Exhibit 10.9
Employee Stock Option Agreement between J. Xxxxxx Xxxxxx, Xx. and Chestatee
Bancshares and Chestatee State Bank
THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE LAW, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN
OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED.
CHESTATEE BANCSHARES, INC.
2000 EMPLOYEE STOCK OPTION PLAN
STOCK OPTION AGREEMENT
THIS EMPLOYEE STOCK OPTION AGREEMENT (the "Agreement"), made as of this
17th day of September, 2001 (the "Grant Date"), by and between CHESTATEE
BANCSHARES, INC. (the "Company") and J. XXXXXX XXXXXX (the "Employee" or
"Optionee"). Capitalized terms not expressly defined in Section 13 hereinafter
shall have the meaning set forth in the 2000 Employee Stock Option Plan.
W I T N E S S E T H:
WHEREAS, in recognition of services performed and as an incentive in
connection with the performance of future services as an employee of the
Company, the Employee has been granted options to purchase shares of Company
common stock, no par value per share (the "Stock"); and
WHEREAS, the Company and Employee wish to confirm the terms and
conditions of those options.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto intending to be legally
bound agree as follows:
1. Grant Of Option.
1.1 Option. On the terms and conditions set forth in this Agreement,
the Company grants to the Optionee on the Grant Date an Option to purchase
Forty-Two Thousand (42,000) Shares at the Exercise Price of $8.00 per
share, which Exercise Price is agreed to be at least 100% of the Average
Market Price per Share on the Grant Date (110% of Average Market Price if
Section 3.2 of the Plan applies). This Option is a Nonstatutory Option.
1.2 Stock Plan and Defined Terms. This Option is granted pursuant to
the Plan, a copy of which the Optionee acknowledges having received. The
provisions of the Plan are incorporated into this Agreement by this
reference.
1.3 Coordination with Employment Agreement. The parties acknowledge
that Optionee and the Company have entered into an Amended and Restated
Employment Agreement dated September 17, 2001 (the "Employment Agreement").
Pursuant to the Employment Agreement prior to amendment Employee was
granted options to acquire 8,000 shares of Company common stock effective
December 31, 1999, and another 8,000 shares of Company common stock
effective December 31, 2000 (the number of shares reflecting the stock
split which occurred in 2000) (the "Prior Options"). Nothing herein shall
affect the Prior Options and they shall continue to be controlled by the
Employment Agreement; provided, however, that the Employee's right to any
additional options pursuant to the Employment Agreement is terminated by
the creation of this Agreement, including the right to receive the options
that were not earned in 1999 and 2000 pursuant to the Employment Agreement
that were subject to being earned at a later time.
2. Right To Exercise.
Unless otherwise provided herein, 14,000 of the Option Shares shall become
exercisable on December 31, 2001, an additional 14,000 of the Option Shares
(28,000 in the aggregate) shall become exercisable on December 31, 2002, and all
of the Option Shares will become exercisable on December 31, 2003.
Notwithstanding the foregoing, this Option shall become exercisable in full if
the Company is subject to a Change in Control before the Optionee's Service
terminates, or within three months following termination if termination is
without Cause as defined in the Optionee's employment agreement.
3. No Transfer Or Assignment Of Option.
Except as otherwise provided in this Agreement, this Option and the rights
and privileges conferred hereby shall not be sold, pledged or otherwise
transferred (whether by operation of law or otherwise) and shall not be subject
to sale under execution, attachment, levy or similar process.
4. Exercise Procedures.
4.1 Notice of Exercise. The Optionee (or the Optionee's
representative) may exercise this Option by giving written notice to the
Company in the form set forth in the Notice of Exercise and Agreement
Concerning Shares at Exhibit "A" attached hereto and made a part hereof. In
the event that this Option is being exercised by the representative of the
Optionee, the notice shall be accompanied by proof (satisfactory to the
Company) of the representative's right to exercise this Option. The
Optionee (or the Optionee's representative) shall deliver to the Company,
at the time of giving the notice, payment in a form permissible under
Section 5 for the full amount of the Purchase Price and any other payment
as required under this Agreement.
