EXHIBIT 4.1
Option Assumption Agreement between the Registrant and the Option Holders
in the Xxxxxx Bank & Trust Co. 1990 Key Employee Incentive Stock Option Plan
Page 11 of 99
OPTION ASSUMPTION AGREEMENT
Pursuant to and in accordance with the terms and provisions of Section
2.2 of that certain Agreement and Plan of Merger (the "Merger Agreement") dated
September 26, 2000, among Xxxxxx Bank & Trust Co. ("WBT"), Main Street Banks,
Inc. ("MSBI"), formerly known as First Sterling Banks, Inc., and Main Street
Bank ("Main Street") each WBT Option (as defined in the Merger Agreement and as
set forth on Schedule 1 hereto) and the WBT Stock Option Plan and each stock
option agreement by which such WBT Options are evidenced, copies of which are
attached hereto as Schedule 2, are hereby assumed by MSBI in accordance with the
terms of the WBT Stock Option Plan and the stock option agreement by which such
WBT Options are evidenced. As provided in the Merger Agreement, from and after
the time that the Merger is consummated, (i) each WBT Option assumed by MSBI may
be exercised solely for MSBI Stock, (ii) the number of shares of MSBI Stock (as
defined in the Merger Agreement) subject to each WBT Option shall be equal to
the number of WBT Stock subject to such WBT Option immediately prior to the time
of consummation of the Merger multiplied by 2.752 (the "Conversion Ratio"), and
(iii) the per share exercise price under each such WBT Option shall be equal to
the exercise price of such WBT Option immediately prior to the time of the
consummation of the Merger divided by the Conversion Ratio and rounding up to
the nearest cent.
Each undersigned holder of WBT Options acknowledges and agrees that the
number of shares of MSBI Stock subject to the WBT 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 25th day of January, 0000.
XXXX XXXXXX BANKS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------
Xxxxxx X. Xxxxxxxx
President and CEO
OPTION HOLDERS
/s/ X. XXXXXX XXXXXX
------------------------
X. Xxxxxx Jordan
/s/ L. XXXX XXXX, XX.
------------------------
L. Xxxx Xxxx, Xx.
Page 12 of 99
SCHEDULE 1
----------
STOCK OPTIONS ASSUMED
---------------------
OPTION EXERCISE PRICE
NUMBER OF SHARES PER SHARE
NAME OF DATE
OPTIONEE ISSUED PRE-MERGER POST-MERGER PRE-MERGER POST-MERGER EXPIRES
-------- ------ ---------- ----------- ---------- ----------- -------
X. Xxxxxx Xxxxxx 06/17/92 3000 8256 6.67 2.43 06/16/2002
04/28/93 3000 8256 6.67 2.43 04/27/2003
04/26/94 3000 8256 7.00 2.55 04/25/2004
03/21/95 3000 8256 7.61 2.77 03/20/2005
04/18/96 1500 4128 8.98 3.27 04/17/2006
12/23/97 1500 4128 11.71 4.26 12/22/2007
12/31/98 1500 4128 12.95 4.71 12/30/2008
12/31/99 1500 4128 13.81 5.02 12/30/2009
L. Xxxx Xxxx, Xx. 07/14/99 5000 13,760 13.26 4.82 07/13/2009
Page 13 of 99
SCHEDULE 2
XXXXXX BANK & TRUST CO.
1990 KEY EMPLOYEE INCENTIVE STOCK OPTION PLAN
Page 14 of 99
XXXXXX BANK & TRUST CO.
