EXHIBIT 4.2
XXXXXX BANK & TRUST CO.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") entered into as of this
31st day of December, 1999, by and between Xxxxxx Bank & Trust Co., a Georgia
banking corporation (hereinafter referred to as the "Bank") and X. Xxxxxx Xxxxxx
(hereinafter referred to as the "Employee").
WHEREAS, on March 21, 1990, the Board of Directors of the Bank adopted
a stock option plan, for the Bank's and its subsidiary corporations' officers
and key employees, known as "Xxxxxx Bank & Trust Co. 1990 Key Employee Incentive
Stock Option Plan" (hereinafter referred to as the "Plan"); and
WHEREAS, the Board or Committee has determined that the Employee is a
key employee within the meaning of the Plan, and the Board or Committee has
granted the Employee a stock option to purchase the number of shares of the
Bank's common stock as hereinafter set forth, and in consideration of the
granting of that stock option the Employee intends to remain in the employ of
the Bank; and
WHEREAS, the Bank and the Employee desire to enter into a written
agreement with respect to such option in accordance with the Plan.
NOW, THEREFORE, as an employment incentive and to encourage stock
ownership, and also in consideration of the mutual covenants contained herein,
the parties hereto agree as follows.
1. INCORPORATION OF PLAN. This option is granted pursuant to the
provisions of the Plan and the terms and definitions of the Plan are
incorporated herein by reference and made a part hereof. A copy of the Plan has
been delivered to, and receipt is hereby acknowledged by, the Employee.
2. GRANT OF OPTION. Subject to the terms, restrictions, limitations and
conditions stated herein, the Bank hereby evidences its grant to the Employee,
not in lieu of salary or other compensation, of the right and option
(hereinafter referred to as the "Option"), to purchase all or any part of an
aggregate of such number of shares of the Bank's $5.00 par value common stock
(the "Stock") as set forth on Schedule A attached hereto and incorporated herein
by reference. The Option shall be exercisable in the amounts and at the times
specified on Schedule A. The Option shall expire and is not exercisable as
specified on Schedule A, or such earlier date as determined pursuant to Section
8, 9 or 10 hereof. Whether the Option is or is not an Incentive Stock option set
forth on Schedule A.
3. PURCHASE PRICE. The price per share to be paid by the Employee for
the shares subject to this Option (the "Option Price") shall be as specified on
Schedule A, which price is an amount at least equal to the Fair Market Value of
a share of Stock as of the Date of Grant, as defined in Section 11 below, if the
Option is an Incentive Stock Option, and is an amount at least equal to 80% of
the Fair Market Value of a share of Stock as of the Date of Grant, as defined in
Section 11 below, if the Option is a non-Incentive Stock Option.
Page 32 of 99
4. EXERCISE TERMS. The Employee must exercise the Option for at least
the lesser of 25 shares or the number of unexercised. In the event this Option
is not exercised with respect to all or any part of the shares subject to this
Option prior to its expiration, the shares with respect to which this Option was
not exercised shall no longer be subject to this Option.
5. OPTION NON-TRANSFERABLE. This Option and all rights hereunder are
neither assignable nor transferable by the Employee otherwise than by will or
under the laws of descent and distribution, and during the Employee's lifetime
this Option is exercisable only by the Employee (or the employee's guardian or
legal representative, should one be appointed). More particularly (but without
limiting the generality of the foregoing), this Option may not be assigned,
transferred (except as aforesaid), pledged or hypothecated in any way (whether
by operation of law or otherwise) and shall not be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of this Option contrary to the provisions
hereof shall by null and void and without legal effect.
6. NOTICE OF EXERCISE OF OPTION. This Option may be exercised by the
Employee, or by the Employee's administrators, executors or personal
representatives, by a written notice (in substantially the form of the "Notice
of Exercise" attached hereto as Schedule B) signed by the Employee, or by said
administrators, executors or personal representatives, and delivered or mailed
to the Bank at its principal office in Monroe, Georgia, to the attention of the
President or such other officer as the Bank may designate. Any such notice shall
(a) specify the number of shares of Stock which the Employee or the Employee's
administrators, executors or personal representative, as the case may be, then
elects to purchase hereunder, and (b) be accompanied by a certified or cashier's
check payable to the Bank in payment of the total Option Price applicable to
such shares as provided herein. Upon receipt of any such notice and accompanying
payment, and subject to the terms hereof, the Bank agrees to cause to be issued
to the Employee or to the Employee's administrators, executors or personal
representatives, as the case may be, stock certificates for the number of shares
specified in such notice registered in the name of the person exercising this
Option.
7. ADJUSTMENT IN OPTION. The number of Shares subject to this Option,
the Option Price and other matters are subject to adjustment during the term of
this Option in accordance with Section 5.2 of the Plan.