4.2 Issuance of Shares. After receiving a proper notice of exercise,
the Company shall cause to be issued a certificate for the Option Shares as
to which this Option has been exercised, registered in the name of the
person exercising this Option (or in the names of such person and his or
her spouse as community property or as joint tenants with right of
survivorship). The Company shall cause such certificate to be deposited in
escrow or delivered to or upon the order of the person exercising this
Option.
4.3 Withholding Taxes. In the event that the Company determines that
it is required to withhold any tax as a result of the exercise of this
Option, the Optionee, as a condition to the exercise of this Option, shall
make arrangements satisfactory to the Company to enable it to satisfy all
withholding requirements. The Optionee shall also make arrangements
satisfactory to the Company to enable it to satisfy any withholding
requirements that may arise in connection with the vesting or disposition
of Shares purchased by exercising this Option.
5. Payment For Stock.
5.1 Cash. All or part of the Purchase Price may be paid in cash or
cash equivalents.
5.2 Surrender of Stock. With the consent of the Board of Directors,
all or part of the Purchase Price may be paid by the surrender of Shares
that are already owned by the Optionee. Such Shares shall be surrendered to
the Company in good form for transfer and shall be valued at their Average
Market Price of a share of Stock on the date of exercise of this Option
which, together with any amount paid in another form permissible under this
Section 5, is equal to the Purchase Price. The Optionee shall not surrender
Shares in payment of the Exercise Price if such surrender would cause the
Company to recognize compensation expense with respect to the Option for
financial reporting purposes.
5.3 Promissory Note. With the consent of the Board of Directors, all
or part of the Purchase Price may be paid with a full-recourse promissory
note (subject to restrictions of the Bank Holding Company Acts). The Shares
shall be pledged as security for payment of the principal amount of the
promissory note and interest thereon. The interest rate payable under the
terms of the promissory note shall not be less than the minimum rate (if
any) required to avoid the imputation of additional interest under the
Code. Subject to the foregoing, the Board of Directors (at its sole
discretion) shall specify the term, interest rate, amortization
requirements (if any) and other provisions of such note.
5.4 Exercise/Sale. If Stock is publicly traded, all or part of the
Purchase Price and any withholding taxes may be paid by the delivery (on a
form prescribed by the Company) of an irrevocable direction to a securities
broker approved by the Company to sell Shares and to deliver all or part of
the sales proceeds to the Company.
5.5 This Option shall in any event expire on the Expiration Date,
which date is 10 years after the Grant Date.
5.6 Termination of Service (Except by Death). If the Optionee's
Service terminates for any reason other than death, then this Option shall
expire on the earliest of the following occasions:
5.6.1 The Expiration Date determined pursuant to Section 6.1
above;
5.6.2 The date six months after the termination of the Optionee's
Service for any reason other than Cause or Disability;
5.6.3 The date one month after the termination of the Optionee's
Service for Cause, or such later date as the Board of Directors may
determine; or
5.6.4 The date 12 months after the termination of the Optionee's
Service by reason of Disability.
The Optionee may exercise all or part of this Option at any time
before the Expiration Date or other termination provided in this Section
6.2, but only to the extent that this Option had become exercisable
pursuant to the provisions of Section 2 hereof. Except with respect to a
Change in Control following termination of service as
described in Section 2, when the Optionee's Service terminates, this Option
shall expire immediately with respect to the number of Shares for which
this Option is not yet exercisable and with respect to any Restricted
Shares. In the event that the Optionee dies after termination of Service
but before the expiration of this Option, all or part of this Option may be
exercised (prior to expiration) by the executors or administrators of the
Optionee's estate or by any person who has acquired this Option directly
from the Optionee by beneficiary designation, bequest or inheritance, but
only to the extent that this Option had become exercisable before the
Optionee's Service terminated.
5.7 Death of the Optionee. If the Optionee dies while in Service, then
this Option shall expire on the earlier of the following dates:
5.7.1 The Expiration Date determined pursuant to Subsection 6.1
above; or
5.7.2 The date 12 months after the Optionee's death, or such
later date as the Board of Directors may determine.
