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EXHIBIT 10.2
NONQUALIFIED STOCK OPTION AGREEMENT BY AND BETWEEN THE REGISTRANT
AND XXXX XXXXXXXXXXX, DATED FEBRUARY 12, 1998
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NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made, effective as of the 12th day of February, 1998, by
and between The Colonial BancGroup, Inc., a corporation organized under the
laws of Delaware (hereinafter referred to as "BancGroup"), and Xxxx Xxxxxxxxxxx
(hereinafter referred to as "Optionee").
WHEREAS, Optionee is a valuable and trusted employee of BancGroup (or a
subsidiary of BancGroup), and BancGroup considers it desirable and in its best
interest that Optionee be given an inducement to acquire a further proprietary
interest in BancGroup, and an added incentive to advance the interests of
BancGroup by possessing an option to purchase voting shares of BancGroup.
NOW, THEREFORE, in consideration of the premises, it is agreed by and
between the parties as follows:
Grant of Option.
1. BancGroup hereby grants to Optionee the right, privilege, and option
to purchase 12,700 shares of its Common Stock at the purchase price of $15.17
per share in the manner and subject to the conditions hereinafter provided.
2. Time of Exercise of Option.
The aforesaid option may be exercised at any time, and from time to
time, in whole or in part, until the termination thereof as provided in Section
4 below; provided, however, that the options granted herein shall vest,
provided the Optionee is employed on the anniversary dates set forth herein,
and be exercisable, pursuant to the following vesting schedule: 20% on the
first anniversary of the effective date of this Agreement, 40% on the second
anniversary of the effective date of this Agreement, 60% on the third
anniversary of the effective date of this Agreement, 80% on the fourth
anniversary of the effective date of this Agreement, and 100% on the fifth
anniversary of the
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effective date of this Agreement.
3. Method of Exercise.
The option shall be exercised by written notice directed to the
Compensation Subcommittee of the Personnel and Compensation Committee of
BancGroup, at its principal place of business, accompanied by a certified or
cashier's check in payment of the option price for the number of shares
specified and paid for. BancGroup shall make immediate delivery of such shares,
provided that if any law or regulation requires BancGroup to take any action
with respect to the shares specified in such notice before the issuance
thereof, then the date of delivery of such shares shall be extended for the
period necessary to take such action.
4. Termination of Option.
Except as herein otherwise stated, the option, to the extent not
theretofore exercised, shall terminate upon the first to occur of the following
dates:
(a) the expiration of three (3) months after the date on which
Optionee's employment by BancGroup, or any of its subsidiaries, is terminated
(except if such termination be by a reason of death);
(b) in the event of Optionee's death while in the employ of
BancGroup, or any of its subsidiaries, the person or persons to whom Optionee's
rights pass by Will or by the laws of descent and distribution may exercise,
within one (1) year after the date of the appointment of a personal
representative for Optionee's estate, the option as to any of the shares not
theretofore exercised during his lifetime;
(c) the February 12, 2008 (being the expiration of ten (10) years
from the grant of this option).
Notwithstanding any provision herein to the contrary, if Optionee's
employment is terminated
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as a result of deliberate, willful or gross misconduct as determined by the
Board of Directors or the Compensation Subcommittee of the Personnel and
Compensation Committee of BancGroup, then all rights granted thereby shall
terminate and expire upon such termination.
5. Reclassification, Consolidation, or Merger.
If and to the extent that the number of issued shares of Common Stock
of BancGroup shall be increased or reduced by change in par value, split up,
reclassification, distribution of a dividend payable in stock, or the like, the
number of shares subject to option and the option price per share shall be
proportionally adjusted. If BancGroup is reorganized or consolidated or merged
with another corporation, Optionee shall be entitled to receive options
covering shares of such reorganized, consolidated or merged corporation in the
same proportion, at an equivalent price, and subject to the same conditions.
For purposes of the preceding sentence, the excess of the aggregate fair market
value of the shares subject to the option immediately after the reorganization,
consolidation, or merger over the aggregate option price of such shares shall
not be more than the excess of the aggregate fair market value of all shares
subject to the option immediately before such reorganization, consolidation, or
merger over the aggregate option price of such shares, and the new option or
assumption of the old option shall not give Optionee additional benefits which
Optionee did not have under the old option, or deprive Optionee of benefits
which Optionee had under the old option.
6. Rights Prior to Exercise of Option.
This option is non-transferable by Optionee, except in the event of
Optionee's death as provided in Section 4(b) above, and during Optionee's
lifetime is exercisable only by Optionee. Optionee shall have no rights as a
stockholder with respect to the option shares until payment of the option price
and delivery to Optionee of such shares as herein provided.
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7. Status of Option.
This option is not intended to be treated as an Incentive Stock Option
as defined in the Internal Revenue Code of 1986, as amended.
8. Binding Effect.
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators,
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed.
THE COLONIAL BANCGROUP, INC.
By: /s/ X. Xxxxx Oakley, IV
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X. Xxxxx Oakley, IV
Secretary
/s/ Xxxx Xxxxxxxxxxx
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Xxxx Xxxxxxxxxxx
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