8. TERMINATION OF EMPLOYMENT.
(a) Except as otherwise specified on Schedule A hereto, in the event of
the termination of the Employee's employment as an employee of the Bank or any
of its Subsidiaries, other than a termination that is either (i) for cause, (ii)
voluntary on the part of the Employee and without written consent of the Bank,
or (iii) for reasons of death or disability, the Employee may exercise this
option at any time within fifteen (15) days after such termination, to the
extent of the number of shares which were Purchasable hereunder at the date of
such termination.
(b) Except as specified on Schedule A attached hereto, in the event of
a termination of the Employee's employment that is either (i) for cause, (ii)
voluntary on the part of the Employee and without the written consent of the
Bank, this Option, to the extent not theretofore exercised, shall
Page 33 of 99
forthwith terminate and shall not thereafter be or become exercisable.
(c) Retirement of the Employee at the normal retirement date as
prescribed from time to time by the Bank or any subsidiary shall be deemed to be
a termination of employment with consent for all purposes of this Option. This
Option does not confer upon the Employee any right with respect to continuance
of employment by the Bank or by any of its subsidiaries. This Option shall not
be affected by any change of employment so long as the Employee continues to be
an employee of the Bank or one of its Subsidiaries.
9. DISABLED EMPLOYEE. In the event of termination of employment because
of the Employee becoming a Disabled Employee, the Employee (or his or her
personal representative) may exercise this Option at any time within fifteen
(15) days after such termination to the extent of the number of shares which
were Purchasable hereunder at the date of such termination.
10. DEATH OF EMPLOYEE. Except as otherwise set forth on Schedule A with
respect to the rights of the Employee upon termination of employment under
paragraph (a) of Section 8 hereof, in the event of the Employee's death while
employed by the Bank or any of its Subsidiaries, or within fifteen (15) days
after a termination of such employment (if such termination was neither (i) for
cause nor (ii) voluntary on the part of the Employee and without the written
consent of the Bank), the appropriate persons described in Section 6 hereof or
persons to whom all or a portion of this Option is transferred in accordance
with Section 5 hereof may exercise this Option at any time within a period
ending on the earlier of (a) the last day of the fifteen (15) day period
subsequent to the Employee's death or (b) the expiration date of the Option. If
the Employee was an employee of the Bank at the time of the Employee's death,
this Option may be so exercised to the extent of the number of shares that were
Purchasable hereunder at the date of death. If the Employee's employment
terminated prior to his or her death, this Option may be exercised only to the
extent of the number of shares covered by this Option which were Purchasable
hereunder at the date of such termination.
11. DATE OF GRANT. This option was granted by the Board of Directors of
the Bank on the date set forth in Schedule A (the "Date of Grant").
12. COMPLIANCE WITH REGULATORY MATTERS. The Employee acknowledges that
the issuance of capital stock of the Bank is subject to regulation by various
regulatory authorities, and Employee hereby agrees that the Bank shall not be
obligated to issue any share of Stock upon exercise of this Option that would
cause the Bank to violate any rules, regulations, orders or consent decrees of
any such regulatory authority having jurisdiction over the affairs of the Bank.
13. MISCELLANEOUS.
(a) This Agreement shall be binding upon the parties hereto and
their representatives, successors and assigns.
(b) This Agreement is executed and delivered in, and shall be
governed by the laws of, the State of Georgia.
Page 34 of 99
(c) Any requests or notices to be given hereunder shall be deemed
given, and any elections or exercises to be made or accomplished shall be deemed
made or accomplished, upon actual delivery thereof to the designated recipient,
or three (3) days after deposit thereof in the United States mail, registered,
return receipt requested, and postage prepaid, addressed, if to the Employee, at
the address set forth below, and if to the Bank, to the executive offices of the
Bank at 0000 Xxxx Xxxxxx Xxxxxx, Xxx 0000, Xxxxxx, Xxxxxxx 00000.
(d) This Agreement may not be modified except in writing executed
by each of the parties hereto.
IN WITNESS WHEREOF, the Board of Directors of the Bank has caused this
Stock Option Agreement to be executed on behalf of the Bank and the Bank's seal
to be affixed hereto and attested by the Secretary or an Assistant Secretary of
the Bank, and the Employee has executed this Stock Option Agreement under seal,
all as of the day and year first above written.
XXXXXX BANK & TRUST CO. EMPLOYEE
By: /s/ Xxxx X. Xxxxxxxxxx, III By: /s/ X. Xxxxxx Xxxxxx
----------------------------- ----------------------
Name: Xxxx X. Xxxxxxxxxx, III Name: X. Xxxxxx Xxxxxx
Title: Chairman
Address: 000 Xxxxxxxxx Xxxx
Xxxxxx, Xxxxxxx 00000
ATTEST:
/s/ Xxxxx X. Xxxxxxx
--------------------
Xxxxx X. Xxxxxxx
Secretary/Assistant Secretary
(SEAL)
Page 35 of 99
SCHEDULE A
TO
STOCK OPTION AGREEMENT
BETWEEN
XXXXXX BANK & TRUST CO.