All or part of this Option may be exercised at any time before its
expiration under the preceding sentence by the executors or administrators
of the Optionee's estate or by any person who has acquired this Option
directly from the Optionee by beneficiary designation, bequest or
inheritance, but only to the extent that this Option had become exercisable
before the Optionee's death. When the Optionee dies, this Option shall
expire immediately with respect to the number of Shares for which this
Option is not yet exercisable and with respect to any Restricted Shares.
5.8 Leaves of Absence. For any purpose under this Agreement, Service
shall be deemed to continue while the Optionee is on a bona fide leave of
absence, if such leave was approved by the Company in writing and if
continued crediting of Service for such purpose is expressly required by
the terms of such leave or by applicable law (as determined by the
Company).
6. Legality Of Initial Issuance.
No Shares shall be issued upon the exercise of this Option unless and until
the Company has determined that:
6.1 It and the Optionee have taken any actions required to register
the Shares under the Securities Act or to perfect an exemption from the
registration requirements thereof;
6.2 The issuance and delivery of Shares comply with all applicable
restrictions imposed under the Bank Holding Company Acts and the rules and
regulations promulgated thereunder.
6.3 Any applicable listing requirement of any stock exchange on which
Stock is listed has been satisfied; and
6.4 Any other applicable provision of state or federal law has been
satisfied.
7. No Registration Rights.
The Company may, but shall not be obligated to, register or qualify the
sale of Shares under the Securities Act or any other applicable law. The Company
shall not be obligated to take any affirmative action in order to cause the sale
of Shares by Optionee to comply with any law.
8. Restrictions On Transfer.
8.1 Securities Law Restrictions. Regardless of whether the offering
and sale of Shares under the Plan have been registered under the Securities
Act or have been registered or qualified under the securities laws of any
state, the Company at its discretion may impose restrictions upon the sale,
pledge or other transfer of such Shares (including the placement of
appropriate legends on stock certificates or the imposition of
stop-transfer instructions) if, in the judgment of the Company, such
restrictions are necessary or desirable in order to achieve compliance with
the Securities Act, the securities laws of any state or any other law.
8.2 Market Stand-Off. In connection with any underwritten public
offering by the Company of its equity securities pursuant to an effective
registration statement filed under the Securities Act, including the
Company's initial public offering, the Optionee shall not directly or
indirectly sell, make any short sale of, loan, hypothecate, pledge, offer,
grant or sell any option or other contract for the purchase of, purchase
any option or other contract for the sale of, or otherwise dispose of or
transfer, or agree to engage in any of the foregoing transactions with
respect to, any Shares acquired under this Agreement without the prior
written consent of the Company or its underwriters. Such restriction (the
"Market Stand-Off") shall be in effect for such period of time following
the date of the final prospectus for the offering as may be requested by
the Company or such underwriters. In no event, however, shall such period
exceed 180 days. The Market Stand-Off shall in any event terminate two
years after the date of the Company's initial public offering. In the event
of the declaration of a stock dividend, a spin-off, a stock split, an
adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Company's outstanding securities without receipt of
consideration, any new, substituted or additional securities which are by
reason of such transaction distributed with respect to any Shares subject
to the Market Stand-Off, or into which such Shares thereby become
convertible, shall immediately be subject to the Market Stand-Off. In order
to enforce the Market Stand-Off, the Company may impose stop-transfer
instructions with respect to the Shares acquired under this Agreement until
the end of the applicable stand-off period. The Company's underwriters
shall be beneficiaries of the agreement set forth in this Section 9.2. This
Section 9.2 shall not apply to Shares registered in the public offering
under the Securities Act, and the Optionee shall be subject to this Section
9.2 only if the directors and officers of the Company are subject to
similar arrangements.
8.3 Investment Intent at Grant. The Optionee represents and agrees
that the Shares to be acquired upon exercising this Option will be acquired
for investment, and not with a view to the sale or distribution thereof.
8.4 Investment Intent at Exercise. In the event that the sale of
Shares under the Plan is not registered under the Securities Act but an
exemption is available which requires an investment representation or other
representation, the Optionee shall represent and agree at the time of
exercise that the Shares being acquired upon exercising this Option are
being acquired for investment, and not with a view to the sale or
distribution thereof, as set forth in the form of Notice of Exercise and
Agreement Concerning Shares at Exhibit "A", and shall make such other
representations as are deemed necessary or appropriate by the Company and
its counsel.
