subject to the provisions of this Plan, the Committee shall have full
authority, in its discretion: (i) to determine from the eligible employees of
the Company and any subsidiary those employees to whom options will be granted;
(ii) to determine when such options shall be granted; (iii) to determine the
option price of the shares subject to each option, which price shall not be less
than the minimum specified in Section 6 hereof; (iv) to determine when each
option shall become exercisable and the duration of the exercise period; and (v)
to interpret the Plan and to prescribe, and rescind rules and regulations
relating to it.
2.2 Determinations or interpretations by the Committee of any provisions
of the Plan, or of any option granted under it, shall be final. No member of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any option granted under it.
3. TYPES OF OPTIONS.
The options granted under this Plan to any eligible person may be either
"Incentive Stock Options", as defined in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), or "Nonqualified Stock Options", which
are not Incentive Stock Options. The options granted under this Plan shall be
designated as either Incentive Stock Options or Nonqualified Stock Options.
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4. ELIGIBILITY.
4.1 All regularly employed employees of the Company or any subsidiary (as
defined in Code Section 424(f)), including officers and directors who are such
employees, shall be eligible to participate in this Plan.
4.2 No option may be granted to any employee who owns stock possessing
more than ten percent of the total combined voting power of all classes of stock
of the Company or any subsidiary, unless the option price is fixed and not less
than 110 % of the fair market value of the stock, subject to the option at the
time such option is granted, and, notwithstanding the provisions of Section 7
hereof, the exercise period is limited to not more then five (5) years from the
date such option is granted. For purposes of the immediately preceding sentence,
a person shall be considered as owning the stock owned directly or indirectly by
or for his brothers and sisters, whether by the whole or half blood, spouse,
ancestors, and lineal descendants; and the stock owned directly or indirectly by
a corporation, partnership, estate or trust shall be considered as being owned
proportionately by its shareholders, partners, or beneficiaries.
4.3 The aggregate fair market value (determined as of the time the option
is granted) of the common stock with respect to which Incentive Stock Options
are exercisable for the first time by any employee during any calendar year
shall not exceed $100,000.
5. STOCK SUBJECT TO THE PLAN.
The stock subject to the options granted under the Plan shall be shares
of the Company's common stock which are authorized but unissued or reacquired by
the Company, or any authorized but unissued or reacquired shares into which such
shares of common stock are exchanged, reclassified or converted. Subject to
adjustment as provided in Section 13 hereof, the aggregate number of shares for
which options may be granted under the Plan shall not exceed Forty Thousand
(40,000). However, any shares subject to option under the Plan, which option for
any reason expires or is terminated unexercised as to such shares, may again be
subject to an option under the Plan.
6. OPTION PRICE.
6.1 The exercise price for each option granted under this Plan shall be
determined by the Committee at the time the option is granted, but in no event
shall such exercise price be less than 100% of the fair market value of the
Company's common stock on the date of grant.
6.2 If the stock is listed on an established stock exchange on the date
any option is granted, the fair market value of the stock on that date shall be
deemed to be the mean between the highest and lowest quoted selling prices of
the stock on such stock exchange on that date, or if no sale of the Company's
stock shall have been made on any stock exchange on that date, on the next
preceding day on which there was a sale of stock. If the stock is not listed on
an established stock exchange on the date any
26 of 44 Pages
option is granted, the fair market value of the stock on that date shall be
deemed to be either (i) if the stock is not actively traded in the
over-the-counter market, an amount arrived at by the Committee by applying any
reasonable valuation method; or (ii) if the stock is actively traded in the
over-the-counter market, the mean between dealer "bid" and "ask" closing prices
of the stock in the over-the-counter market on that date as reported by the
National Association of Securities Dealers Automated Quotation System.
7. TERM OF THE OPTIONS.
The term of each option shall be determined by the Committee at the time
the option is granted; provided, however, that no option shall be exercisable
after the expiration of ten (10) years from the date of grant and all options
shall be subject to earlier termination as hereinafter provided.
8. EXERCISE OF OPTION.
The time at which or the event upon the happening of which each option
granted hereunder becomes exercisable, in whole or in part, shall be determined
by the Committee at the time the option is granted.
9. DATE OF GRANT AND FORM OF AGREEMENT.
Each option granted under this Plan, unless otherwise specifically
indicated, shall be granted as of the date of the Committee resolution granting
the option. The Committee shall notify the recipient of the grant in writing
delivered either in person or by certified mail. The notification shall serve as
the option agreement and shall contain a summary of the essential terms and
conditions of the Plan and a complete statement of the particular terms and
conditions of the options represented thereby. Any inconsistencies between the
terms of the Plan and the terms of the option agreement shall be governed by the
terms of the Plan.
