EXHIBIT 4.2
RESTRICTED STOCK GRANT AGREEMENT
THIS RESTRICTED STOCK GRANT AGREEMENT (this "Agreement"), dated as of
January 3, 2000, is by and between COLONY BANKCORP, INC., a Georgia Corporation
(the "Company"), and XXXXXX XXXXXX ("Grantee").
WHEREAS, the Board of Directors of the Company has determined that
Grantee is to be granted as compensation for his duties as an Executive Employee
of the Company, shares of the common stock, $1.00 par value, of the Company (the
"Common Stock") subject to the restrictions set forth in this Agreement.
NOW, THEREFORE, the Company and Grantee hereby agree as follows:
1. Grant of Shares. Grantee is granted one thousand (1,000) shares of
---------------
Common Stock (the "Shares") subject to his or her agreement to the terms herein
and the Colony Bankcorp, Inc. 1999 Restricted Stock Grant Plan dated February
16, 1999 (the "Plan"). Grantee, or his or her nominee, shall be the record
holder of the Shares and shall have all incidents of ownership therein except as
provided otherwise in this Agreement.
2. Restrictions on Shares.
----------------------
(a) During the period and under the conditions set forth in
Section 3 below, the Shares are subject to forfeiture. If an Event of Forfeiture
(as defined below) occurs, then the certificate representing the Shares subject
to such forfeiture shall be delivered to the Company, it shall be canceled, and
the Shares represented thereby shall no longer be recorded as outstanding shares
in the Company's stock records, but rather shall become authorized but unissued
shares of the Company. Grantee shall receive no consideration or compensation in
connection with forfeiture of any Shares. If any certificate representing Shares
canceled by the Company represents as well Shares not subject to forfeiture
hereunder, then the Company shall issue a replacement certificate to the record
holder of such Shares representing that number of shares not forfeited and
canceled.
(b) Each certificate representing Shares which are subject to
restriction under this Agreement shall carry the following legend:
"The shares of Colony Bankcorp, Inc. Common Stock evidenced by
this certificate are subject to the terms and restrictions of
the Colony Bankcorp, Inc. 1999 Restricted Stock Grant Plan;
such shares are subject to forfeiture or cancellation under the
terms of said Plan; and such shares shall not be sold,
transferred, assigned, pledged, encumbered or otherwise
alienated or hypothecated except pursuant to the provisions of
said Plan, a copy of which is available from Colony Bankcorp,
Inc. upon request."
At any time and from time to time when the restrictions hereunder lapse with
respect to a number of Shares, Grantee may submit the certificate representing
such Shares to the Company requesting the reissuance of one or more certificates
representing restricted Shares and Shares no longer subject to such
restrictions. Such replacement certificate for Shares no longer subject to
restrictions under this Agreement shall contain no legend regarding such
restrictions may contain such other legends required under federal or state
securities laws or otherwise deemed prudent by the Company.
(c) For so long as Shares are subject to restriction under this
Agreement, such Shares are not transferable by Grantee, and accordingly they may
not be sold, transferred by gift or otherwise, pledged, or hypothecated, nor
shall Grantee permit any lien or encumbrance be placed on such Shares.
3. Period of Restrictions and Triggering of Forfeiture.
---------------------------------------------------
(a) All Shares shall be subject to this Agreement for three years
from the Effective Date (defined below). After three years measured from the
Effective Date, the Shares shall no longer be subject to this Agreement, so that
after three years there will remain no Shares subject hereto. At such time as
there are no Shares subject to this Agreement, then this Agreement will
terminate, provided, however, that all Shares subject to this Agreement at the
time of occurrence of an Event of Forfeiture shall remain subject to this
Agreement, and this Agreement shall remain in effect until forfeiture of the
Shares has been properly documented and such Shares have been canceled in the
stock records of the Company.
(b) The effective date for the measurement of the period of
restriction with respect to the Shares shall be January 1, 2000 (the "Effective
Date").
(c) Forfeiture of Shares subject to this Agreement shall occur
("Event of Forfeiture"), except as provided in paragraph (d) or (e) below, at
any time Grantee shall have a Termination as defined in the Plan. For purposes
of this Agreement "Executive Employee" shall have the same meaning as in the
Plan.
(d) If an Event of Forfeiture would otherwise have occurred under
paragraph (c) as a result of Grantee's death, disability or retirement, then the
Company may, at its discretion, waive the restrictions with respect to any or
all of the Shares subject to this Agreement under any conditions it deems
appropriate, or permit full ownership rights to vest as scheduled over the three
year period notwithstanding Grantee's failure because of death, disability or
retirement to meet the requirements of paragraph (c) above over that period.