8.5 Legends. Certificates evidencing the stock to be distributed
pursuant to the Agreement shall, to the extent appropriate at the time,
have noted conspicuously on the certificates a legend to the following
effect, which is intended to give all persons full notice of the existence
of the conditions, restrictions, rights and obligations set forth in the
Plan and this Agreement:
8.5.1 That the securities evidenced by the certificate were
issued in accordance with the provisions of the Plan and this
Agreement and are subject to the provisions thereof and may not be
sold or transferred except in compliance with said provisions, in a
legend stating substantially as follows:
THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED,
TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN
COMPLIANCE WITH THE TERMS OF A WRITTEN PLAN AND AGREEMENT BETWEEN
THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE
PREDECESSOR IN INTEREST TO THE SHARES). SUCH PLAN AND AGREEMENT
GRANTS TO THE COMPANY CERTAIN RIGHTS OF FIRST REFUSAL UPON AN
ATTEMPTED TRANSFER OF THE SHARES AND CERTAIN REPURCHASE RIGHTS
UPON TERMINATION OF SERVICE WITH THE COMPANY. THE SECRETARY OF
THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH PLAN
AND AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.
8.5.2 That the securities evidenced by the certificate were
issued without registration under the Securities Act, or under the
applicable laws of any state or states (collectively referred to as
the "State Acts"), in reliance upon certain exemptive provisions of
the Securities Act or any applicable State Acts, and that the
securities cannot be sold or transferred unless, in the opinion of
counsel reasonably acceptable to the Company, the sale or transfer
would be: (i) pursuant to an effective registration statement under
the Securities Act or pursuant to an available exemption form
registration; and (ii) a transaction which is exempt under any
applicable State Acts or pursuant to an effective registration
statement under or in a transaction which is otherwise in compliance
with the State Acts, in a legend stating substantially as follows:
THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED,
TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN
COMPLIANCE WITH THE TERMS OF A WRITTEN PLAN AND AGREEMENT BETWEEN
THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE
PREDECESSOR IN INTEREST TO THE SHARES). THE SECRETARY OF THE
COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH PLAN AND
AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.
8.6 Removal of Legends. If, in the opinion of the Company and its
counsel, any legend placed on a stock certificate representing Shares
sold under this Agreement is no longer required, the holder of such
certificate shall be entitled to exchange such certificate for a
certificate representing the same number of Shares but without such
legend.
8.7 Administration. Any determination by the Company and its
counsel in connection with any of the matters set forth in this
Section 10 shall be conclusive and binding on the Optionee and all
other persons.
9. Adjustment Of Shares.
In the event of any transaction described in Section 7.1 of the Plan, the
terms of this Option (including, without limitation, the number and kind of
Shares subject to this Option and the Exercise Price) shall be adjusted as set
forth in Section 7.1 of the Plan. In the event that the Company is a party to a
merger or consolidation, this Option shall be subject to the agreement of merger
or consolidation, as provided in Section 7.2 of the Plan.
10. Miscellaneous Provisions.
10.1 Rights as a Shareholder. Neither the Optionee nor the Optionee's
representative shall have any rights as a shareholder with respect to any
Shares subject to this Option until the Optionee or the Optionee's
representative becomes entitled to receive such Shares by filing a notice
of exercise and paying the Purchase Price pursuant to Sections 4 and 5.
10.2 No Retention Rights. Nothing in this Option or in the Plan shall
confer upon the Optionee any right to continue in Service for any period of
specific duration or interfere with or otherwise restrict in any way the
rights of the Company (or any Parent or Subsidiary employing or retaining
the Optionee) or of the Optionee, which rights are hereby expressly
reserved by each, to terminate his or her Service at any time and for any
reason, with or without cause.
10.3 Notice. Any notice required by the terms of this Agreement shall
be given in writing and shall be deemed effective upon personal delivery or
upon deposit with the United States Postal Service, by registered or
certified mail, with postage and fees prepaid. Notice shall be addressed to
the Company at its principal executive office and to the Optionee at the
address that he or she most recently provided to the Company.
