EXHIBIT 4.2
Form of First Sterling Banks, Inc. 2000 Directors Stock Option Plan
Stock Option Agreement
Page 16 of 25
FIRST STERLING BANKS, INC.
2000 DIRECTORS STOCK OPTION PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Option Agreement") is made and entered
into effective as of the 12th day of July, 2000 by and between FIRST STERLING
BANKS, INC. (the "Corporation") and __________________________, a resident of
the State of Georgia (the "Optionee"). This Option Agreement is entered into by
the Corporation and the Optionee pursuant to First Sterling Banks, Inc. 2000
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 Corporation hereby grants to the Optionee the option (the "Option") to
purchase fifteen thousand, nine hundred seventy-three (15,973) shares (the
"Shares") of the Common Stock (the "Common Stock") of the Corporation 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 July 11, 2010 unless sooner terminated in whole or in part as
follows:
(a) The Option shall terminate immediately upon the violation by the
Optionee of the Non-Competition Condition. A good faith determination by the
Board that the Optionee has violated or is in violation of the Non-Competition
Condition shall be conclusive for all purposes hereunder. The Non-Competition
Condition is as follows: During the term of the Option, the Optionee shall not
(except on behalf of, or with the prior written consent of, the Corporation) for
a Competing Business located within the Area, either directly or indirectly, on
his or her own behalf, or in the service or on behalf of others, as a principal,
partner, organizer, officer, director, emeritus or advisory director, manager,
consultant, or an employee whose duties include business development, marketing
or public relations, work for, engage or participate in any such Competing
Business.
Page 17 of 25
(b) The Option shall terminate on the date which is two (2) years from the
date that the Optionee ceases to be a Director or an Emeritus Director by reason
of his or her death.
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 except as provided in Section 11 of the Plan
(the "Exercise Period").
The Option shall be exercised by written notice directed to the Secretary
of the Corporation at X.X. Xxx 0000, Xxxxxxxx, Xxxxxxx 00000. Such written
notice shall be accompanied by payment in full in cash or by check or shares of
the Common Stock previously held by the Optionee or any contribution which
equals in value the Option Price for the number of Shares specified in such
written notice.
3. OPTION PRICE.
The price per share at which Shares may be purchased pursuant to exercise
of the Option (the "Option Price") shall be $11.625 (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 Optionee or the personal representative of the Optionee shall have no
rights as a stockholder with respect to the Shares covered by the Option until
the Optionee or the personal representative of the Optionee shall become the
holder of record of such Shares.
6. STOCK RESERVE.
The Corporation 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 Corporation 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
Page 18 of 25
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.
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 Corporation in
accordance with the terms of this Option Agreement and the Plan.
IN WITNESS WHEREOF, the Corporation, 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.
FIRST STERLING BANKS, INC.
[SEAL]
Attest: By:
Xxxxxx X. Xxxxxxxx
President
By:
[SIGNATURES CONTINUE ON NEXT PAGE]
Page 19 of 25
[CONTINUED FROM PRECEDING PAGE]
OPTIONEE:
_______________________________
Page 20 of 25
