Exhibit 4.14
SBT BANKSHARES, INC.
FIRST AMENDMENT
TO
NON-QUALIFIED STOCK OPTION AGREEMENT
This First Amendment to the Non-Qualified Stock Option Agreement (First
Amendment"), effective the 24th day of January, 1997, between SBT Bankshares,
Inc., a Colorado corporation (hereinafter called "the Corporation") and Xxxx X.
Xxxxxxx, Xxxxx X. Xxxxxxx, Xxxx Xxxxxx, Xxxxxxx X. Xxxxx, and Xxxxxx X. Xxxxxxx
(hereinafter individually called the "Grantee" or collectively "Grantees").
WITNESSETH
WHEREAS, the Corporation entered into the Non-Qualified Stock Option
Agreement ("Agreement") with the Grantees on April 17, 1995;
WHEREAS, the Corporation and Grantees desire to amend the Agreement to
allow the Corporation to buy back the Options of the Grantees on the terms and
conditions set forth herein;
WHEREAS the terms utilized herein arc the terms defined in the
Agreement unless otherwise noted.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties agree as
follows:
1. Repurchase of Options. Section 6 of the Agreement is hereby amended
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by the addition of a new subsection (g) as follows
(g) Repurchase of Options. The Corporation, on its own
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election, or at the request of a Grantee, may repurchase any
Option to which a Grantee is vested ("Repurchase") and which
Option has not been exercised pursuant to Section 8 of the
Agreement. The Notice of the Repurchase ("Notice") shall be
given to the other party pursuant to Section 8 of the
Agreement. Partial Repurchase of Options is not permitted by
this First Amendment. The Repurchase shall be accomplished
within sixty (60) days of the date of the Notice. The price
for the Repurchase ("Repurchase Price") shall be as
negotiated between the Company and the Grantee. The
Repurchase Price shall be paid in cash or other immediately
available funds. The Repurchase of any Option shall operate
as are lease by the Grantee of any of his rights under the
Agreement and shall operate as a termination of the
Agreement so that the Grantee has no future rights under the
Agreement.
2. Repurchased Options. Section 6 of the Agreement is hereby amended by
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the addition of anew subsection (h) as follows:
(h) Repurchased Options. Any options repurchased pursuant to
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Section 6 (g) shall be preserved for future issuance in
accordance with Section 6(f) and shall not be retired on the
books of the Corporation.
3. Director Approval. The First Amendment is subject to approval and
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modification by a majority of the Corporations board of directors ("Directors")
at a regular meeting of the Directors or a special meeting of the Directors
called for the approval of the First Amendment.
4. Ratification. The terms of this First Amendment shall control to the
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went it conflicts with the Agreement. All other terms of the Agreement not
hereby amended are ratified and affirmed.
5. Counterparts. This Agreement may be executed in any number of
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counterparts by signing any number of counterparts of execution pages hereof
with the same effect as if all parties to this Agreement had all signed the same
document. All executed counterparts shall be construed together, and shall,
together with the text of this Agreement, constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate, at Colorado Springs,Colorado, effective the day and year first above
written notwithstanding the actual date of signing.
"The Corporation"
SBT BANKSHARES, INC.
By: /s/Xxxxx X. Xxxxxxx, Secretary By: /s/Xxxx X. Xxxxxxx, President
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Xxxxx X. Xxxxxxx, Secretary Xxxx X. Xxxxxxx, President
"Grantee"
Xxxx X. Xxxxxxx
Street Address
City and State
"Grantee"
Xxxxx X. Xxxxxxx
Street Address
City and State
"Grantee"
Xxxx Xxxxxx
Street Address
City and State
"Grantee"
Xxxxxxx X. Xxxxxx
Street Address
City and State
"Grantee"
Xxxxxx X. Xxxxxxx
Street Address
City and State