1990 KEY EMPLOYEE INCENTIVE STOCK OPTION PLAN
---------------------------------------------
TABLE OF CONTENTS
-----------------
PAGE
----
ARTICLE I DEFINITIONS 17
(a) "Bank" 00
(x) "Xxxxx" 00
(x) "Xxxxxxxxx" 00
(x) "Disabled Employee" 17
(e) "Fair Market Value" 17
(f) "Incentive Stock Option" 17
(g) "Option" 17
(h) "Optionee" 17
(i) "Option Price" 17
(j) "Plan" 17
(k) "Purchasable" 18
(1) "Stock" 18
(m) "Stock Option Agreement" 18
(n) "Subsidiary" 18
ARTICLE II THE PLAN 18
Section 2.1 Name 18
Section 2.2 Purpose 18
Section 2.3 Effective Date 18
Section 2.4 Termination Date 18
ARTICLE III PARTICIPANTS 18
ARTICLE IV ADMINISTRATION 19
Section 4.1 General; Grant of Options 19
Section 4.2 Interpretation; Rules 19
Section 4.3 No Liability 19
ARTICLE V SHARES OF STOCK SUBJECT TO PLAN 19
Section 5.1 Limitations 19
Section 5.2 Adjustments 20
Page 15 of 99
ARTICLE VI OPTIONS 21
Section 6.1 Types of Options Granted 21
Section 6.2 Option Grant and Agreement 21
Section 6.3 Optionee Limitations 21
Section 6.4 $100,000 Limitation 21
Section 6.5 Option Price 22
Section 6.6 Exercise Period 22
Section 6.7 Option Exercise 22
Section 6.8 Nontransferability of Option 22
Section 6.9 Termination of Employment of Bank Employee 23
Section 6.10 Employment Rights 23
ARTICLE VII STOCK CERTIFICATES 23
ARTICLE VIII TERMINATION, AMENDMENT AND 23
MODIFICATION OF PLAN
ARTICLE IX RELATIONSHIP TO OTHER COMPENSATION PLANS 24
ARTICLE X MISCELLANEOUS 24
Section 10.1 Plan Binding an Successors 24
Section 10.2 Singular, Plural; Gender 24
Section 10.3 Headings, etc., No Part of Plan 24
Page 16 of 99
XXXXXX BANK & TRUST CO.
1990 KEY EMPLOYEE INCENTIVE STOCK OPTION PLAN
---------------------------------------------
ARTICLE I
DEFINITIONS
As used herein, the following terms have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:
(a) "Bank" shall mean Xxxxxx Bank & Trust Co., a Georgia banking
corporation.
(b) "Board" shall mean the Board of Directors of the Bank.
(c) "Committee" shall mean a Stock Option Committee designated pursuant
to Section 4.1 hereof.
(d) "Disabled Employee" shall mean an employee of the Bank or any of
its Subsidiaries who is unable to engage in any substantially gainful activity
by reason of any medically determinable physical or mental impairment which can
be expected to last for a continuous period of not less than twelve (12) months.
(e) "Fair Market Value" shall mean the closing sales price of the
Stock, regular way, on the national securities exchange having the greatest
volume of trading in the Stock during the thirty-day period preceding the day
the value is to be determined or the next preceding date, as the case may be; or
(if the Stock is not traded on any national securities exchange) the average of
the closing bid and asked prices of the Stock on the over-the-counter market on
the day such value is to be determined, or in the absence of a closing price on
such day, the closing price of the first preceding day; or (if the Stock also is
not traded on the over-the-counter market) the fair market value based on such
relevant facts, which may include opinions of independent experts, as may be
available to the Board.
(f) "Incentive Stock Option" shall mean an option to purchase any stock
of the Bank, which complies with and is subject to the terms, limitations and
conditions of Section 422A of the Internal Revenue Code of 1986, as amended, and
any regulations promulgated with respect thereto.
(g) "Option" shall mean an option, whether or not an Incentive Stock
Option, to purchase Stock granted pursuant to the provisions of Article VI
hereof.
(h) "Optionee" shall mean a person to whom an Option has been granted
hereunder.
(i) "Option Price" shall mean the price at which an Optionee may
purchase a share of Stock under a Stock Option Agreement.
(j) "Plan" shall mean the Xxxxxx Bank & Trust Co. 1990 Key Employee
Incentive Stock Option Plan, the terms of which are set forth herein.
Page 17 of 99
(k) "Purchasable" shall refer to Stock which may be purchased by an
Optionee under the terms of this Plan on or after a certain date specified in
the applicable Stock Option Agreement.
(1) "Stock" shall mean the $5.00 par value Common Stock of the Bank or,
in the event that the outstanding shares of Stock are hereafter changed into or
exchanged for shares of a different stock or securities of the Bank or some
other entity, such other stock or securities.
(m) "Stock Option Agreement" shall mean an agreement between the Bank
and an Optionee under which the Optionee may purchase Stock hereunder.
(n) "Subsidiary," with respect to an entity, shall mean any
corporation, the majority of the outstanding voting stock of which is owned,
directly or indirectly, by the entity.
ARTICLE II
THE PLAN
2.1 NAME. This plan shall be known as "The Xxxxxx Bank & Trust Co. 1990
Key Employee Incentive Stock Option Plan."