10. MANNER OF EXERCISE.
10. 1 Any person electing to exercise, in whole or in part, any option
granted under the Plan shall give written notice to the Company of his election
and of the number of whole shares he has elected to purchase, such notice to be
accompanied with payment in full.
10.2 Payment for shares being purchased pursuant to the exercise of an
option shall be made in cash, by certified check, by shares of common stock of
the Company or by a combination thereof. Any stock transferred to the Company
under the exercise of an option shall be valued in the same manner as provided
for in Section 6.2 hereof with the exception that the value shall be determined
as of the date of exercise rather than the date the option is granted.
27 of 44 Pages
10.3 The Company shall not be required to issue fractional shares in the
exercise of any option granted under this Plan, and any fractional shares
otherwise issuable on the exercise of any such option shall be disregarded.
11. RESTRICTION ON TRANSFER.
Each option granted under this Plan shall be transferable only by will or
pursuant to applicable laws of descent and distribution and during his lifetime
shall be exercisable only by the employee to whom the option is granted. Except
as permitted by the preceding sentence, the option granted under this Plan shall
not be transferred, assigned, pledged, or hypothecated in any way (whether by
operation of law or otherwise) and the option shall not be subject to execution,
attachment or similar process. Any attempt to transfer, assign, pledge,
hypothecate, or otherwise dispose of any option contrary to the provisions of
the Plan, or upon the levy or any attachment or similar process upon such
option, the option shall immediately become null and void. In the event the
employee is (a) directly or indirectly the beneficial owner of more than 10% of
any class of any equity security of the Company, or (b) a director or officer of
the Company, no shares obtained upon the exercise of an option may be sold or
otherwise disposed of prior to six months after the date the respective option
is granted.
12. TERMINATION OF EMPLOYMENT.
12.1 If the employment of an employee with the Company or any subsidiary
terminates for any reason other than death or disability, any options granted to
the employee under this Plan which have not been exercised shall automatically
terminate on the effective date of the employee's termination of employment;
provided, however, the Committee reserves the right to grant, in writing, to an
employee the right to exercise any options granted under this Plan for a period
not to exceed ninety (90) days from the date of such termination, to the extent
of the number of shares which were purchasable thereunder at the date of such
termination. The transfer of an employee from the Company to any subsidiary or
vice versa, or from one subsidiary to another subsidiary, shall not be deemed a
termination of employment for purposes of the Plan.
12.2 In the event of the death of an employee, any option held by him at
the time of the death shall become fully exercisable, shall be transferred as
provided in his will or as determined by applicable laws of descent and
distribution, and may be exercised, in whole or in part, by the estate of the
employee, or any person that acquired the option by such bequest or inheritance
from the employee, at any time or from time to time on or before the earlier of
one year after the date of death or the expiration date prescribed in the option
agreement. In the event that an employee becomes permanently and totally
disabled (as determined by the Committee in its sole discretion), any option
held by him on the date of disability (such date to be determined by the
Committee in its sole discretion) shall become fully exercisable and may be
exercised in whole or in part, by the employee or his duly appointed guardian or
conservator at any time or from time to time, on or before the earlier of one
year after the date of disability or the expiration date prescribed in the
option agreement.
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13. ADJUSTMENTS DUE TO CERTAIN EVENTS.
13. 1 In the event that there is a change in the common stock of the
Company by reason of dividends paid in shares of common stock, combination or
reclassification of shares, recapitalization, stock split, merger, consolidation
or otherwise, the Committee shall make such adjustment, if any, as it may deem
equitable in the number and kind of shares which may become subject to options
to be granted under the Plan, in the number and kind of shares covered by
options theretofore granted, or in the exercise price of shares covered by any
such option.
13.2 Upon the complete liquidation of the Company, other than pursuant to
a plan of reorganization, any unexercised options granted under this Plan shall
be canceled. In the event of the complete liquidation of any subsidiary
employing the employee or in the event such subsidiary ceases to be a
subsidiary, any unexercised part of any option granted shall be canceled unless
the employee shall be become employed by the Company or another subsidiary
concurrently with such event.
