EXHIBIT 10.1
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE CIVITAS BANKGROUP, INCORPORATED
1998 STOCK OPTION PLAN
THIS STOCK OPTION AGREEMENT is made and entered into effective as of
the ____ day of ________ 200_, by and between CIVITAS BANKGROUP, INCORPORATED,
a Tennessee corporation (the "Company"), and _________ ("the Optionee").
Capitalized terms not otherwise defined herein shall have the meaning ascribed
to such terms in the Civitas BankGroup, Incorporated 1998 Stock Option Plan.
WHEREAS, the Company has adopted the Civitas BankGroup, Incorporated
1998 Stock Option Plan (the "Plan"), pursuant to which the Company is authorized
to grant directors, officers and key employees of the Company and its
subsidiaries and affiliates options to purchase shares of the Company's Common
Stock, par value $0.50 per share (the "Common Stock").
WHEREAS, the Company desires to afford the Optionee an opportunity to
purchase Common Stock as hereinafter provided in accordance with the provisions
of the Plan.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
1. GRANT OF OPTION. The Company hereby grants to Optionee the option
(the "Option"), exercisable in whole or in part, to purchase _____ shares of the
Company's Common Stock, for an exercise price of ____ per share.
2. OPTION PLAN. This Option is granted under the Plan and is subject to
the terms and conditions set forth in the Plan. In the event any of the
provisions hereof conflict with or are inconsistent with the provisions of the
Plan, the provisions of the Plan shall be controlling.
3. TIMING OF EXERCISE. Optionee may exercise the Option with respect to
the percentage and number of shares set forth below from and after the dates
specified below:
CUMULATIVE
PERCENTAGE VESTED DATE OF VESTING CUMULATIVE OPTIONS EXERCISABLE
----------------- --------------- ------------------------------
Vested options may be exercised or accumulated in whole or in part until the
expiration date of _______________.
1
4. MANNER OF EXERCISE. This Option shall be exercised by the Optionee
(or other party entitled to exercise the Option under Section 5 of this
Agreement) by delivering written notice to the Company stating the number of
shares of Common Stock to be purchased, the person or persons in whose name the
shares are to be registered and each such person's address and social security
number. Such notice shall not be effective unless accompanied by the full
purchase price for all shares so purchased. The purchase price shall be payable
by check, note, shares of common stock already owned the Optionee and held for
at least six months, or such other instrument as the Committee shall accept and
shall be accompanied by an executed Subscription Agreement in such form as
determined by the Committee. In the event of payment by shares of the Common
Stock, the shares used in payment of the purchase price shall be considered
payment to the extent of their fair market value on the date of exercise of this
Option. At the time of payment of the purchase price and prior to delivery of
any certificate for such shares delivered in connection with this Option,
Optionee shall pay to the Company in cash an amount sufficient to satisfy any
federal, state and local withholding or other tax requirements.
5. NONTRANSFERABILITY OF OPTION. This Option shall not be transferable
by the Optionee without the prior written consent of the Board otherwise than by
(i) transfers by the Optionee to a member of his or her Immediate Family or to a
trust for the benefit of the Optionee or a member of his or her Immediate
Family; or (ii) transfers by will or by the laws of descent and distribution.
The terms of this Option shall be binding on the executors, administrators,
heirs and successors of the Optionee.
6. TERMINATION OF EMPLOYMENT.
(A) TERMINATION BY DEATH. If the Optionee's employment by the
Company Subsidiary terminates by reason of death, this Option
may thereafter be exercised, to the extent to which it was
then exercisable at the time of death, by the legal
representative of the estate or by the legatee of the Optionee
under the will of the Optionee, for a period of one year from
the date of death or until the expiration of the stated term
of the Option, whichever period is the shorter.
(B) TERMINATION BY REASON OF DISABILITY. If the Optionee's
employment by the Company or any Subsidiary terminates by
reason of Disability, this Option may thereafter be exercised,
to the extent to which it was then exercisable at the time of
Disability, by the Optionee expiration of the stated term of
the Option, whichever period is the shorter; provided,
however, that if the Optionee dies within such period, any
unexercised portion of the Option shall thereafter be
exercisable to the extent to which it was exercisable at the
time of death for a period of one year from the date of such
death or until the expiration of the stated term of the
Option, whichever period is shorter.