2.2 PURPOSE. The purpose of the Plan is to advance the interests of the
Bank, its Subsidiaries and its shareholders by affording certain officers and
other key employees of the Bank and its Subsidiaries an opportunity to acquire
or increase their proprietary interests in the Bank by granting such persons
Options to purchase Stock in the Bank, provided that such persons are "key
employees" within the meaning of Article III hereof. The Options will promote
the growth and profitability of the Bank and its Subsidiaries because the
Optionees will be provided with an additional incentive to achieve the Bank's
objectives through participation in its success and growth and by encouraging
their continued employment with the Bank.
2.3 EFFECTIVE DATE. The Plan shall become effective on the later of the
date it is approved by the Georgia Department of Banking and Finance or the date
it is approved by the shareholders of the Bank pursuant to
O.C.G.A.ss.7-1-488(e).
2.4 TERMINATION DATE. The Plan shall terminate, and no further Options
shall be granted hereunder, on the tenth anniversary of the effective date of
the plan established under Section 2.3 hereof.
ARTICLE III
PARTICIPANTS
Any "key employee," including but not limited to executive personnel
(as well as officers who are also directors) of the Bank or its Subsidiaries
shall be eligible to participate in the Plan provided that they are full-time
employees of the Bank or any of its Subsidiaries.
Page 18 of 99
ARTICLE IV
ADMINISTRATION
4.1 GENERAL; GRANT OF OPTIONS. The Plan shall be administered by the
Board or a Stock Option or Compensation Committee of three or more persons
designated by the Board who are "disinterested persons" for purposes of
Securities and Exchange Commission Rule 16b-3 or any applicable successor
thereto. Decisions with respect to the grant to or modification of Options held
by employees who are also directors of the Bank shall be made by the entire
Board only so long as a majority of its members are "disinterested persons" (as
defined above), provided that no director who is not a "disinterested person"
may participate in any deliberations at any meeting related to whether, and on
what terms and conditions, the Board will grant an Option to or modify an Option
held by such employee, nor shall any such director vote on any such matter. In
administering the Plan, the Board's or Committee's action and determinations
shall be binding on all interested parties. The Board and Committee shall have
the power to authorize the issuance of Stock in accordance with the provisions
of the Plan. Subject to the express provisions of the Plan, the Board and
Committee shall have the sole discretion and authority to determine from among
eligible "key employees" those to whom an Option will be granted, the time or
times at which the Option may be exercised, the number of shares of Stock
subject to the Option, whether the Option is an Incentive Stock Option, and the
terms and conditions of the Stock Option Agreement.
4.2 INTERPRETATION; RULES. Subject to the express provisions of the
Plan, the Board and Committee shall also have complete authority to interpret
the Plan, to prescribe, amend and rescind rules and regulations relating to it,
to determine the details and provisions of each Stock Option Agreement, and to
make all other determinations necessary or advisable for the administration of
the Plan, including, without limitation, the amending or altering of the Plan
and any Options granted hereunder as may be required to comply with or to
conform to any federal, state or local laws or regulations.
4.3 NO LIABILITY. No member of the Board or Committee shall be liable
to any person for any act or determination made in good faith with respect to
the Plan or any Option granted hereunder.
ARTICLE V
SHARES OF STOCK SUBJECT TO PLAN
5.1 LIMITATIONS. Subject to any antidilution adjustment pursuant to the
provisions of Section 5.2 hereof, the maximum number of shares of Stock which
may be issued and sold hereunder shall not exceed THIRTY THOUSAND (30,000)
shares. Shares subject to an Option may be either authorized and unissued shares
or shares issued and later acquired by the Bank; provided, however, that if
shares of Stock with respect to which an Option has been exercised are
reacquired by the Bank and made subject to an Option each such share shall be
considered a new share of Stock for purposes of determining the number of shares
that are issued and sold under the Plan. If outstanding Options granted
hereunder shall terminate or expire for any reason without being wholly
exercised prior to the end of the period during which Options may be granted
hereunder, new Options may be granted hereunder covering the shares subject to
such unexercised Options.
Page 19 of 99
5.2 ADJUSTMENTS. In the event that the outstanding shares of Stock are
changed into or exchanged for a different number or kind of shares or other
securities of the Bank or of another entity by reason of merger, consolidation,
reorganization, recapitalization, reclassification, combination of shares, stock
split-up or stock dividend:
(a) The aggregate number and kind of shares of Stock on which Options
may be granted hereunder shall be adjusted appropriately;
(b) The rights (both as to the number of subject shares and the Options
Price) under outstanding Options granted hereunder shall be adjusted
appropriately; and
(c) If the Bank shall be a party to any reorganization involving
merger, consolidation, acquisition of the stock, or acquisition of the assets of
the Bank, the Board or the Committee, in its discretion may:
(i) declare that all Options granted under the Plan
shall become exercisable immediately notwithstanding the
provisions of the respective Stock Option Agreements regarding
exercisability, and that all Options shall terminate 30 days
after the Board or the Committee gives written notice to all
Optionees of their immediate right to exercise all such
Options and of the decision to terminate all Options not
exercised within such 30 day period; or
(ii) notify all Optionees that all Options granted
under the Plan shall be assumed by the successor corporation
or substituted with options issued by such successor
corporation.
