UNITED TENNESSEE BANKSHARES, INC.
1999 STOCK OPTION PLAN
---------------------------------
Stock Option Agreement
---------------------------------
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
STOCK OPTION (the "Option") for a total of ________ shares
of Common Stock, no par value per share, of United Tennessee
Bankshares, Inc. (the "Company"), which Option is intended to
qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), is
hereby granted to _____________(the "Optionee") at the price set
forth herein, and in all respects subject to the terms, defini-
tions and provisions of the United Tennessee Bankshares, Inc.
1999 Stock Option Plan (the "Plan") which was adopted by the
Company and which is incorporated by reference herein, receipt
of which is hereby acknowledged.
1. Exercise Price. The exercise price per share is
-------------- $______, which equals 100% */ of the
fair market value, as determined by the Committee, of the Common
Stock on the date of grant of this Option.
2. Exercise of Option. This Option shall be exercisable
------------------- in accordance with the Plan and the
following provisions:
(i) Schedule of rights to exercise.
------------------------------
Percentage of Total Shares
Years of Continuous Employment Subject to Option
After Date of Grant of Option Which May Be Exercised
---------------------------------- ---------------------------
Upon Grant 25%
1 Year 25%
2 Years 25%
3 Years 25%
__________________
*/ 110% in the case of an Optionee who owns shares representing
- more than 10% of the outstanding common stock of the Company
on the date of grant of this Option.
(ii) Method of Exercise. This Option shall be exercisable
------------------ by a written notice by the
Optionee which shall:
(a) state the election to exercise the Option, the number
of shares with respect to which it is being exercised, and
the Optionee's address and Social Security Number;
(b) contain such representations and agreements as to the
holder's investment intent with respect to such shares of
Common Stock as may be satisfactory to the Company's
counsel;
(c) be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised
by any person or persons other than the Optionee, be
accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise
the Option; and
(d) be in writing and delivered in person or by certified
mail to the Treasurer of the Company.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by cash, Common
Stock, or such combination of cash and Common Stock as the
Optionee elects. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the
Option.
(iii) Restrictions on Exercise. This Option may not be
------------------------ exercised if the issuance
of the shares upon such exercise would constitute a violation
of any applicable federal or state securities or other law or
valid regulation. As a condition to the Optionee's exercise of
this Option, the Company may require the person exercising this
Option to make any representation and warranty to the Company as
may be required by any applicable law or regulation.
3. Withholding. The Optionee hereby agrees that the
------------ exercise of the Option or any installment
thereof will not be effective, and no shares will become trans-
ferable to the Optionee, until the Optionee makes appropriate
arrangements with the Company for such tax withholding as may be
required of the Company under federal, state, or local law on
account of such exercise.
4. Non-transferability of Option. This Option may not be
------------------------------ transferred in any
manner otherwise than by will or the laws of descent or distri-
bution. The terms of this Option shall be binding upon the
executors, administrators, heirs, successors and assigns of the
Optionee.
5. Term of Option. This Option may not be exercisable
-------------- for more than ten **/ years from the
date of grant of this Option, as stated below, and may be
exercised during such term only in accordance with the Plan and
the terms of this Option.
__________________
Date of Grant UNITED TENNESSEE BANKSHARES, INC.
1999 STOCK OPTION PLAN COMMITTEE
By: __________________________________
Authorized Member of the Committee
Witness: _____________________________
____________________
**/ Five years in the case of an Optionee who owns shares
__ representing more than 10% of the outstanding common stock
of the Company on the date of grant of this Option.
INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
UNITED TENNESSEE BANKSHARES, INC.
1999 STOCK OPTION PLAN
___________
Date
Treasurer
United Tennessee Bankshares, Inc.
000 X. Xxxxxxxx
Xxxxxxx, Xxxxxxxxx 00000-0000
Re: United Tennessee Bankshares, Inc. 1999 Stock Option Plan
--------------------------------------------------------
Dear Sir:
The undersigned elects to exercise the Incentive Stock
Option to purchase ______shares, no par value per share, of
Common Stock of United Tennessee Bankshares, Inc. under and
pursuant to a Stock Option Agreement dated _____, 199 .
Delivered herewith is a certified or bank cashier's or
teller's check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$________ of cash or check
$________ in the form of _______ shares of Common
Stock, valued at $____ per share
$======== Total
The name or names to be on the stock certificate or certi-
ficates and the address and Social Security Number of such
person(s) is as follows:
Name ___________________________________________________________
Address ________________________________________________________
Social Security Number _________________________________________
Very truly yours,
____________________