14. CHANGE IN CONTROL.
Notwithstanding the provisions of the Plan or the provisions of any
option agreement regarding exercisability of an option, the Company shall have
the right, exercisable in its sole discretion by notice to employee, to require
employee to purchase, within ten (10) days from the date of such notice, all or
any portion of the shares which are subject to the option pursuant to the other
terms and conditions hereof, and the option shall terminate as to any balance
remaining of the shares as of the eleventh (1lth) day from the date of such
notice, in the event (i) the Board (or, if the approval of the Board is not
required as a matter of law, the shareholders of the Company) shall approve (a)
any consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of common stock
would be converted to cash, securities or other property, other than a merger of
the Company in which the holders of common stock immediately prior to the merger
have the same proportionate ownership of common stock of the surviving
corporation immediately after the merger, or (b) any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all,
or substantially all, the assets of the Company, or (c) the adoption of a plan
or proposal for the liquidation or dissolution of the Company, or (ii) any
person (as such term is defined in Section 13(d) of the Securities Exchange Act
of 1934), corporation or other entity other than the Company shall make a tender
offer or exchange offer to acquire any common stock (or securities convertible
into common stock) for cash, securities or any other consideration, provided
that (a) at least a portion of such securities sought pursuant to the offer in
question is acquired and (b) after consummation of such offer, the person,
corporation or other entity in question is the "beneficial owner" (as such term
is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934),
directly or indirectly, of 50% or more of the outstanding common stock
(calculated as provided in Rule 13d-3(d) in the case of rights to acquire common
stock).
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15. RIGHTS AS A STOCKHOLDER.
An employee shall not by reason of the Plan or any option granted
pursuant to the Plan have any rights of a stockholder of the Company unless
shares have been issued and a certificate therefor has been delivered to him.
Nothing in the Plan or any option granted hereunder shall (i) confer upon any
employee any right to continue in the employ of the Company or (ii) interfere in
any way with the right of the Company to terminate the employment of any
employee.
16. LISTING AND REGISTRATION OF SHARES.
Each option shall be subject to the requirement that if at any time the
Committee shall determine that the listing, registration, or qualification of
the shares covered thereby upon any securities exchange or under any federal or
state law or the consent or approval of any governmental regulatory body, is
necessary or desirable as the condition of, or in connection with, the granting
of any such option or the issue or purchase of shares thereunder, such 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 Committee. In this regard,
the Committee may impose such conditions upon the exercise of any option granted
under the Plan as it may deem necessary or advisable to assure compliance with
such laws, rules and regulations.
17. AMENDMENT OR TERMINATION OF THE PLAN.
The Board of Directors may, without further stockholder approval, amend
or discontinue this Plan at any time, provided that no unexercised option
granted under this Plan may be altered or canceled, except in accordance with
its terms or as otherwise provided in Section 13 hereunder, without the written
consent of the participant to whom such option was granted; and further provided
that without the approval of the stockholders, no amendment may (i) increase the
maximum number of shares for which options may be granted under the Plan (except
in accordance with Section 13 hereunder), (ii) permit the grant of options under
the Plan after the expiration date of the Plan, (iii) change the designation of
the class of employees eligible to receive options under the Plan, or (iv)
materially increase the benefits accruing to eligible employees.
18. TAX WITHHOLDING.
Whatever shares of common stock are to be issued and delivered under the
Plan, the Board shall have the right, at or prior to the delivery of any
certificate or certificates for such shares, to require the recipient to remit
to the Company an amount sufficient to satisfy withholding requirements with
respect to federal, state, and local income and employment taxes.
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19. TERM OF THE PLAN.
This Plan shall become effective on the earlier of the date of its
adoption by the Board of Directors of the Company or its approval by the
stockholders of the Company. The Plan shall expire and no options shall be
granted pursuant to the Plan after ten (10) years from the effective date of the
Plan.
20. STOCKHOLDER APPROVAL.
This Plan shall be submitted to the stockholders of the Company for their
approval within twelve (12) months of its adoption by the Board of Directors. In
the event that the stockholder approval is not obtained, any options theretofore
and thereafter granted shall not be Incentive Stock Options.
21. NOTICES.
All notices or other communications hereunder must be in writing and will
be deemed given on the date delivered if delivered in person, or on the third
business day after mailed by depositing the same postage prepaid in a post
office addressed to the Company at its principal office and to any other person
at their last known addressed furnished to the Company.
IN WITNESS WHEREOF, the Company has executed this instrument by its
officers, duly authorized by its Board of Directors, and affixed its corporate
seal this ____ day of ___________, 199__.
GEORGIA BANCSHARES, INC.
By:
-----------------------------
President
Attest:
-----------------------------
Secretary
[CORPORATE SEAL]
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