In the event of the adoption of a plan of dissolution or liquidation in
connection with a reorganization as described in Section 5.2(c), outstanding
Options shall be subject to the provisions of Section 5.2(a) through 5.2(c). In
all other instances, the adoption of a plan of dissolution or liquidation by the
Board and the shareholders of the Bank shall cause every Option outstanding
under the Plan to terminate to the extent not exercised prior to the adoption of
the plan of dissolution or liquidation by the shareholders, provided that the
Board or the Committee in its discretion may declare that all Options granted
under the Plan shall become exercisable on an accelerated basis notwithstanding
the provisions of the respective Stock Option Agreements regarding
exercisability. The Board's or the Committee's action under this provision and
the Optionee's exercise of Options under this provision shall be subject,
however, to the limitations set forth in Article VI of this Plan.
The foregoing adjustments and the manner of application thereof shall
be determined solely by the Board or the Committee, and any such adjustment may
provide for the elimination of fractional share interests; provided, however,
that any adjustment made by the Board or the Committee shall be made in a manner
that will not cause an Incentive Stock Option to be other than an incentive
stock option under applicable statutory and regulatory provisions. The
adjustments required under this Article shall apply to any successor or
successors of the Bank and shall be made regardless of the number or type of
successive events requiring adjustments hereunder.
Page 20 of 99
ARTICLE VI
OPTIONS
6.1 TYPES OF OPTIONS GRANTED. The Board and Committee may, under this
Plan, grant either Incentive Stock Options or Options which do not qualify as
Incentive Stock options. Within the limitations provided in this Plan, both
types of Options may be granted to the same employee at the same time, or at
different times, under different terms and conditions, as long as the terms and
conditions of each Option are consistent with the provisions of the Plan.
6.2 OPTION GRANT AND AGREEMENT. Each Option granted hereunder shall be
evidenced by minutes of a meeting or the written consent of the Board or
Committee and by a written Stock Option Agreement executed by the Bank and the
Optionee. As to each grant hereunder, the terms of the Option, including the
Option's duration, time or times of exercise, and exercise price, shall be
stated in the Stock Option Agreement or incorporated therein by reference to the
resolution or written consent of the Board or Committee adopting the terms of
the Option. The terms and conditions of the Option shall be consistent with the
Plan.
6.3 OPTIONEE LIMITATIONS. The Board or Committee shall not grant an
Incentive Stock Option to any person who, at the time the Incentive Stock Option
is granted:
(a) is not a key employee of the Bank or any of its Subsidiaries;
or
(b) owns or is considered to own stock possessing ten percent (10%)
of the total combined voting power of all classes of stock of the Bank or any of
its Subsidiaries; provided, however, that this limitation shall not apply if at
the time an Incentive Stock Option is granted, the Option Price is at least one
hundred ten percent (110%) of the Fair Market Value of the Stock subject to such
Option and such option by its terms would not be exercisable after five (5)
years from the date on which the Option is granted. For the purpose of this
subsection (b), a person shall be considered to own (i) the stock owned,
directly or indirectly, by or for his or her brothers and sisters (whether by
whole or half blood), spouse, ancestors and lineal descendants; and (ii) the
stock owned, directly or indirectly, by or for a corporation, partnership,
estate, or trust in proportion to such person's stock interest, partnership
interest or beneficial interest therein.
6.4 $100,000 LIMITATION.
(a) The Board or Committee shall not grant an Incentive Stock
Option to any person who, at the time the Incentive Stock Option is granted,
would thereby receive any incentive stock options of the Bank (or any
Subsidiaries of the Bank), in any calendar year in which the aggregate Fair
Market Value (determined as of the respective dates of grant of each option
granted during the calendar year) of the stock with respect to which incentive
stock options are exercisable for the first time by such person during any
calendar year is in excess of $100,000 (this amount being referred to below as
the "Annual Limitation").
