EXHIBIT 10.1
NOTICE: THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT
TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT
STOCK WARRANT AGREEMENT
This Stock Warrant Agreement is entered into as of this ____ day of
________, 2002, by and between _________________, ("Holder") and Carolina
National Corporation (the "Company").
1. For and in consideration of (a) the Holder's time, expertise and
efforts in organizing the Company and its subsidiary national bank (the "Bank"),
(b) the Holder's purchase of and subscription to purchase Company common stock
to fund the organizational expenses of the Company and the Bank and provide
capital for the Bank, and (c) the Holder's agreement to remain involved in the
Bank by service on its board of directors or advisory board or through
reasonable efforts to refer business to the Bank and otherwise support the Bank
and contribute to its success during its initial years the Company hereby grants
to Holder Warrants to purchase _____ shares of the common stock of the Company,
subject to the terms and conditions hereof.
2. In the event of exercise of the Warrants, unless the shares have
been registered under the Securities Act of 1933, as amended, the Holder
represents and warrants to the Company that the shares purchased pursuant to
Warrants will be acquired for investment and not with a view to distribution
thereof and the Holder acknowledges that the shares received will bear an
appropriate restrictive legend.
3. The exercise price of the Warrants granted hereby shall be $10.00
per share.
4. The vested Warrants granted hereby may be exercised at any time
prior to their cancellation or expiration by the tender of the exercise price in
cash for the shares to be purchased to the Chief Financial Officer of the
Company.
5. If the Bank's capital falls below the minimum requirements contained
in 12 C.F.R. 3 or below a higher requirement as determined by the Office of the
Comptroller of the Currency (the "OCC") the OCC may direct the Bank to require
warrant holders to exercise or forfeit their warrants. The Bank will notify
warrant holders within 45 days from the date the OCC notifies the Bank in
writing that warrant holders must exercise or forfeit their warrants. The Bank
will cancel warrants not exercised within 21 days of the Bank's notification.
The Bank has agreed to comply with any OCC request that the Bank invoke its
right to require warrant holders to exercise or forfeit their warrants under the
previous circumstances.
6. (a) One-third of the Warrants granted hereby shall vest on each of
the first three anniversaries of this Stock Warrant Agreement. In the event of
the death or permanent disability of the Holder, all of the warrants shall
immediately become vested.
(b) All rights to purchase granted by this Stock Warrant Agreement
which have not previously expired, been cancelled or been exercised shall expire
on the earlier of (i) 90 days after the termination of the Holder's position as
a director or active officer of the Bank (365 days if such termination is caused
by the death or permanent disability of the Holder) or (ii) the tenth
anniversary of the date first above written.
7. Nothing in this Stock Warrant Agreement shall give the Holder any
rights of a shareholder of the Company prior to the exercise of the Warrants
granted hereby and the issuance of the stock purchased thereunder.
8. The Warrants are not transferable except as provided in this
paragraph. Upon the disability of the Holder the Warrants may be exercised by
the Holder's legal guardian. Upon the death of the Holder the Warrants may be
exercised by the Holder's personal representative or transferred by devise or
distribution. No transfer shall be valid unless it is acknowledged in writing by
the Company.
9. The Warrants granted hereby shall be treated as a number of Warrants
to purchase one share of the common stock of the Company for the exercise price.
Warrants which are exercisable may be exercised in any combination designated by
the Holder. Notwithstanding any other provision hereof, no Warrant may be
exercised for a fractional share.
10. If the outstanding shares of common stock of the Company then
subject to this Agreement are increased or decreased, or are changed into or
exchanged for a different number or kind of shares or securities, as a result of
one or more reorganizations, recapitalizations, stock splits, reverse stock
splits, stock dividends or the like, appropriate adjustments shall be made in
the number and/or kind of shares or securities for which Warrants may thereafter
be exercised. Any such adjustment in outstanding Warrants shall be made without
changing the aggregate exercise price applicable to the unexercised portions of
such Warrants. Any such adjustment made by the Company shall be binding.
11. Any dispute arising under this Stock Warrant Agreement shall be
settled by binding arbitration conducted pursuant to the rules of the American
Arbitration Association then in effect held in Columbia, South Carolina.
In witness whereof, the parties have caused this Stock Warrant
Agreement to be executed and delivered as of the date first above written.
CAROLINA NATIONAL CORPORATION
By:
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HOLDER
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[Name]