2
(C) TERMINATION BY RETIREMENT. If Optionee's employment by the
Company or any Subsidiary terminates by reason of Normal or
Early Retirement, this Option may thereafter be exercised by
the Optionee, to the extent to which it was then exercisable
at the time of such Normal or Early Retirement, for a period
of three years from the date of such termination of employment
or until the expiration of the stated term of the Option
whichever period is the shorter; provided, however, that if
the Optionee dies within such period, any unexercised portion
of the Option shall thereafter be exercisable to the extent to
which it was exercisable at the time of death for a period of
one year from the date of such death or until the expiration
of the stated term of the Option, whichever period is shorter.
(D) TERMINATION FOR CAUSE. If the Optionee's employment by the
Company or any Subsidiary is terminated for Cause, this Option
shall terminate immediately and become void and of no effect.
E) OTHER TERMINATION. If the Optionee's employment by the Company
or any Subsidiary is involuntarily terminated for any reason
other than death, Disability or Normal or Early Retirement or
voluntarily terminated, other than for Disability or Normal or
Early Retirement, this Option may be exercised, to the extent
this Option was then exercisable, by the Optionee for a period
of three months from the date of such termination of
employment or the expiration of the stated term of the Option,
whichever period is the shorter.
7. RESTRICTIONS ON PURCHASE AND SALES OF SHARES. The Company shall be
obligated to sell or issue shares pursuant to the exercise of this Option only
in the event that the shares are at that time effectively registered or
otherwise exempt from registration under the Securities Act of 1933, as amended
(the "1933 Act"). In the event that the shares are not registered under the 1933
Act, the optionee hereby agrees that, as a further condition to the exercise of
this Option, the Optionee (or his successor under Section 5 hereof), if the
Company so requests, will execute an agreement in form satisfactory to the
Company in which the Optionee represents that he or she is purchasing the shares
for investment purposes, and not with a view to resale or distribution. The
Optionee further agrees that if the shares of Common Stock to be issued upon the
exercise of this Option are not subject to an effective registration statement
filed with the Securities and Exchange Commission pursuant to the requirements
of the 1933 Act, such shares shall bear an appropriate restrictive legend.
8. ADJUSTMENT. In the event of any merger, reorganization,
consolidation, recapitalization, extraordinary cash dividend, stock dividend,
stock split, or other change in capitalization or corporate structure affecting
the Common Stock, the number of shares of Common Stock of the Company subject to
this Option and the exercise price per share of such shares shall be adjusted
appropriately by the Committee.
3
9. NO RIGHTS UNTIL EXERCISE. The Optionee shall have no rights
hereunder as a shareholder with respect to any shares subject to this Option
until the date of the issuance of a stock certificate to him or her for such
shares upon due exercise of this Option. Nothing contained herein shall create
an obligation on the part of the Company to repurchase any shares of Common
Stock purchased hereunder.
10. AMENDMENT. The Board may amend the terms of this Option,
prospectively or retroactively, but, subject to Section 9 above, no such
amendment shall affect the rights of the Optionee hereunder without the
Optionee's consent.
11. NOTICES. All notices required to be given under this Option shall
be deemed to be received if delivered or mailed as provided for herein, to the
parties at the following addresses, or to such other address as either party may
provide in writing from time to time.
TO THE COMPANY:
Civitas BankGroup, Incorporated
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
TO THE OPTIONEE:
----------------------------------
----------------------------------
----------------------------------
----------------------------------
(List Name and Address of Optionee Above)
(Next Page is Signature Page)
4
IN WITNESS WHEREOF, the parties have caused this Stock Option Agreement
to be duly executed as of the day and year set forth below.
CIVITAS BANKGROUP, INCORPORATED
BY:______________________________________
TITLE:___________________________________
OPTIONEE:
(OPTIONEE)_______________________________
DATE:____________________________________
5