(b) If in any calendar year the Board or Committee grants any
Option with respect to which the Fair Market Value of the Stock subject to the
Option exceeds the Annual Limitation, and
Page 21 of 99
a part of the Option is intended to be an Incentive Stock Option, the Option
shall be split into two separate Options, one an Incentive Stock Option covering
the Stock the Fair Market Value of which is within the Annual Limitation, and
the other a non-Incentive Stock Option covering the Stock the Fair Market Value
of which exceeds the Annual Limitation.
6.5 OPTION PRICE. The Option Price of the Stock subject to each Option
shall be determined by the Board or Committee. Subject to the provisions of
Section 6.3(b) hereof, the Option Price of an Incentive Stock option shall not
be less than the Fair Market Value of the Stock as of the date the Option is
granted, and the Option Price of a non-Incentive Stock Option shall not be less
than 80% of the Fair Market Value of the Stock as of the date the Option is
granted.
6.6 EXERCISE PERIOD. The period for the exercise of each Option shall
be determined by the Board or Committee, but in no instance shall such period
exceed ten (10) years from the date of grant of the Option.
6.7 OPTION EXERCISE.
(a) Unless otherwise provided in the Stock Option Agreement, an
Option may be exercised at any time or from time to time during the term of the
Option as to any or all full shares which have become Purchasable under the
provisions of the Option, but not at any time as to less than 25 shares unless
the remaining shares that have become so Purchasable are less than 25 shares.
The Board and Committee shall have the authority to prescribe in any Stock
Option Agreement that the Option may be exercised only in accordance with an
accrual schedule during the term of the Option.
(b) An Option shall be exercised by (i) delivery to the Bank at its
principal office of written notice of exercise with respect to a specified
number of shares of Stock, and (ii) payment to the Bank at that office of the
full amount of the Option Price for such number of shares in accordance with
Section 6.7(d).
(c) The Option Price is to be paid in full in cash upon the
exercise of the Option and the Bank shall not be required to deliver
certificates for the shares purchased until such payment has been made.
(d) In addition to and at the time of payment of the Option Price,
the Optionee shall pay to the Bank in cash the full amount of any federal and
state withholding or other employment taxes applicable to the taxable income of
such Optionee resulting from such exercise.
(e) The holder of an Option shall not have any of the rights of a
stockholder with respect to the shares of Stock subject to the Option until such
shares have been issued and transferred to the Optionee upon the exercise of the
Option.
6.8 NONTRANSFERABILITY OF OPTION. No Option shall be transferable by an
Optionee otherwise than by will or the laws of descent and distribution. During
the lifetime of an Optionee, Options shall be exercisable only by such Optionee
(or by such Optionee's guardian or legal representative, should one be
appointed).
Page 22 of 99
6.9 TERMINATION OF EMPLOYMENT OF BANK EMPLOYEE. The Board and Committee
shall have the power to specify, with respect to the Options granted to a
particular Optionee, the effect upon such Optionee's right to exercise an Option
of termination of such Optionee's employment under various circumstances, which
effect may include immediate or deferred termination of such Optionee's rights
under an Option, or acceleration of the date at which an Option may be exercised
in full; provided, however, that in no event may an Option be exercised later
than ten (10) years from the date of grant thereof.
6.10 EMPLOYMENT RIGHTS. Options granted under the Plan to any person
shall not be affected by any change of employment so long as such person
continues to be an employee of the Bank or any of its Subsidiaries. Nothing in
the Plan or in any Stock Option Agreement shall confer on any person any right
to continue in the employ of the Bank or any of its Subsidiaries, or shall
interfere in any way with the right of the Bank or any of its Subsidiaries to
terminate such person's employment at any time.
ARTICLE VII
STOCK CERTIFICATES
The Bank shall not be required to issue or deliver any certificate for
shares of Stock purchased upon the exercise of any Option granted hereunder or
any portion thereof, prior to fulfillment of all of the following conditions:
(a) The admission of such shares to listing on all stock
exchanges of which the Stock is then listed;
(b) The completion of any registration or other qualification
of such shares which the Board shall deem necessary or advisable under any
federal or state law or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from any
federal or state governmental agency or body which the Board shall determine to
be necessary or advisable; and
(d) The lapse of such reasonable period of time following the
exercise of the option as the Board from time to time may establish for reasons
of administrative convenience.