10.4 Entire Agreement. This Agreement, Exhibit A and the Plan
constitute the entire contract between the parties hereto with regard to
the subject matter hereof. They supersede any other agreements,
representations or understandings (whether oral or written and whether
express or implied) which relate to the subject matter hereof.
10.5 Choice of Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Georgia, as such laws are
applied to contracts entered into and performed in such State.
11. Definitions.
11.1 "Expiration Date" shall mean the date set forth in Section 6.1,
upon which all Options not exercised, whether vested or unvested, shall
expire and shall thereafter be null and void and of no further force or
effect.
11.2 "Purchase Price" shall mean the Exercise Price multiplied by the
number of Shares with respect to which this Option is being exercised.
IN WITNESS WHEREOF, the parties have executed and sealed this Agreement as of
the day and year first set forth in Exhibit A attached hereto and made a part
hereof.
CHESTATEE BANCSHARES, INC.
By: /s/Xxxxxxx X. Xxxxxxx
------------------------------
Title: Chairman
------------------------------
[CORPORATE SEAL]
Attest:
------------------------------
Title:
------------------------------
EMPLOYEE
Name: /s/J. Xxxxxx Xxxxxx, Xx.
---------------------------------
Address:
------------------------------
------------------------------
------------------------------
EXHIBIT "A"
-----------
CHESTATEE BANCSHARES, INC.
EMPLOYEE STOCK OPTION AGREEMENT
NOTICE OF EXERCISE
AND
AGREEMENT CONCERNING SHARES
Subject to acceptance hereof in writing by Chestatee Bancshares, Inc.
(the "Company"), I hereby give at least ten (10) days but not more than thirty
(30) days prior notice of my election to exercise options granted to me to
purchase that number of shares of common stock of the Company (the "Stock")
indicated below pursuant to the Employee Stock Option Agreement dated as of the
Grant Date. In consideration of the issuance to me of the Stock of the Company,
and other good and valuable consideration, the receipt and sufficiency of which
I acknowledge and accept, I hereby agree as follows:
1. Exercise of the Shares.
----------------------
o This agreement applies to the shares of common stock of the Company
set forth opposite my signature below and to any additional shares of
stock of the Company (of any class) that I, or my successors in
interest, may subsequently acquire.
o The exercise of the Option shall take place as of __________, 20___
(the "Exercise Date").
o On or before the Exercise Date, I will pay the applicable purchase
price as follows by delivery of cash or a certified check payable to
the order of "Chestatee Bancshares, Inc." for $___________ for the
full purchase price of the Shares to be exercised. I understand that I
must also pay the required federal, state and local tax withholding
obligations, if any, on the exercise of the Option on or before the
Exercise Date.
2. Securities Law Matters. If the Common Stock being acquired is not
registered for issuance to and resale by the Employee pursuant to an effective
registration statement on Form S-8 (or successor form) filed under the
Securities Act of 1933, as amended (the "Securities Act"), I hereby represent,
warrant, covenant, and agree with the Company as follows:
o I am a resident of Georgia and no other State.
o I am acquiring the shares for my own account to hold for investment,
with no present intention of dividing my participation with others or
reselling or participating, directly or indirectly, in a distribution
of the shares, and I will not sell, transfer or otherwise sell the
shares in violation of applicable state or federal securities laws.
o The Company has made available to me, prior to the date hereof, the
opportunity to ask questions of an receive answers concerning the
Company, and to obtain any additional information relating to the
Company and the shares that I have deemed necessary and appropriate to
enable me to evaluate the financial and other risks inherent in
purchasing the shares, to the extent that the Company possesses or
that the Company could acquire such information without unreasonable
effort or expense; I acknowledge and understand, however, that I may
be required to execute a confidentiality agreement (in form
satisfactory to the Company and its counsel) prior to receiving such
information. All such materials and information that I have requested
have been made available to me and have been examined by me to my
satisfaction.
o I have been represented by such financial, legal, and other
professional advisors (each of whom has been selected by me), if any,
as I have found necessary to consult concerning the shares and this
agreement. I and such advisors (if any) have sufficient knowledge and
experience in business and financial matters to evaluate the Company
and the shares and the merits and risks of this investment in the
Company and to protect my own interests in connection with this
agreement, without need for the additional information that would be
required to be included in registration statements under federal or
state securities laws. I am capable of bearing the economic risk of
this investment, and my circumstances are such that my financial
condition, well being and lifestyle would not be materially adversely
affected if I were to suffer a partial or total loss of my investment
in the Company.
