Exhibit 10(g)
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT ("Option") is entered into effective as of
the 25th day of June, 2002 ("Option Date") by and between FIRST SOUTHERN
BANCSHARES, INC., a Delaware corporation, (the "Company") and XXXXXXXX XXXXX
XXXXXXXXX (the "Optionee").
INTRODUCTION
The Company adopted the 1996 Stock Option Plan (as amended and in effect
on the date hereof, the "Plan"), in order to attract, retain and motivate its
Employees and key personnel, providing them with an opportunity to purchase
Common Stock of the Company so as to give them a proprietary interest in the
Company. The Company's Board of Directors voted to grant Optionee an incentive
stock option pursuant to the Plan upon the terms and conditions hereinafter set
forth.
1. Option Grant. The Company hereby grants to the Optionee the Option to
purchase from the Company twenty-five thousand (25,000) shares of Common Stock
of the Company at a purchase price of $2.00 per share (the "Option Price"),
which is not less than the fair market value of the Common Stock on the date of
grant, pursuant to the Plan.
2. Term. The Option is exercisable (a) up to twenty percent (20%) of
this stock grant after June 25, 2003; (b) up to forty percent (40%) of this
stock grant after June 25, 2004; (c) up to sixty percent (60%) of this stock
grant after June 25, 2005; (d) up to eighty percent (80%) of this stock grant
after June 25, 2006; (e) up to one hundred percent (100%) of this stock grant
after June 25, 2007; (e) and in any event prior to June 25, 2009, at which time
this Option, if still in force, shall terminate.
3. Other Conditions and Limitations.
(a) The Option is granted on the condition that the purchase of
Common Stock hereunder shall be for investment purposes and not with a
view to resale or distribution, except that such condition shall be
inoperative if the offering of Common Stock subject to the Option is
registered under the 1933 Act or if in the opinion of counsel for the
Company such Stock may be resold without registration. At the time of
the exercise of the Option or any installment thereof, the Optionee will
execute such further agreements as the Company may require to implement
the foregoing condition and to acknowledge the Optionee's familiarity
with restrictions on the sale of the Shares under applicable securities
laws.
(b) The Company will furnish upon request of the Optionee copies of
the Certificate of Incorporation of the Company, as amended, and By-Laws
of the Company and such publicly available financial and other
information concerning the Company and its business and prospects as may
be reasonably requested by the Optionee in connection with the exercise
of the Option.
(c) The Option shall not be transferable otherwise than by will or
by the laws of descent and distribution, and the Option shall be
exercisable during the lifetime of the Optionee by the Optionee only.
More particularly (but without limiting the generality of the
foregoing), the Option may not be assigned, transferred (except as
provided above), pledged or hypothecated in any way and shall not be
subject to execution, attachment or similar process, and any attempt to
do so shall be null and void and without effect.
(d) The Option may not be exercised while there is outstanding any
incentive stock option that was granted to the Optionee before the
granting of the Option and that permits the Optionee to purchase any
stock of the Company.
4. Exercise of Option. The Option shall be exercisable only by delivery
of a written notice by the Optionee in person or by United States Registered or
Certified Mail, Return Receipt Requested, to the Company at its principal
office. Payment for the Shares shall be tendered in full with the notice and
shall be made either (a) in cash, (b) by check, (c) if permitted by the Board of
Directors, by delivery and assignment to the Company of shares of Company Stock
having a fair market value on the date of exercise as determined by the Board of
Directors of the Company equal to the exercise price, or (d) by a combination of
(a), (b), and (c).
5. Stock Dividends: Stock Splits; Stock Combinations; Recapitalization.
The number, kind and Option Price of the shares covered by this Option shall be
automatically appropriately adjusted to give effect to any stock dividends,
stock splits, stock combinations, recapitalization and other similar changes in
the capital structure of the Company after the grant of the Option.
6. Merger; Sale of Assets; Dissolution. In the event of a merger or
similar reorganization as to which the Company is the surviving corporation; the
number, kind and Option price of the shares then subject to the Option may be
adjusted as determined by the Board of Directors. In order to permit the
Optionee acquiring shares upon exercise of an Option to participate, as a
shareholder of the Company, (a) in a merger in which the Company does not
survive, a sale of substantially all of the assets of the Company, or a sale of
at least a majority of the issued and outstanding capital Stock of the Company,
with or to any persons) or entity(ies) not controlling, controlled by or under
common control with the Company, or (b) in a liquidation of the Company, the
Company will use its best efforts to give advance notice of any such event to
Optionee.