ARTICLE VIII
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
The Board may at any time, notwithstanding Section 2.4 hereof,
terminate the Plan, and may at any time and from time to time and in any respect
amend or modify the Plan; provided, however, that the Board (unless its actions
are approved or ratified by the shareholders of the Bank within twelve (12)
months of the date that the Board amends the Plan) may not amend the Plan to:
(a) Increase the total number of shares of stock subject to
the Plan except as contemplated in Section 5.2 hereof;
Page 23 of 99
(b) Terminate, amend or modify the Plan in any manner so as
adversely to affect any Option theretofore granted under the Plan without the
consent of the Optionee (or such Optionee's guardian, legal representative, heir
or legatee);
(c) Change or modify the class of employees that may
participate in the Plan; or
(d) Materially increase the benefits accruing to participants
under the Plan.
ARTICLE IX
RELATIONSHIP TO OTHER COMPENSATION PLANS
The adoption of the Plan shall not affect any other stock option,
incentive or other compensation plans in effect for the Bank or any of its
Subsidiaries; nor shall the adoption of the Plan preclude the Bank or any of its
Subsidiaries from establishing any other form of incentive or other compensation
plan for employees of the Bank or any of its Subsidiaries.
ARTICLE X
MISCELLANEOUS
10.1 PLAN BINDING ON SUCCESSORS. The Plan shall be binding upon the
successors and assigns of the Bank.
10.2 SINGULAR, PLURAL; GENDER. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.
10.3 HEADINGS, ETC., NO PART OF PLAN. Headings or Articles and Sections
hereof are inserted for convenience and reference; they constitute no part of
the Plan.
Page 24 of 99
XXXXXX BANK & TRUST CO.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") entered into as of this
14th day of July, 1999, by and between Xxxxxx Bank & Trust Co., a Georgia
banking corporation (hereinafter referred to as the "Bank") and L. Xxxx Xxxx,
Xx. (hereinafter referred to as the "Employee").
WHEREAS, on March 21, 1990, the Board of Directors of the Bank adopted
a stock option plan, for the Bank's and its subsidiary corporations' officers
and key employees, known as "Xxxxxx Bank & Trust Co. 1990 Key Employee Incentive
Stock Option Plan" (hereinafter referred to as the "Plan"); and
WHEREAS, the Board or Committee has determined that the Employee is a
key employee within the meaning of the Plan, and the Board or Committee has
granted the Employee a stock option to purchase the number of shares of the
Bank's common stock as hereinafter set forth, and in consideration of the
granting of that stock option the Employee intends to remain in the employ of
the Bank; and
WHEREAS, the Bank and the Employee desire to enter into a written
agreement with respect to such option in accordance with the Plan.
NOW, THEREFORE, as an employment incentive and to encourage stock
ownership, and also in consideration of the mutual covenants contained herein,
the parties hereto agree as follows.
1. INCORPORATION OF PLAN. This option is granted pursuant to the
provisions of the Plan and the terms and definitions of the Plan are
incorporated herein by reference and made a part hereof. A copy of the Plan has
been delivered to, and receipt is hereby acknowledged by, the Employee.
2. GRANT OF OPTION. Subject to the terms, restrictions, limitations and
conditions stated herein, the Bank hereby evidences its grant to the Employee,
not in lieu of salary or other compensation, of the right and option
(hereinafter referred to as the "Option"), to purchase all or any part of an
aggregate of such number of shares of the Bank's $5.00 par value common stock
(the "Stock") as set forth on Schedule A attached hereto and incorporated herein
by reference. The Option shall be exercisable in the amounts and at the times
specified on Schedule A. The Option shall expire and is not exercisable as
specified on Schedule A, or such earlier date as determined pursuant to Section
8, 9 or 10 hereof. Whether the Option is or is not an Incentive Stock option set
forth on Schedule A.
3. PURCHASE PRICE. The price per share to be paid by the Employee for
the shares subject to this Option (the "Option Price") shall be as specified on
Schedule A, which price is an amount at least equal to the Fair Market Value of
a share of Stock as of the Date of Grant, as defined in Section 11 below, if the
Option is an Incentive Stock Option, and is an amount at least equal to 80% of
the Fair Market Value of a share of Stock as of the Date of Grant, as defined in
Section 11 below, if the Option is a non-Incentive Stock Option.
Page 25 of 99
4. EXERCISE TERMS. The Employee must exercise the Option for at least
the lesser of 25 shares or the number of unexercised. In the event this Option
is not exercised with respect to all or any part of the shares subject to this
Option prior to its expiration, the shares with respect to which this Option was
not exercised shall no longer be subject to this Option.