(e) Risk of forfeiture under Section 2 above shall terminate with
respect to all Shares upon the occurrence of any of the following: (1) any
merger, consolidation, reorganization, division or other corporate transaction
in which the Common Stock is converted into another security or into the right
to receive securities or property of the Company or of any other entity, other
than a transaction where the holders of all of the Company's securities before
the transaction own substantially all of the securities of the surviving entity
in the transaction (e.g., a merger to change domicile would not trigger
termination of rights); (2) the Company's sale of all or substantially all
of its assets, or liquidation of all or substantially all of its assets; or (3)
a change of control of the Company, which, for example, but not by way of
limitation, shall be deemed to have occurred (i) upon the accumulation by any
person of beneficial ownership of voting securities of the Company in excess of
ten percent (10%) of the then-outstanding voting securities, or (ii) by the
removal at one time by the vote of shareholders of one-half or more of the
members of the Company's Board of Directors.
4. Grantee Acknowledgments.
-----------------------
(a) Grantee acknowledges that the Shares are being granted as
compensation and as an incentive, and Grantee is not giving anything of value in
consideration of the grant. Grantee understands that he or she may be subject to
federal and state income tax as a result of the grant of the Shares. He or she
has or will seek advice from his or her own tax advisor with respect to the tax
effect of the grant; including the effect of and decision whether or not to
elect to be taxed currently under Section 83(b) of the Internal Revenue Code of
1986, as amended, in connection with the transferred property.
(b) Grantee further acknowledges that the Shares have not been sold
to Grantee pursuant to registration under the Securities Act of 1933, as amended
(the "Securities Act"), or under any applicable state securities laws, and that
the further sale, transfer, pledge or other disposition of the Shares by Grantee
must comply with the Securities Act and applicable state securities laws.
5. Certificates to be Held in Trust; Voting Dividends.
--------------------------------------------------
(a) At the option of the Company to facilitate effecting the
forfeiture of Shares Grantee shall deliver to and deposit with the Company the
share certificate or certificates representing the Shares, together with stock
transfer powers duly endorsed in blank.
(b) Except as otherwise expressly provided in this Agreement,
Grantee shall have all the rights of a shareholder with respect to the Shares
while they are held in trust under this Agreement, including the right to vote
the Shares and to receive any cash dividends declared thereon. If there occurs
any stock dividend, stock split or similar distribution or exchange with respect
to the Shares, any new, substituted or additional securities to which Grantee
thereby becomes entitled by reason of his or her ownership of the Shares shall
be deposited with the Agent and treated thereafter as part of the "Shares" for
purposes of this Agreement.
6. Not an Agreement of Employment. Grantee is not hereby offered
------------------------------
employment by the Company or with any subsidiary of the Company as an officer or
otherwise, nor promised continued employment under any terms and for any period,
and nothing in this Agreement may be construed to the contrary. Likewise,
Grantee is not hereby offered a nomination or appointment as a director of the
Company or of any subsidiary of the Company or any right thereto for any period.
7. Notices. Any notice or other communication required or permitted to
-------
be given hereunder shall be in writing and shall be deemed to have been given
when delivered by personal delivery, by facsimile transmission or by mail, to
the following address:
To Grantee: Xxxxxx Xxxxxx
000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
###-##-####
To the Company: Colony Bankcorp, Inc.
P. O. Xxx 0000
Xxxxxxxxxx, XX 00000
or to such other address or facsimile number as the parties hereto shall have
last designated by notice to the other party. Any notice given by personal
delivery or mail shall be deemed to have been delivered on the date of receipt
of such delivery at such address; and any notice given by facsimile transmission
shall be deemed to have been delivered on the date of transmission if received
during business hours on a business day, or the next business day after
transmission if received after business hours on a business day or at any time
on a non-business day.
8. Failure to Enforce Not a Waiver. The failure of the Company or
-------------------------------
Grantee to enforce at any time any provision of this Agreement shall in no way
be construed to be a waiver of such provisions or of any other provision hereof.
9. Entire Agreement; Amendments. This document sets forth the entire
----------------------------
agreement between the parties with respect to the subject matter hereof, and it
supersedes any prior discussions or written documents addressing such subject
matter. This Agreement may be amended or modified only by an instrument in
writing signed by Grantee and an authorized representative of the Company.
10. Governing Law. This Agreement has been entered into, and shall be
-------------
governed by and construed according to the laws of, the State of Georgia,
without regard to the conflicts of law rules thereof.
11. Successors and Assigns. This Agreement shall inure to the benefit
----------------------
of, and be binding on, the successors and assigns of the Company, and such
persons as may be permitted to succeed to the rights of Grantee hereunder with
respect to the Shares.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
COLONY BANKCORP, INC.
BY: /s/ Xxxxx X. Xxxxx
--------------------------------------------
Xxxxx X. Xxxxx, President
Grantor
/s/ Xxxxxx Xxxxxx
-----------------------------------------------
Xxxxxx Xxxxxx
Grantee
