Exhibit 10
STATE OF SOUTH CAROLINA )
) NONQUALIFIED STOCK OPTION
COUNTY OF ORANGEBURG ) AGREEMENT
This Agreement dated as of the ____ day of ____________, ____ (the
"grant date") by Community Bankshares, Inc. (the "Corporation"), the holding
company of Orangeburg National Bank (the "Bank") with its principal office in
Orangeburg, South Carolina and ______________ ("optionee");
WITNESSETH:
WHEREAS, the optionee is a key employee of the Bank and/or the
Corporation; and
WHEREAS, in order to encourage the optionee to remain an employee of
the Bank and/or the Corporation, the Corporation has authorized the granting of
options for the purchase of shares of the Corporation to provide such optionee
with a means to acquire or increase his or her proprietary interest in the
Corporation;
NOW, THEREFORE in consideration of the premises and of the covenants
and agreements herein set forth, the parties hereby mutually covenant and agree
as follows:
1. Subject to the terms and conditions of this agreement, the
Corporation grants to the optionee the option to purchase from the Corporation
___ shares of the Corporation's common stock (hereinafter such shares of stock
are referred to as the "optioned shares" and the option to purchase the optioned
shares is referred to as the "option").
2. The price to be paid for the optioned shares shall be $________ per
share.
3. Subject to the terms and conditions of this Agreement, the option
may be exercised by the optionee while in the employ of the Corporation but only
during the period beginning on the date of this Agreement and ending _________,
________ .
4. The option may be exercised only by written notice, delivered or
mailed by postpaid registered or certified mail, addressed to the Secretary of
the Corporation at his office in Orangeburg, South Carolina. Such notice shall
be accompanied by payment of the entire option price of the optioned shares
being purchased in cash or its equivalent.
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Upon receipt of the payment of the entire purchase price of the
optioned shares so purchased, certificates for such optioned shares shall be
issued to the optionee with such restrictions noted thereon as may be required
by law or otherwise appropriate. The optioned shares so purchased shall be fully
paid and non assessable.
5. (a) If the optionee ceases to be an employee of the Corporation or
the Bank for any reason other than death or disability, then the option shall
terminate three months after the date the optionee's employment ends.
(b) If the optionee ceases to be an employee of the Corporation or
the Bank by reason of death or disability within the meaning of Section 105(d)
(4) of the Internal Revenue Code of 1986, as amended, the option may be
exercised, to the extent otherwise exercisable at the date of optionee's death
or disability, within twelve months after the date of death or disability and
not thereafter.
6. The optionee shall not be deemed for any purposes to be a
stockholder of the Corporation with respect to any shares which may be acquired
hereunder except to the extent that the option shall have been exercised with
respect thereto and a stock certificate issued therefor.
7. The option herein granted shall not be transferable by the optionee
otherwise than by will or by the laws of descent and distribution, and may be
exercised during the life of the optionee only by the optionee.
8. The optionee agrees for himself and his heirs, legatees, and legal
representatives, with respect to all shares of stock acquired pursuant to the
terms and conditions of this Agreement (or any shares of stock issued pursuant
to a stock dividend or stock split thereon or any securities issued in lieu
thereof or in substitution or exchange therefor) that he and his heirs,
legatees, and legal representatives will not sell or otherwise dispose of such
shares except pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "Act"), or except in a transaction
which, in the opinion of counsel for the Corporation is exempt from registration
under the Act.
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9. The existence of the option herein granted shall not affect in any
way the right or power of the Corporation or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations, or other
changes in the Corporation's capital structure or its business, or any merger or
consolidation of the Corporation, or any issuance of bonds, debentures,
preferred, or prior preference stock ahead of or affecting the stock or the
rights thereof, or dissolution or liquidation of the Corporation, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.
10. As a condition of the granting of the option, the optionee agrees
for himself and his legal representatives, that any dispute or disagreement
which may arise under or as a result of or pursuant to this Agreement shall be
determined by the Board of Directors in its sole discretion, and any
interpretation by the Board of Directors of the terms of this Agreement shall be
final, binding and conclusive.
IN WITNESS WHEREOF, the Corporation has caused this instrument to be
executed by its duly authorized officers and its corporation seal hereunto
affixed, and the optionee has hereunto affixed his hands and seal as of the day
and year first above written.
COMMUNITY BANKSHARES, INC.
OPTIONEE:
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