5. OPTION NON-TRANSFERABLE. This Option and all rights hereunder are
neither assignable nor transferable by the Employee otherwise than by will or
under the laws of descent and distribution, and during the Employee's lifetime
this Option is exercisable only by the Employee (or the employee's guardian or
legal representative, should one be appointed). More particularly (but without
limiting the generality of the foregoing), this Option may not be assigned,
transferred (except as aforesaid), pledged or hypothecated in any way (whether
by operation of law or otherwise) and shall not be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of this Option contrary to the provisions
hereof shall by null and void and without legal effect.
6. NOTICE OF EXERCISE OF OPTION. This Option may be exercised by the
Employee, or by the Employee's administrators, executors or personal
representatives, by a written notice (in substantially the form of the "Notice
of Exercise" attached hereto as Schedule B) signed by the Employee, or by said
administrators, executors or personal representatives, and delivered or mailed
to the Bank at its principal office in Monroe, Georgia, to the attention of the
President or such other officer as the Bank may designate. Any such notice shall
(a) specify the number of shares of Stock which the Employee or the Employee's
administrators, executors or personal representative, as the case may be, then
elects to purchase hereunder, and (b) be accompanied by a certified or cashier's
check payable to the Bank in payment of the total Option Price applicable to
such shares as provided herein. Upon receipt of any such notice and accompanying
payment, and subject to the terms hereof, the Bank agrees to cause to be issued
to the Employee or to the Employee's administrators, executors or personal
representatives, as the case may be, stock certificates for the number of shares
specified in such notice registered in the name of the person exercising this
Option.
7. ADJUSTMENT IN OPTION. The number of Shares subject to this Option,
the Option Price and other matters are subject to adjustment during the term of
this Option in accordance with Section 5.2 of the Plan.
8. TERMINATION OF EMPLOYMENT.
(a) Except as otherwise specified on Schedule A hereto, in the event of
the termination of the Employee's employment as an employee of the Bank or any
of its Subsidiaries, other than a termination that is either (i) for cause, (ii)
voluntary on the part of the Employee and without written consent of the Bank,
or (iii) for reasons of death or disability, the Employee may exercise this
option at any time within fifteen (15) days after such termination, to the
extent of the number of shares which were Purchasable hereunder at the date of
such termination.
(b) Except as specified on Schedule A attached hereto, in the event of
a termination of the Employee's employment that is either (i) for cause, (ii)
voluntary on the part of the Employee and without the written consent of the
Bank, this Option, to the extent not theretofore exercised, shall
Page 26 of 99
forthwith terminate and shall not thereafter be or become exercisable.
(c) Retirement of the Employee at the normal retirement date as
prescribed from time to time by the Bank or any subsidiary shall be deemed to be
a termination of employment with consent for all purposes of this Option. This
Option does not confer upon the Employee any right with respect to continuance
of employment by the Bank or by any of its subsidiaries. This Option shall not
be affected by any change of employment so long as the Employee continues to be
an employee of the Bank or one of its Subsidiaries.
9. DISABLED EMPLOYEE. In the event of termination of employment because
of the Employee becoming a Disabled Employee, the Employee (or his or her
personal representative) may exercise this Option at any time within fifteen
(15) days after such termination to the extent of the number of shares which
were Purchasable hereunder at the date of such termination.
10. DEATH OF EMPLOYEE. Except as otherwise set forth on Schedule A with
respect to the rights of the Employee upon termination of employment under
paragraph (a) of Section 8 hereof, in the event of the Employee's death while
employed by the Bank or any of its Subsidiaries, or within fifteen (15) days
after a termination of such employment (if such termination was neither (i) for
cause nor (ii) voluntary on the part of the Employee and without the written
consent of the Bank), the appropriate persons described in Section 6 hereof or
persons to whom all or a portion of this Option is transferred in accordance
with Section 5 hereof may exercise this Option at any time within a period
ending on the earlier of (a) the last day of the fifteen (15) day period
subsequent to the Employee's death or (b) the expiration date of the Option. If
the Employee was an employee of the Bank at the time of the Employee's death,
this Option may be so exercised to the extent of the number of shares that were
Purchasable hereunder at the date of death. If the Employee's employment
terminated prior to his or her death, this Option may be exercised only to the
extent of the number of shares covered by this Option which were Purchasable
hereunder at the date of such termination.
11. DATE OF GRANT. This option was granted by the Board of Directors of
the Bank on the date set forth in Schedule A (the "Date of Grant").
