EXHIBIT 4.2
Form of First Sterling Banks, Inc.1996 Substitute Incentive Stock Option Plan
Incentive Stock Option Agreement for options granted
by Eastside Holding Corporation prior to
February 21, 1996
FIRST XXXXXXXX XXXXX, INC.
1996 SUBSTITUTE INCENTIVE STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
WITH
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THIS INCENTIVE STOCK OPTION AGREEMENT (the "Option Agreement") is made
and entered into effective as of the 7th day of October, 1996, by and between
FIRST STERLING BANKS, INC. (the "Company") and ________________________, a
resident of the State of Georgia (the "Grantee") and an employee of The
Eastside Bank & Trust Company (the "Bank") a wholly-owned subsidiary of the
Company. This Option Agreement is entered into by the Company and the
Grantee pursuant to the First Sterling Banks, Inc. 1996 Substitute Incentive
Stock Option Plan (the "Plan"). The Plan is incorporated herein by reference
and made a part of this Option Agreement. This Option Agreement is in
replacement of a similar Option Agreement between the Grantee and Eastside
Holding Corporation dated September 21, 1995 which is hereby terminated and
cancelled.
1. STOCK OPTION.
The Company hereby grants to Grantee 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 effective date of this Option
Agreement and shall terminate on February 16, 2003, unless sooner terminated
in whole or in part as follows:
(a) The Option shall be fully terminated immediately upon the
termination of employment of the Grantee by the Bank and the Company,
excluding termination by reason of death, retirement or disability.
(b) The Option shall be fully terminated in the event the Grantee fails
to exercise the Option in accordance with Section 2 hereof within ninety (90)
days after the date of the termination of Xxxxxxx's employment with the Bank
and the Company due to death, retirement or disability. During such 90-day
period all unexercised options may be exercised by the Grantee or his legal
representative in the event of death or mental disability.
2. EXERCISE OF OPTION.
The Option may be exercised in lots of not less than one hundred (100)
Shares each unless the exercise for a lesser number of Shares would exhaust
the number of Shares available for purchase at the time of exercise. In
addition, the Option may be exercised only during a period (the "Exercise
Period") commencing on the effective date of this Option Agreement and ending
on the date that the Option is terminated under paragraph 1 above.
The Option shall be exercised by written notice directed to the Secretary
of the Company at 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxx 00000. Such
written notice shall be accompanied by payment in full in cash or by check of
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 $________ per Share.
4. NONTRANSFERABILITY.
The Option is not transferable except by will or by the laws of descent
and distribution.
5. LIMITATION OF RIGHTS.
The Grantee or the personal representative of the Grantee shall have no
rights as a stockholder with respect to the Shares covered by the Option
until the Grantee or the personal representative of the Grantee shall become
the holder of record of such Shares. Neither the Plan, the granting of the
Option, nor this Option Agreement shall impose any obligation on the Bank or
the Company or any subsidiary thereof to continue the employment of the
Grantee.
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. GRANTEE'S COVENANT.
The Grantee hereby agrees to use his best efforts to provide services to
the Bank or Company in a workmanlike manner and to promote the Bank's or
Company's interests.
8. 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
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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.
9. RESTRICTIONS ON ISSUANCE OF SHARES.
If at any time the Board of Directors of the Company 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 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 of
Directors of the Company.
10. 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.
11. SUCCESSORS.
This Agreement shall be binding upon any successor of the Company in
accordance with the terms of this Option Agreement and the Plan.
12. INTERPRETATION.
It is the intent of the parties hereto that the Option qualify for
incentive stock option treatment pursuant to, and to the extent permitted by,
Section 422 of the Internal Revenue Code of 1986. All provisions hereof are
intended to have, and shall be construed to have, such meanings as are set
forth in applicable provisions of the Code and Treasury Regulations to allow
the Option to so qualify.
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IN WITNESS WHEREOF, the Company, acting by and through its duly
authorized officers, has caused this Option Agreement to be executed and the
Grantee has executed this Option Agreement, all as of the day and year first
above written.
FIRST STERLING BANKS, INC.:
By:
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Xxxxxx X. Xxxxxxxx, President
GRANTEE:
By:
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Name:
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