AND
XXXXXX XXXXXX
Dated:
1. NUMBER OF SHARES SUBJECT TO OPTION: One Thousand Five Hundred (1,500)
Shares.
2. THIS OPTION (Check One) [X] IS [ ] IS NOT AN INCENTIVE STOCK OPTION
3. OPTION EXERCISE PRICE: $13.81 per Share.
4. DATE OF GRANT: December 31, 1999
5. OPTION VESTING SCHEDULE:
Check one:
( ) Options are exercisable with respect to all shares
on or after the date hereof
(X) Options are exercisable with respect to the number of
shares indicated below on or after the date set next
to the number of shares:
NO. OF SHARES VESTING DATE
Date of Grant
300 1 year after Date of Grant
300 2 years after Date of Grant
300 3 years after Date of Grant
300 4 years after Date of Grant
300 5 years after Date of Grant
6. OPTION EXERCISE PERIOD:
Check one:
(X) All options expire and are void unless exercise on or
before 10 years after Date of Grant.
( ) Options expire and are void unless exercised on or
before the date indicated next to the number of
shares:
Page 36 of 99
NO. OF SHARES EXPIRATION DATE
7. Effect of Termination of Employment of Optionee (if different from that
set forth in Sections 8 and 10 of the Stock Option Agreement):
Not different from that set forth in Sections 8 and 10.
Page 37 of 99
SCHEDULE B
NOTICE OF EXERCISE
The undersigned hereby notifies Xxxxxx Bank & Trust Co. (the "Bank") of
this election to exercise the undersigned's stock option to purchase
____________________ (______) shares of the Bank's $5.00 par value common stock
pursuant to the stock Option Agreement (the "Agreement") between the undersigned
and the Bank dated _______________. Accompanying this Notice is a certified or a
cashier's check in the amount of $_______________ payable to the Bank, such
amounts being equal, in the aggregate, to the purchase price per share set forth
in Section 3 of the Agreement multiplied by the number of said shares being
hereby purchased (in each instance subject to appropriate adjustment pursuant to
Section 7 of the Agreement).
IN WITNESS WHEREOF, the undersigned has set his hand and seal, this
_____ day of _______________, 19___.
EMPLOYEE [OR EMPLOYEE'S ADMINISTRATOR,
EXECUTOR OR PERSONAL REPRESENTATIVE]
Name:
Position (if other than Employee):
Page 38 of 99
XXXXXX BANK & TRUST CO.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") entered into as of this
31st day of December, 1998, by and between Xxxxxx Bank & Trust Co., a Georgia
banking corporation (hereinafter referred to as the "Bank") and Xxxxxx Xxxxxx
(hereinafter referred to as the "Employee").
WHEREAS, on March 21, 1990, the Board of Directors of the Bank adopted
a stock option plan, for the Bank's and its subsidiary corporations' officers
and key employees, known as "Xxxxxx Bank & Trust Co. 1990 Key Employee Incentive
Stock Option Plan" (hereinafter referred to as the "Plan"); and
WHEREAS, the Board or Committee has determined that the Employee is a
key employee within the meaning of the Plan, and the Board or Committee has
granted the Employee a stock option to purchase the number of shares of the
Bank's common stock as hereinafter set forth, and in consideration of the
granting of that stock option the Employee intends to remain in the employ of
the Bank; and
WHEREAS, the Bank and the Employee desire to enter into a written
agreement with respect to such option in accordance with the Plan.
NOW, THEREFORE, as an employment incentive and to encourage stock
ownership, and also in consideration of the mutual covenants contained herein,
the parties hereto agree as follows.
1. INCORPORATION OF PLAN. This option is granted pursuant to the
provisions of the Plan and the terms and definitions of the Plan are
incorporated herein by reference and made a part hereof. A copy of the Plan has
been delivered to, and receipt is hereby acknowledged by, the Employee.
2. GRANT OF OPTION. Subject to the terms, restrictions, limitations and
conditions stated herein, the Bank hereby evidences its grant to the Employee,
not in lieu of salary or other compensation, of the right and option
(hereinafter referred to as the "Option"), to purchase all or any part of an
aggregate of such number of shares of the Bank's $5.00 par value common stock
(the "Stock") as set forth on Schedule A attached hereto and incorporated herein
by reference. The Option shall be exercisable in the amounts and at the times
specified on Schedule A. The Option shall expire and is not exercisable as
specified on Schedule A, or such earlier date as determined pursuant to Section
8, 9 or 10 hereof. Whether the Option is or is not an Incentive Stock option set
forth on Schedule A.
3. PURCHASE PRICE. The price per share to be paid by the Employee for
the shares subject to this Option (the "Option Price") shall be as specified on
Schedule A, which price is an amount at least equal to the Fair Market Value of
a share of Stock as of the Date of Grant, as defined in Section 11 below, if the
Option is an Incentive Stock Option, and is an amount at least equal to 80% of
the Fair Market Value of a share of Stock as of the Date of Grant, as defined in
Section 11 below, if the Option is a non-Incentive Stock Option.