12. COMPLIANCE WITH REGULATORY MATTERS. The Employee acknowledges that
the issuance of capital stock of the Bank is subject to regulation by various
regulatory authorities, and Employee hereby agrees that the Bank shall not be
obligated to issue any share of Stock upon exercise of this Option that would
cause the Bank to violate any rules, regulations, orders or consent decrees of
any such regulatory authority having jurisdiction over the affairs of the Bank.
13. MISCELLANEOUS.
(a) This Agreement shall be binding upon the parties hereto and
their representatives, successors and assigns.
(b) This Agreement is executed and delivered in, and shall be
governed by the laws of, the State of Georgia.
Page 27 of 99
(c) Any requests or notices to be given hereunder shall be deemed
given, and any elections or exercises to be made or accomplished shall be deemed
made or accomplished, upon actual delivery thereof to the designated recipient,
or three (3) days after deposit thereof in the United States mail, registered,
return receipt requested, and postage prepaid, addressed, if to the Employee, at
the address set forth below, and if to the Bank, to the executive offices of the
Bank at 0000 Xxxx Xxxxxx Xxxxxx, Xxx 0000, Xxxxxx, Xxxxxxx 00000.
(d) This Agreement may not be modified except in writing executed
by each of the parties hereto.
IN WITNESS WHEREOF, the Board of Directors of the Bank has caused this
Stock Option Agreement to be executed on behalf of the Bank and the Bank's seal
to be affixed hereto and attested by the Secretary or an Assistant Secretary of
the Bank, and the Employee has executed this Stock Option Agreement under seal,
all as of the day and year first above written.
XXXXXX BANK & TRUST CO. EMPLOYEE
By: /s/ Xxxx X. Xxxxxxxxxx, III Name: /s/ L. Xxxx Xxxx, Xx.
---------------------------- -----------------------
Name: Xxxx X. Xxxxxxxxxx, III
Title: Chairman
Address: 000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX
ATTEST:
/s/ Xxxxx X. Xxxxxxx
---------------------
Xxxxx X. Xxxxxxx
Secretary
(SEAL)
Page 28 of 99
SCHEDULE A
TO
STOCK OPTION AGREEMENT
BETWEEN
XXXXXX BANK & TRUST CO.
AND
L. Xxxx Xxxx, Xx.
Dated: July 14, 1999
1. NUMBER OF SHARES SUBJECT TO OPTION: Five Thousand (5,000) Shares.
2. THIS OPTION (Check One) [X] IS [ ] IS NOT AN INCENTIVE STOCK OPTION
3. OPTION EXERCISE PRICE: $13.26 per Share.
4. DATE OF GRANT: July 14, 1999
5. OPTION VESTING SCHEDULE:
Check one:
( ) Options are exercisable with respect to all shares on or after the
date hereof
(X) Options are exercisable with respect to the number of shares
indicated below on or after the date set next to the number of
shares:
No. of Shares Vesting Date
------------- ------------
Date of Grant
1,000 1 year after Date of Grant
1,000 2 years after Date of Grant
1,000 3 years after Date of Grant
1,000 4 years after Date of Grant
1,000 5 years after Date of Grant
6. OPTION EXERCISE PERIOD:
Check one:
(X) All options expire and are void unless exercise on or before
10 years after Date of Grant.
Page 29 of 99
( ) Options expire and are void unless exercised on or before the date
indicated next to the number of shares:
NO. OF SHARES EXPIRATION DATE
------------- ---------------
7. Effect of Termination of Employment of Optionee (if different from that
set forth in Sections 8 and 10 of the Stock Option Agreement):
Not different from that set forth in Sections 8 and 10.
Page 30 of 99
SCHEDULE B
NOTICE OF EXERCISE
The undersigned hereby notifies Xxxxxx Bank & Trust Co. (the "Bank") of
this election to exercise the undersigned's stock option to purchase
____________________ (______) shares of the Bank's $5.00 par value common stock
pursuant to the stock Option Agreement (the "Agreement") between the undersigned
and the Bank dated _______________. Accompanying this Notice is a certified or a
cashier's check in the amount of $_______________ payable to the Bank, such
amounts being equal, in the aggregate, to the purchase price per share set forth
in Section 3 of the Agreement multiplied by the number of said shares being
hereby purchased (in each instance subject to appropriate adjustment pursuant to
Section 7 of the Agreement).
IN WITNESS WHEREOF, the undersigned has set his hand and seal, this
_____ day of _______________, 19___.
EMPLOYEE [OR EMPLOYEE'S ADMINISTRATOR,
EXECUTOR OR PERSONAL REPRESENTATIVE]
Name:
Position (if other than Employee):
Page 31 of 99