I understand that the shares have not been registered under state or federal
securities laws, in reliance on the exemptions authorized by Sections 10-5-9(9)
and 10-5-9(13) of the Georgia Securities Act of 1973, as amended, Section 4(2)
of the federal Securities Act of 1933, as amended, and exemptive provisions of
any other applicable federal or state securities laws. I understand and agree
that stop-transfer instructions will be noted on the appropriate records of the
Company and that there will be placed on any certificates for the shares a
legend stating in substance:
These securities have not been registered under the Securities Act of 1933,
as amended (the "Securities Act") or the securities laws of any state.
These securities have been issued or sold in reliance on the exemptions
from registration contained in Sections 10-5-9(9) and 10-5-9(13) of the
Georgia Securities Act of 1973, as amended, Section 4(2) of the Securities
Act, and exemptive provisions of any other applicable federal or state
securities laws, and may not be sold or transferred except in a transaction
which is exempt under such Acts or laws or pursuant to effective
registration under such Acts or laws.
3. Restriction on Transfer. No interest in, or any part of, the shares may
be sold, assigned, pledged, or otherwise transferred voluntarily, except as
permitted by the Employee Stock Option Agreement or as may be approved in
writing by the Company. Any attempt to transfer shares in violation of this
agreement is ineffective, and the shares shall remain subject to this agreement.
4. Legend. Upon the execution of this agreement (and in connection with the
issuance to me of any additional shares), the parties hereto shall cause the
certificates representing my shares to be endorsed substantially as set forth in
Section 10.5 of the Agreement.
5. Notices. Whenever this agreement provides that notice is to be given,
the notice shall be in writing and, in the case of notice to the Company, shall
be deemed given when received by the Company's President, and in the case of
notice to me or to another shareholder, shall be deemed given when received or,
if mailed by U.S. mail, postage prepaid, addressed to the person at the person's
address then appearing on the Company's records, on the third calendar day after
the date the notice is deposited in the mail.
6. Public Trading of Stock. The provisions of Sections 2, 3, and 4 hereof
shall be applicable only for so long as the Company's shares of common stock are
not traded on a national or regional stock exchange.
7. Miscellaneous. This agreement shall be governed by and construed in
accordance with the laws of the State of Georgia. This agreement constitutes the
entire agreement between the parties hereto with respect to the issuance of the
Shares pursuant to the Employee Stock Option Agreement and supersedes any and
all prior agreements and understandings (between me and any of the Company and
its other shareholders) with respect to the subject matter hereof. This
agreement may be modified only by a written instrument signed by all parties. In
connection with any sale or surrender of shares to the Company or another
purchaser pursuant to this agreement, I shall endorse and deliver the
certificates for the shares, and both the Company (by signing below) and I agree
to execute such other documents as may reasonably be required to carry out this
agreement. When used herein, if required by the context, the masculine,
feminine, or neuter gender shall include the other two genders, and the singular
shall include the plural and vice versa. The section headings and any other
captions set forth herein are for convenience of reference only and shall not be
used in interpreting this agreement. If any action at law or in equity is
necessary to enforce the terms of this agreement, the prevailing party shall be
entitled to reasonable attorneys' fees, costs, and necessary disbursement in
addition to any other relief to which such party may be entitled. This agreement
may be executed in any number of counterpart, each of which shall be deemed to
be an original and all of which together shall constitute but one and the same
instrument.
Executed effective as of ______________, _____.
Employee
Name: :
--------------------------------
Address:
--------------------------------
Chestatee Bancshares, Inc.
By:
--------------------------------
Title:
--------------------------------
[CORPORATE SEAL]