Page 39 of 99
4. EXERCISE TERMS. The Employee must exercise the Option for at least
the lesser of 25 shares or the number of unexercised. In the event this Option
is not exercised with respect to all or any part of the shares subject to this
Option prior to its expiration, the shares with respect to which this Option was
not exercised shall no longer be subject to this Option.
5. OPTION NON-TRANSFERABLE. This Option and all rights hereunder are
neither assignable nor transferable by the Employee otherwise than by will or
under the laws of descent and distribution, and during the Employee's lifetime
this Option is exercisable only by the Employee (or the employee's guardian or
legal representative, should one be appointed). More particularly (but without
limiting the generality of the foregoing), this Option may not be assigned,
transferred (except as aforesaid), pledged or hypothecated in any way (whether
by operation of law or otherwise) and shall not be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of this Option contrary to the provisions
hereof shall by null and void and without legal effect.
6. NOTICE OF EXERCISE OF OPTION. This Option may be exercised by the
Employee, or by the Employee's administrators, executors or personal
representatives, by a written notice (in substantially the form of the "Notice
of Exercise" attached hereto as Schedule B) signed by the Employee, or by said
administrators, executors or personal representatives, and delivered or mailed
to the Bank at its principal office in Monroe, Georgia, to the attention of the
President or such other officer as the Bank may designate. Any such notice shall
(a) specify the number of shares of Stock which the Employee or the Employee's
administrators, executors or personal representative, as the case may be, then
elects to purchase hereunder, and (b) be accompanied by a certified or cashier's
check payable to the Bank in payment of the total Option Price applicable to
such shares as provided herein. Upon receipt of any such notice and accompanying
payment, and subject to the terms hereof, the Bank agrees to cause to be issued
to the Employee or to the Employee's administrators, executors or personal
representatives, as the case may be, stock certificates for the number of shares
specified in such notice registered in the name of the person exercising this
Option.
7. ADJUSTMENT IN OPTION. The number of Shares subject to this Option,
the Option Price and other matters are subject to adjustment during the term of
this Option in accordance with Section 5.2 of the Plan.
8. TERMINATION OF EMPLOYMENT.
(a) Except as otherwise specified on Schedule A hereto, in the event of
the termination of the Employee's employment as an employee of the Bank or any
of its Subsidiaries, other than a termination that is either (i) for cause, (ii)
voluntary on the part of the Employee and without written consent of the Bank,
or (iii) for reasons of death or disability, the Employee may exercise this
option at any time within fifteen (15) days after such termination, to the
extent of the number of shares which were Purchasable hereunder at the date of
such termination.
(b) Except as specified on Schedule A attached hereto, in the event of
a termination of the Employee's employment that is either (i) for cause, (ii)
voluntary on the part of the Employee and without the written consent of the
Bank, this Option, to the extent not theretofore exercised, shall
Page 40 of 99
forthwith terminate and shall not thereafter be or become exercisable.
(c) Retirement of the Employee at the normal retirement date as
prescribed from time to time by the Bank or any subsidiary shall be deemed to be
a termination of employment with consent for all purposes of this Option. This
Option does not confer upon the Employee any right with respect to continuance
of employment by the Bank or by any of its subsidiaries. This Option shall not
be affected by any change of employment so long as the Employee continues to be
an employee of the Bank or one of its Subsidiaries.
9. DISABLED EMPLOYEE. In the event of termination of employment because
of the Employee becoming a Disabled Employee, the Employee (or his or her
personal representative) may exercise this Option at any time within fifteen
(15) days after such termination to the extent of the number of shares which
were Purchasable hereunder at the date of such termination.
10. DEATH OF EMPLOYEE. Except as otherwise set forth on Schedule A with
respect to the rights of the Employee upon termination of employment under
paragraph (a) of Section 8 hereof, in the event of the Employee's death while
employed by the Bank or any of its Subsidiaries, or within fifteen (15) days
after a termination of such employment (if such termination was neither (i) for
cause nor (ii) voluntary on the part of the Employee and without the written
consent of the Bank), the appropriate persons described in Section 6 hereof or
persons to whom all or a portion of this Option is transferred in accordance
with Section 5 hereof may exercise this Option at any time within a period
ending on the earlier of (a) the last day of the fifteen (15) day period
subsequent to the Employee's death or (b) the expiration date of the Option. If
the Employee was an employee of the Bank at the time of the Employee's death,
this Option may be so exercised to the extent of the number of shares that were
Purchasable hereunder at the date of death. If the Employee's employment
terminated prior to his or her death, this Option may be exercised only to the
extent of the number of shares covered by this Option which were Purchasable
hereunder at the date of such termination.
11. DATE OF GRANT. This option was granted by the Board of Directors
of the Bank on the date set forth in Schedule A (the "Date of Grant").
