EXHIBIT 10.3
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RIVOLI BANK & TRUST
NON-QUALIFIED STOCK OPTION AGREEMENT
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THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Option Agreement") is made and
entered into this ___ day of ______________ by and between Rivoli Bank & Trust
(the "Bank") and _________________ ("Participant");
W I T N E S S E T H:
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The Board of Directors of the Bank has adopted that certain 1998 Stock
Option Plan (the "Plan"), a copy of which is attached hereto as Exhibit "A" and
incorporated herein by reference. Pursuant to the terms of the Plan and in
consideration of the efforts of Participant on behalf of the Bank, the Board of
Directors has selected Participant to participate in the Plan and desires to
grant to Participant a non-qualified stock option (the "Option") to purchase
shares of the Bank's authorized $5.00 par value common stock ("Stock"), subject
to the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises, agreements and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. INCORPORATION OF PLAN PROVISIONS
This Option Agreement is subject to and is to be construed in all respects
in a manner which is consistent with the terms of the Plan, the provisions of
which are hereby incorporated by reference into this Option Agreement. Unless
specifically provided otherwise, all terms used in this Option Agreement shall
have the same meaning as in the Plan.
2. GRANT OF OPTION
Subject to the further terms and conditions of this Option Agreement,
Participant is hereby granted the Option to purchase _____ shares of Stock,
effective as of the date first written above. The Option is not intended to be
an Incentive Stock Option as provided in 422 of the Internal Revenue Code.
3. FAIR MARKET VALUE OF STOCK
The Board of Directors has determined, in good faith and in its best
judgment, that the fair market value per share of Stock as of the date the
Option is granted is $_____.
4. OPTION PRICE
The Board of Directors has determined that the price for each share of
Stock purchased under this Option Agreement shall be $_____.
5. EXPIRATION OF OPTIONS
The Option to acquire Stock pursuant to this Option Agreement shall expire
(to the extent not previously fully exercised) upon the first to occur of the
following:
(a) __________, 20__;
(b) The date which is one (1) day prior to the date which Participant
ceases his or her employment with the Bank or a Subsidiary, otherwise than as a
result of Participant's death or Permanent and Total Disability or retirement;
(c) The date which is the first anniversary of the date upon which
Participant ceases to be employed by the Bank, or a Subsidiary of the Bank, by
reason of Participant's death or permanent and total disability; or
(d) Ninety (90) days from the date upon which Participant ceases his
or her employment with the Bank or a Subsidiary, by reason of retirement, with
respect to any portion of the Option which was otherwise exercisable on the date
Participant ceases employment. Any portion of the Option which was not
exercisable on the date Participant ceases employment by reason of retirement
shall become immediately exercisable for a period of ninety (90) days from the
date Participant ceases his or her employment.
(e) Ten (10) days from the date upon which the Bank receives notice
from either the Georgia Department of Banking and Finance or the Federal Deposit
Insurance Corporation that the Bank's capital has fallen below the minimum
required by either regulatory agency.
6. EXERCISE OF OPTION
Unless the Option hereunder shall expire pursuant to Article 5 hereof, the
Option shall be exercisable immediately with respect to the full number of
shares subject to this Option Agreement.
Participant may exercise the Option, in whole or in part, from time to
time. The Option exercise price shall be paid by Participant in cash.
7. MANNER OF EXERCISE
The Option may be exercised by written notice to the Secretary of the Bank
specifying the number of shares to be purchased and signed by Participant or
such other person who may be entitled to acquire Stock under this Option
Agreement. If any such notice is signed by a person other than Participant,
such person shall also provide such other information and documentation as the
Secretary of the Bank may reasonably require to assume that such person is
entitled to acquire Stock under the terms of the Plan and this Option Agreement.
After receipt of the notice and any other assurances requested by the Bank under
this Article 7, and upon receipt of the full Option price, the Bank shall issue
to the person giving notice of exercise under this Option Agreement the number
of shares specified in such notice.
8. RESTRICTIONS ON TRANSFERABILITY
The Option granted hereunder shall not be assignable or transferable by
Participant otherwise than by will or by the laws of descent and distribution,
and such Option shall be exercisable during Participant's lifetime only by
Participant.
9. REORGANIZATION
In the event that dividends are payable in Stock of the Bank or in the
event there are splits, subdivisions or combinations of shares of Stock of the
Bank, the number of Shares available under the Plan shall be increased or
decreased proportionately, as the case may be, and the number of Shares
deliverable upon the exercise thereafter of any Option theretofore granted shall
be increased or decreased proportionately, as the case may be, without change in
the aggregate purchase price.
In case the Bank is merged or consolidated with another corporation and the
Bank is not the surviving corporation, or in case the property or stock of the
Bank is acquired by another corporation, or in case of a separation,
reorganization, recapitalization or liquidation of the Bank, the Board of
Directors of the Bank, or the Board of Directors of any corporation assuming the
obligations of the Bank hereunder, shall either (i) make appropriate provision
for the protection of any outstanding Options by the substitution on an
equitable basis of appropriate stock of the Bank, or of the merged, consolidated
or otherwise reorganized corporation which will be issuable in respect to the
shares of Stock of the Bank, provided only that the excess of the aggregate fair
market value of the shares subject to option immediately after such substitution
over the purchase price thereof is not more than the excess of the aggregate
fair market value of the shares subject to option immediately before such
substitution over the purchase price thereof, or (ii) upon written notice to the
Participant provide that the Option (including the shares not then exercisable)
must be exercised within sixty (60) days of the date of such notice or it will
be terminated.
IN WITNESS WHEREOF, the Bank has caused this Option Agreement to be
executed by a member of the Board of Directors or a duly authorized officer of
the Bank, and Participant has executed this Option Agreement as of the date
first written above.
RIVOLI BANK & TRUST
By: ________________________
Title: ____________________
ATTEST:
_________________________________
Secretary or Assistant Secretary
"PARTICIPANT"
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