UNITED COMMUNITY BANKS, INC. AMENDMENT TO AWARD AGREEMENTS
Exhibit
10.1
UNITED
COMMUNITY BANKS, INC.
AMENDMENT
TO
THIS
AMENDMENT is made as of
the 31st
day of
January, 2008 by and between UNITED COMMUNITY BANKS,
INC.,
a Georgia corporation, (the “Company”)
and XXXXXX X. XXXXXXXXX
(the “Grantee”).
WHEREAS,
the Company operates
the 1995 Key Employee Stock Option Plan and the 2000 Key Employee Stock Option
Plan, each as have been amended and restated from time to time (the “Plans”);
and
WHEREAS,
the Company and the
Grantee wish to amend the award agreements of the Grantee under the Plans
(the
“Award
Agreements”) to change the vesting schedule and the exercise term for the
outstanding awards granted thereunder and described on Exhibit A hereto (the
“Awards”);
NOW,
THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
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1.
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Amendment
to Vesting Period. Notwithstanding any other
provision contained in any of the Award Agreements, including any
provision in conflict with the terms of this provision, the Awards
under
each Award Agreement shall continue to vest in accordance with
the
applicable vesting schedule for such Award following the Grantee’s
termination of employment just as if the Grantee had remained employed
through the term of such vesting schedule.
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2.
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Amendment
to Exercise Period. Notwithstanding any other
provision contained in any of the Award Agreements, including any
provision in conflict with the terms of this provision, the Awards
under
each Award Agreement shall remain exercisable for the remaining
exercise
period of such Award following the Grantee’s termination of
employment.
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3.
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Section
409A Compliance. The
Award
Agreements and this Amendment shall at all times be operated in
accordance
with the requirements of Section 409A of the Internal Revenue Code
of
1986, as amended, and the regulations and rulings thereunder (“Section
409A”). The Company shall have the authority to take
action under this Amendment, or refrain from taking any action,
that is
reasonably necessary to comply with Section 409A without any additional
cost or tax to the Company or the Grantee. Specifically, the
Company shall have the authority to vary the terms of Section 1
hereof
with respect to the Restricted Stock Unit Award Agreements (“RSU
Agreements”) granted to the Grantee by the Company and to make
additional amendments to such RSU Agreements, to the extent necessary
or
desirable to comply with Section 409A.
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4.
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No
Other Changes. This
Amendment shall be effective as of the date hereof. Except as
hereby modified, the Award Agreements and Plans shall remain in
full force
and effect.
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IN
WITNESS WHEREOF, the
Company and Grantee have executed this Amendment as of the date first written
above.
| UNITED COMMUNITY BANKS, INC. | |||||
| By: | /s/ Xxxxx X. Xxxxxxx | By: | /s/ Xxxxxx X. Xxxxxxxxx | ||
| Name: | Xxxxx X. Xxxxxxx |
Xxxxxx
X. Xxxxxxxxx
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|||
| Title: |
President
and CEO
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Exhibit
A
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Optionee
Statement
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|||||||||||||||||||
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Xxxxxx
X.
Xxxxxxxxx
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|||||||||||||||||||
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Grant
Date
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Expiration
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Xxxxx
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Xxxxx
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Vesting
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|||||||||||||||
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Date
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Type
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Outstanding
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Price
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Exercisable
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Schedule
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Exercisable
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|||||||||||||
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01/01/99
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01/01/09
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Non-Qualified
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2,328 | $ | 13.33 | 2,328 | |||||||||||||
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04/20/00
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04/20/10
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Non-Qualified
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7,542 | $ | 12.67 | 7,542 | |||||||||||||
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04/18/01
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04/18/11
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Non-Qualified
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9,414 | $ | 11.67 | 9,414 | |||||||||||||
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03/11/02
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03/11/12
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Non-Qualified
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13,494 | $ | 13.00 | 13,494 | |||||||||||||
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04/17/03
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04/17/13
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Non-Qualified
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17,105 | $ | 16.39 | 17,105 | |||||||||||||
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04/17/03
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04/17/13
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Incentive*
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6,102 | $ | 16.39 | 6,102 | |||||||||||||
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06/07/04
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06/07/14
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Non-Qualified
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6,375 | $ | 23.75 | 6,375 | |||||||||||||
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06/07/04
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06/07/14
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Incentive*
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2,125 | $ | 23.75 | 0 | |||||||||||||
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Vesting
on
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2,125 |
6/7/2008
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|||||||||||||||||
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05/16/05
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05/16/15
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Non-Qualified
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4,606 | $ | 23.10 | 4,500 |
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||||||||||||
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Vesting
on
|
106 |
5/16/2008
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|||||||||||||||||
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05/16/05
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05/16/15
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Incentive*
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4,394 | $ | 23.10 | 0 | |||||||||||||
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Vesting
on
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2,144 |
5/16/2008
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|||||||||||||||||
| 2,250 |
5/16/2009
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||||||||||||||||||
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05/16/05
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05/16/15
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Restricted
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563 | $ | 0.00 | 0 | |||||||||||||
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Vesting
on
|
563 |
1/31/2009
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|||||||||||||||||
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04/26/06
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04/26/16
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Non-Qualified
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2,500 | $ | 28.85 | 2,500 | |||||||||||||
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Optionee
Totals
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76,548 | 69,360 | |||||||||||||||||
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*Non-Qualified
if not exercised on
or before April 30, 2008
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