12. COMPLIANCE WITH REGULATORY MATTERS. The Employee acknowledges that
the issuance of capital stock of the Bank is subject to regulation by various
regulatory authorities, and Employee hereby agrees that the Bank shall not be
obligated to issue any share of Stock upon exercise of this Option that would
cause the Bank to violate any rules, regulations, orders or consent decrees of
any such regulatory authority having jurisdiction over the affairs of the Bank.
13. MISCELLANEOUS.
(a) This Agreement shall be binding upon the parties hereto and
their representatives, successors and assigns.
(b) This Agreement is executed and delivered in, and shall be
governed by the laws of, the State of Georgia.
Page 41 of 99
(c) Any requests or notices to be given hereunder shall be deemed
given, and any elections or exercises to be made or accomplished shall be deemed
made or accomplished, upon actual delivery thereof to the designated recipient,
or three (3) days after deposit thereof in the United States mail, registered,
return receipt requested, and postage prepaid, addressed, if to the Employee, at
the address set forth below, and if to the Bank, to the executive offices of the
Bank at 0000 Xxxx Xxxxxx Xxxxxx, Xxx 0000, Xxxxxx, Xxxxxxx 00000.
(d) This Agreement may not be modified except in writing executed
by each of the parties hereto.
IN WITNESS WHEREOF, the Board of Directors of the Bank has caused this
Stock Option Agreement to be executed on behalf of the Bank and the Bank's seal
to be affixed hereto and attested by the Secretary or an Assistant Secretary of
the Bank, and the Employee has executed this Stock Option Agreement under seal,
all as of the day and year first above written.
XXXXXX BANK & TRUST CO. EMPLOYEE
By: /s/ Xxxx X. Xxxxxxxxxx, III By: /s/ X. Xxxxxx Xxxxxx
----------------------------- ----------------------
Name: Xxxx X. Xxxxxxxxxx, III Name: X. Xxxxxx Xxxxxx
Title: Chairman Title: President/CEO
Address: 000 Xxxxxxxxx Xxxx
Xxxxxx, Xxxxxxx 00000
ATTEST:
/s/ Xxxxx X. Xxxxxxx
--------------------
Xxxxx X. Xxxxxxx
Secretary/Assistant Secretary
(SEAL)
Page 42 of 99
SCHEDULE A
TO
STOCK OPTION AGREEMENT
BETWEEN
XXXXXX BANK & TRUST CO.
AND
XXXXXX XXXXXX
Dated: December 31, 1998
1. NUMBER OF SHARES SUBJECT TO OPTION: One Thousand Five Hundred (1,500)
Shares.
2. THIS OPTION (Check One) [X] IS [ ] IS NOT AN INCENTIVE STOCK OPTION
3. OPTION EXERCISE PRICE: $12.95 per Share.
4. DATE OF GRANT: December 31, 1998
5. OPTION VESTING SCHEDULE:
Check one:
( ) Options are exercisable with respect to all shares on or after
the date hereof
(X) Options are exercisable with respect to the number of shares
indicated below on or after the date set next to the number of
shares:
No. of Shares Vesting Date
------------- ------------
750 Date of Grant
150 1 year after Date of Grant
150 2 years after Date of Grant
150 3 years after Date of Grant
150 4 years after Date of Grant
150 5 years after Date of Grant
6. OPTION EXERCISE PERIOD:
Check one:
(X) All options expire and are void unless exercise on or
before 10 years after Date of Grant.
Page 43 of 99
( ) Options expire and are void unless exercised on or before the
date indicated next to the number of shares:
No. of Shares Expiration Date
------------- ---------------
7. Effect of Termination of Employment of Optionee (if different from that
set forth in Sections 8 and 10 of the Stock Option Agreement):
Not different from that set forth in Sections 8 and 10.
Page 44 of 99
SCHEDULE B
NOTICE OF EXERCISE
The undersigned hereby notifies Xxxxxx Bank & Trust Co. (the "Bank") of
this election to exercise the undersigned's stock option to purchase
____________________ (______) shares of the Bank's $5.00 par value common stock
pursuant to the stock Option Agreement (the "Agreement") between the undersigned
and the Bank dated _______________. Accompanying this Notice is a certified or a
cashier's check in the amount of $_______________ payable to the Bank, such
amounts being equal, in the aggregate, to the purchase price per share set forth
in Section 3 of the Agreement multiplied by the number of said shares being
hereby purchased (in each instance subject to appropriate adjustment pursuant to
Section 7 of the Agreement).
IN WITNESS WHEREOF, the undersigned has set his hand and seal, this
_____ day of _______________, 19___.
EMPLOYEE [OR EMPLOYEE'S ADMINISTRATOR,
EXECUTOR OR PERSONAL REPRESENTATIVE]
Name:
Position (if other than Employee):
Page 45 of 99
XXXXXX BANK & TRUST CO.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") entered into as of this
23rd day of December, 1997, by and between Xxxxxx Bank & Trust Co., a Georgia
banking corporation (hereinafter referred to as the "Bank") and Xxxxxx Xxxxxx
(hereinafter referred to as the "Employee").
