EXHIBIT 4.2
Form of First Sterling Banks, Inc. 1999 Directors Stock Option Plan
Stock Option Agreement
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FIRST STERLING BANKS, INC.
1999 DIRECTORS STOCK OPTION PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Option Agreement") is made and
entered into effective as of the 22nd day of June, 1999 by and between FIRST
STERLING BANKS, INC. (the "Company") and _________________, a resident of the
State of Georgia (the "Optionee"). This Option Agreement is entered into by the
Company and the Optionee pursuant to First Sterling Banks, Inc. 1999 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 Company hereby grants to the Optionee the option (the "Option") to
purchase _______________ (_______) shares (the "Shares") of the Common Stock
(the "Common Stock") of the Company 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 June 21, 2009 unless sooner terminated in whole or in part as
follows:
(a) The Option shall terminate on the date which is twelve (12) months
from the date on which the Optionee ceases to be a Director unless he is
immediately appointed an Emeritus Director, in which case the Option shall
terminate on the date which is twelve (12) months from the date on which the
Optionee ceases to be an Emeritus Director, provided that the Board may, in its
discretion, extend either such date for an additional twelve (12) months.
(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 death or disability.
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 unless the Optionee ceases to be a Director or
Emeritus Director by reason of his death or disability (the "Exercise Period").
The Option shall be exercised by written notice directed to the
Secretary of the Company at X.X. Xxx 0000, Xxxxxxxx, Xxxxxxx 00000. Such written
notice shall be accompanied by payment in full
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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 $______ (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 Company 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 Company 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 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
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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 Company in
accordance with the terms of this Option Agreement and the Plan.
IN WITNESS WHEREOF, the Company, 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:
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Xxxxxx X. Xxxxxxxx
By: President
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OPTIONEE:
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