7. Termination of Option. In the event that the Optionee ceases for any
reason to be an Employee of the Company at any time prior to exercise of the
Option in full, the Option shall terminate in accordance with the following
provisions:
(a) If the Optionee's Employment shall have been terminated because
of Optionee's disability within the meaning of Section 22(e)(3) of the
Code or Optionee's death, the Optionee, or his estate or personal
representative may at any time within a
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period of six months after such termination of employment, exercise the
Option to the extent that the Option was exercisable on the date of
termination of the Optionee's Employment; and
(b) If the Optionee's Employment shall have been terminated for any
reason other than such disability or death, the Optionee may at any time
within a period of three months after such termination of Employment
exercise the Option to the extent it was exercisable on the date of
termination of the Optionee's Employment; provided however, that the Option
may not be exercised to any extent by anyone after the date of expiration of
the Option as described in Paragraph 2.
8. Notice of Disposition of Shares. The Optionee hereby agrees to notify
the Company within seven (7) days if the Optionee disposes of any shares of
Common Stock acquired on the exercise of the Option within one year after the
exercise of the Option.
9. Rights as Shareholder. The Optionee shall have no rights as a
shareholder with respect to the shares subject to the Option until the exercise
of the Option and the issuance of a stock certificate. No certificates for
Shares which are not eligible for receipt pursuant to the provisions of
Paragraph 2 will be issued.
10. Miscellaneous. Nothing herein contained shall impose any obligation
on the Company or the Optionee with respect to the Optionee's continued
relationship with the Company or upon the Optionee to exercise the Option. The
Company makes no representation as to the tax treatment to the Optionee upon
receipt or exercise of the Option or sale or other disposition of the Shares
covered by the Option. The Company in its discretion may cause to be made, as a
condition precedent to the payment of any cash or stock, appropriate
arrangements for the withholding of any federal, state, local or foreign taxes.
11. Relationship to Plan. The Option has been granted pursuant to the
Plan, as amended and in effect on the date hereof, and is in all respects
subject to its terms, conditions and definitions. The Optionee hereby accepts
the Option subject to all of the terms and provisions of the Plan and agrees
that all decisions under and interpretations of the Plan by the Board of
Directors shall be final, binding and conclusive upon the Optionee, his heirs
and his legal representatives.
12. Governing Law. This Agreement shall be subject to and construed in
accordance with the laws of the State of Delaware.
13. Legends; Stop Transfer. The following legends shall appear on each
Certificate issued pursuant to this Agreement:
THE SHARE OR SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON TRANSFER CONTAINED IN THE STOCK OPTION AGREEMENT
PURSUANT TO WHICH THIS
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CERTIFICATE HAS BEEN ISSUED, A COPY OF WHICH IS ON FILE IN THE PRINCIPAL
OFFICE OF THE COMPANY AND WILL BE FURNISHED BY THE COMPANY UPON REQUEST
WITHOUT CHARGE. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND
MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION
OF COUNSEL ACCEPTABLE TO THE COMPANY `THAT SUCH TRANSFER WILL NOT
REQUIRE REGISTRATION UNDER SUCH ACT.
To ensure compliance with the terms of this Agreement, the Company may issue to
its Transfer Agent appropriate stop transfer instructions with respect to the
Shares purchased by the Optionee pursuant to this Option.
14. Certain Definitions. The following terms when used in this Option
have the following meanings, unless otherwise expressly indicated:
(a) "Board of Directors" means the Board of Directors of the Company
or a committee thereof which has been delegated authority to take action
for the Board with respect to this Option.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Common Stock" means the $.01 par value Common Stock of the
Company.
(d) "Employee" means a full-time employee of the Company as
determined under ss. 3401(c) of the Code and the regulations thereunder.
(e) "Employment" means the continued relationship of an Employee
with the Company, it being agreed that the cessation of services by such
Employee for a period of more than twelve (12) successive months shall
be deemed a termination of Employment for purposes of this Option.
(f) "1933 Act" means the Securities Act of 1933, as amended.
(g) "Plan" means the Company's 1996 Stock Option Plan, as amended
and in effect on the date hereof.
(h) "Shares" shall mean those shares of Company Common Stock that
are purchased by the Optionee pursuant to this Option.
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IN WITNESS WHEREOF, the Company and the Optionee have executed this
Agreement in duplicate as of the 25th day of June, 2002.
COMPANY:
FIRST SOUTHERN BANCSHARES, INC.
By: /s/ X. Xxxxx Xxxxxx
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Title: Chairman of the Board
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OPTIONEE:
/s/ Xxxxxxxx Xxxxx Xxxxxxxxx
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XXXXXXXX XXXXX XXXXXXXXX