WHEREAS, on March 21, 1990, the Board of Directors of the Bank adopted
a stock option plan, for the Bank's and its subsidiary corporations' officers
and key employees, known as "Xxxxxx Bank & Trust Co. 1990 Key Employee Incentive
Stock Option Plan" (hereinafter referred to as the "Plan"); and
WHEREAS, the Board or Committee has determined that the Employee is a
key employee within the meaning of the Plan, and the Board or Committee has
granted the Employee a stock option to purchase the number of shares of the
Bank's common stock as hereinafter set forth, and in consideration of the
granting of that stock option the Employee intends to remain in the employ of
the Bank; and
WHEREAS, the Bank and the Employee desire to enter into a written
agreement with respect to such option in accordance with the Plan.
NOW, THEREFORE, as an employment incentive and to encourage stock
ownership, and also in consideration of the mutual covenants contained herein,
the parties hereto agree as follows.
1. INCORPORATION OF PLAN. This option is granted pursuant to the
provisions of the Plan and the terms and definitions of the Plan are
incorporated herein by reference and made a part hereof. A copy of the Plan has
been delivered to, and receipt is hereby acknowledged by, the Employee.
2. GRANT OF OPTION. Subject to the terms, restrictions, limitations and
conditions stated herein, the Bank hereby evidences its grant to the Employee,
not in lieu of salary or other compensation, of the right and option
(hereinafter referred to as the "Option"), to purchase all or any part of an
aggregate of such number of shares of the Bank's $5.00 par value common stock
(the "Stock") as set forth on Schedule A attached hereto and incorporated herein
by reference. The Option shall be exercisable in the amounts and at the times
specified on Schedule A. The Option shall expire and is not exercisable as
specified on Schedule A, or such earlier date as determined pursuant to Section
8, 9 or 10 hereof. Whether the Option is or is not an Incentive Stock option set
forth on Schedule A.
3. PURCHASE PRICE. The price per share to be paid by the Employee for
the shares subject to this Option (the "Option Price") shall be as specified on
Schedule A, which price is an amount at least equal to the Fair Market Value of
a share of Stock as of the Date of Grant, as defined in Section 11 below, if the
Option is an Incentive Stock Option, and is an amount at least equal to 80% of
the Fair Market Value of a share of Stock as of the Date of Grant, as defined in
Section 11 below, if the Option is a non-Incentive Stock Option.
Page 46 of 99
4. EXERCISE TERMS. The Employee must exercise the Option for at least
the lesser of 25 shares or the number of unexercised. In the event this Option
is not exercised with respect to all or any part of the shares subject to this
Option prior to its expiration, the shares with respect to which this Option was
not exercised shall no longer be subject to this Option.
5. OPTION NON-TRANSFERABLE. This Option and all rights hereunder are
neither assignable nor transferable by the Employee otherwise than by will or
under the laws of descent and distribution, and during the Employee's lifetime
this Option is exercisable only by the Employee (or the employee's guardian or
legal representative, should one be appointed). More particularly (but without
limiting the generality of the foregoing), this Option may not be assigned,
transferred (except as aforesaid), pledged or hypothecated in any way (whether
by operation of law or otherwise) and shall not be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of this Option contrary to the provisions
hereof shall by null and void and without legal effect.
6. NOTICE OF EXERCISE OF OPTION. This Option may be exercised by the
Employee, or by the Employee's administrators, executors or personal
representatives, by a written notice (in substantially the form of the "Notice
of Exercise" attached hereto as Schedule B) signed by the Employee, or by said
administrators, executors or personal representatives, and delivered or mailed
to the Bank at its principal office in Monroe, Georgia, to the attention of the
President or such other officer as the Bank may designate. Any such notice shall
(a) specify the number of shares of Stock which the Employee or the Employee's
administrators, executors or personal representative, as the case may be, then
elects to purchase hereunder, and (b) be accompanied by a certified or cashier's
check payable to the Bank in payment of the total Option Price applicable to
such shares as provided herein. Upon receipt of any such notice and accompanying
payment, and subject to the terms hereof, the Bank agrees to cause to be issued
to the Employee or to the Employee's administrators, executors or personal
representatives, as the case may be, stock certificates for the number of shares
specified in such notice registered in the name of the person exercising this
Option.
7. ADJUSTMENT IN OPTION. The number of Shares subject to this Option,
the Option Price and other matters are subject to adjustment during the term of
this Option in accordance with Section 5.2 of the Plan.
8. TERMINATION OF EMPLOYMENT.
(a) Except as otherwise specified on Schedule A hereto, in the event of
the termination of the Employee's employment as an employee of the Bank or any
of its Subsidiaries, other than a termination that is either (i) for cause, (ii)
voluntary on the part of the Employee and without written consent of the Bank,
or (iii) for reasons of death or disability, the Employee may exercise this
option at any time within fifteen (15) days after such termination, to the
extent of the number of shares which were Purchasable hereunder at the date of
such termination.
