Exhibit 10.2
CALL OPTION AGREEMENT
This CALL OPTION AGREEMENT (the "Agreement") is made and entered into as of
the ____ day of _____________, 200__ by and among Appalachian Bancshares, Inc.,
a corporation organized and existing under the laws of the State of Georgia (the
"Company"), with its principal office located in Ellijay, Georgia, and
_______________________________ ("Holder").
RECITALS:
WHEREAS, the Company desires to sell, and Holder desires to purchase,
shares of common stock of the Company, in a private placement of said shares
which is exempt from registration under applicable federal and state securities
laws (the "Shares"); and
WHEREAS, it is the intention of the parties hereto that the Company,
subject to its compliance with applicable laws and regulations (including the
regulations of the Board of Governors of the Federal Reserve System and the
Georgia Department of Banking and Finance), shall retain the right to repurchase
the Shares in the future;
NOW, THEREFORE, for and in consideration of the promises and the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto covenant and agree as follows:
1. The Company's Right to Require Holder to Transfer all Shares to the Company
for Cash. From and after the date hereof, and subject to the requirements
of applicable law and regulations, including the regulations of the Board
of Governors of the Federal Reserve System and the Georgia Department of
Banking and Finance (including any notice requirements related thereto),
the Company shall have the right, but not the obligation, to require Holder
to sell any and all Shares held by Holder to the Company for cash
consideration, at a price, per share, equal to the Current Value (as
defined below). The Company may exercise this call option by giving written
notice of such exercise to Holder, not less than thirty (30) days nor more
than sixty (60) days, prior to the date on which the Company desires to
conclude the purchase. Such notice shall specify the closing date of this
purchase and sale.
2. Current Value. The Current Value of the Shares shall be determined by
mutual agreement of the Company and Holder; provided, however, in the event
that such parties cannot agree upon a Current Value for the Stock within
thirty (30) days following delivery of written notice from the Company that
it intends to exercise its option, then, upon the written request of either
such party, the Current Value shall be determined by an independent
appraiser to be mutually selected by such parties. If, within ten (10) days
after the delivery of such written request, the parties to such purchase
and sale have not agreed on a single appraiser, then a nationally known
firm of independent certified public accountants, with no prior affiliation
with the Company or Holder, selected by the Company, shall determine the
Current Value, and such accountants' determination shall be final and
binding upon the parties. The parties to such purchase and sale shall each
bear fifty percent 50% of the cost of such appraisal. The appraisal shall
value the Company as a whole, on a going concern basis, including goodwill.
Notwithstanding any provision of this Agreement to the contrary, the
Current Value of the Shares, whether determined by mutual agreement of the
parties or by an independent appraiser, shall not be less than an amount equal
to the purchase price paid by Holder for the Shares, plus an amount equal to 5
percent (5%) per annum of such purchase price, computed to, and including, the
date of closing of the purchase and sale of the Shares as contemplated hereby.
If the Current Value shall be determined to be greater than the purchase price
paid by Holder for the Shares, plus an amount equal to 5 percent (5%) per annum
of such purchase price, then the Current Value shall be such greater amount.
3. Notices. All notices and other communications hereunder shall be in writing
and shall be deemed to have been given upon the first to occur of the
following: (i) when personally delivered; (ii) three (3) business days
after mailing, postage prepaid, by certified mail; or (iii) when delivered
(as evidenced by a receipt) by a nationally recognized overnight delivery
service, addressed in each case as follows:
If to the Company, to:
Appalachian Bancshares, Inc.
Attn: Xxxxx X. Xxxxxx, President & CEO
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxx 00000
If to Holder, to:
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with a copy in like manner to:
Xxxxx, Xxxxxxxx & Xxxxxxx, LLP
Attn: W. Xxxxxx Xxxx
Suite 3100, Promenade II
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000
Each party may change its address for purposes of notices and communications,
and/or copies thereof, by written notice to the other parties in conformity with
the foregoing.
4. Term of Agreement. This Agreement, and all rights and obligations created
hereunder, with respect to all parties hereto, shall expire at the end of
the ___ day of ______________, 2004 (the second anniversary of the date
first above written).
5. Enforcement of Agreement. The parties hereto agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were
not performed in accordance with their specific terms, or were otherwise
breached. Accordingly, it is agreed that the parties shall be entitled to
an injunction or
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injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereof in any court of the United
States or any state having jurisdiction, this being in addition to any
other remedy to which they are entitled at law or in equity.
6. Governing Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of Georgia.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, under
seal, as of the ___ day of ______________, 200__.
APPALACHIAN BANCSHARES, INC.
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By:
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Title:
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[CORPORATE SEAL]
Attest:
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By:
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Title:
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HOLDER
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Name:
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