(b) Except as specified on Schedule A attached hereto, in the event of
a termination of the Employee's employment that is either (i) for cause, (ii)
voluntary on the part of the Employee and without the written consent of the
Bank, this Option, to the extent not theretofore exercised, shall
Page 47 of 99
forthwith terminate and shall not thereafter be or become exercisable.
(c) Retirement of the Employee at the normal retirement date as
prescribed from time to time by the Bank or any subsidiary shall be deemed to be
a termination of employment with consent for all purposes of this Option. This
Option does not confer upon the Employee any right with respect to continuance
of employment by the Bank or by any of its subsidiaries. This Option shall not
be affected by any change of employment so long as the Employee continues to be
an employee of the Bank or one of its Subsidiaries.
9. DISABLED EMPLOYEE. In the event of termination of employment because
of the Employee becoming a Disabled Employee, the Employee (or his or her
personal representative) may exercise this Option at any time within fifteen
(15) days after such termination to the extent of the number of shares which
were Purchasable hereunder at the date of such termination.
10. DEATH OF EMPLOYEE. Except as otherwise set forth on Schedule A with
respect to the rights of the Employee upon termination of employment under
paragraph (a) of Section 8 hereof, in the event of the Employee's death while
employed by the Bank or any of its Subsidiaries, or within fifteen (15) days
after a termination of such employment (if such termination was neither (i) for
cause nor (ii) voluntary on the part of the Employee and without the written
consent of the Bank), the appropriate persons described in Section 6 hereof or
persons to whom all or a portion of this Option is transferred in accordance
with Section 5 hereof may exercise this Option at any time within a period
ending on the earlier of (a) the last day of the fifteen (15) day period
subsequent to the Employee's death or (b) the expiration date of the Option. If
the Employee was an employee of the Bank at the time of the Employee's death,
this Option may be so exercised to the extent of the number of shares that were
Purchasable hereunder at the date of death. If the Employee's employment
terminated prior to his or her death, this Option may be exercised only to the
extent of the number of shares covered by this Option which were Purchasable
hereunder at the date of such termination.
11. DATE OF GRANT. This option was granted by the Board of Directors of
the Bank on the date set forth in Schedule A (the "Date of Grant").
12. COMPLIANCE WITH REGULATORY MATTERS. The Employee acknowledges that
the issuance of capital stock of the Bank is subject to regulation by various
regulatory authorities, and Employee hereby agrees that the Bank shall not be
obligated to issue any share of Stock upon exercise of this Option that would
cause the Bank to violate any rules, regulations, orders or consent decrees of
any such regulatory authority having jurisdiction over the affairs of the Bank.
13. MISCELLANEOUS.
(a) This Agreement shall be binding upon the parties hereto and
their representatives, successors and assigns.
(b) This Agreement is executed and delivered in, and shall be
governed by the laws of, the State of Georgia.
Page 48 of 99
(c) Any requests or notices to be given hereunder shall be deemed
given, and any elections or exercises to be made or accomplished shall be deemed
made or accomplished, upon actual delivery thereof to the designated recipient,
or three (3) days after deposit thereof in the United States mail, registered,
return receipt requested, and postage prepaid, addressed, if to the Employee, at
the address set forth below, and if to the Bank, to the executive offices of the
Bank at 0000 Xxxx Xxxxxx Xxxxxx, Xxx 0000, Xxxxxx, Xxxxxxx 00000.
(d) This Agreement may not be modified except in writing executed
by each of the parties hereto.
IN WITNESS WHEREOF, the Board of Directors of the Bank has caused this
Stock Option Agreement to be executed on behalf of the Bank and the Bank's seal
to be affixed hereto and attested by the Secretary or an Assistant Secretary of
the Bank, and the Employee has executed this Stock Option Agreement under seal,
all as of the day and year first above written.
XXXXXX BANK & TRUST CO. EMPLOYEE
BY: /s/ Xxxx X. Xxxxxxxxxx, III BY: /s/ X. Xxxxxx Xxxxxx
---------------------------- -------------------------
Name: Xxxx X. Xxxxxxxxxx, III Name: X. Xxxxxx Xxxxxx
Title: Chairman
Address: 000 Xxxxxxxxx Xxxx
Xxxxxx, Xxxxxxx 00000
ATTEST:
/s/ Xxxxx X. Xxxxxxx
--------------------
Xxxxx X. Xxxxxxx
Secretary
(SEAL)
Page 49 of 99
SCHEDULE A
TO
STOCK OPTION AGREEMENT
BETWEEN
XXXXXX BANK & TRUST CO.
AND
XXXXXX XXXXXX
Dated: December 23, 1997
1. NUMBER OF SHARES SUBJECT TO OPTION: One Thousand (1,000) Shares.
2. THIS OPTION (Check One) [X] IS [ ] IS NOT AN INCENTIVE STOCK OPTION
3. OPTION EXERCISE PRICE: $17.56 per Share.
4. DATE OF GRANT: December 23, 1997
5. OPTION VESTING SCHEDULE:
Check one:
( ) Options are exercisable with respect to all shares on or after the
date hereof
(X) Options are exercisable with respect to the number of shares
indicated below on or after the date set next to the number of
shares:
No. of Shares Vesting Date
------------- -------------
500 Date of Grant
100 1 year after Date of Grant
100 2 years after Date of Grant
100 3 years after Date of Grant
100 4 years after Date of Grant
100 5 years after Date of Grant
6. OPTION EXERCISE PERIOD:
Check one:
(X) All options expire and are void unless exercise on or
before 10 years after Date of Grant.
Page 50 of 99
( ) Options expire and are void unless exercised on or before
the date indicated next to the number of shares:
No. of Shares Expiration Date
------------- ---------------
7. Effect of Termination of Employment of Optionee (if different from that
set forth in Sections 8 and 10 of the Stock Option Agreement):
Not different from that set forth in Sections 8 and 10.
Page 51 of 99
SCHEDULE B
NOTICE OF EXERCISE
The undersigned hereby notifies Xxxxxx Bank & Trust Co. (the "Bank") of
this election to exercise the undersigned's stock option to purchase
____________________ (______) shares of the Bank's $5.00 par value common stock
pursuant to the stock Option Agreement (the "Agreement") between the undersigned
and the Bank dated December 23, 1997. Accompanying this Notice is a certified or
a cashier's check in the amount of $_______________ payable to the Bank, such
amounts being equal, in the aggregate, to the purchase price per share set forth
in Section 3 of the Agreement multiplied by the number of said shares being
hereby purchased (in each instance subject to appropriate adjustment pursuant to
Section 7 of the Agreement).
IN WITNESS WHEREOF, the undersigned has set his hand and seal, this
_____ day of _______________, 19___.
EMPLOYEE [OR EMPLOYEE'S ADMINISTRATOR,
EXECUTOR OR PERSONAL REPRESENTATIVE]
Name:
-----------------------------
Position (if other than Employee):
Page 52 of 99
XXXXXX BANK & TRUST CO.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") entered into as of this
18th day of April, 1996, by and between Xxxxxx Bank & Trust Co., a Georgia
banking corporation (hereinafter referred to as the "Bank") and Xxxxxx Xxxxxx
(hereinafter referred to as the "Employee").
WHEREAS, on March 21, 1990, the Board of Directors of the Bank adopted
a stock option plan, for the Bank's and its subsidiary corporations' officers
and key employees, known as "Xxxxxx Bank & Trust Co. 1990 Key Employee Incentive
Stock Option Plan" (hereinafter referred to as the "Plan"); and
WHEREAS, the Board or Committee has determined that the Employee is a
key employee within the meaning of the Plan, and the Board or Committee has
granted the Employee a stock option to purchase the number of shares of the
Bank's common stock as hereinafter set forth, and in consideration of the
granting of that stock option the Employee intends to remain in the employ of
the Bank; and
WHEREAS, the Bank and the Employee desire to enter into a written
agreement with respect to such option in accordance with the Plan.
NOW, THEREFORE, as an employment incentive and to encourage stock
ownership, and also in consideration of the mutual covenants contained herein,
the parties hereto agree as follows.
1. INCORPORATION OF PLAN. This option is granted pursuant to the
provisions of the Plan and the terms and definitions of the Plan are
incorporated herein by reference and made a part hereof. A copy of the Plan has
been delivered to, and receipt is hereby acknowledged by, the Employee.
2. GRANT OF OPTION. Subject to the terms, restrictions, limitations and
conditions stated herein, the Bank hereby evidences its grant to the Employee,
not in lieu of salary or other compensation, of the right and option
(hereinafter referred to as the "Option"), to purchase all or any part of an
aggregate of such number of shares of the Bank's $5.00 par value common stock
(the "Stock") as set forth on Schedule A attached hereto and incorporated herein
by reference. The Option shall be exercisable in the amounts and at the times
specified on Schedule A. The Option shall expire and is not exercisable as
specified on Schedule A, or such earlier date as determined pursuant to Section
8, 9 or 10 hereof. Whether the Option is or is not an Incentive Stock option set
forth on Schedule A.
3. PURCHASE PRICE. The price per share to be paid by the Employee for
the shares subject to this Option (the "Option Price") shall be as specified on
Schedule A, which price is an amount at least equal to the Fair Market Value of
a share of Stock as of the Date of Grant, as defined in Section 11 below, if the
Option is an Incentive Stock Option, and is an amount at least equal to 80% of
the Fair Market Value of a share of Stock as of the Date of Grant, as defined in
Section 11 below, if the Option is a non-Incentive Stock Option.
Page 53 of 99
4. EXERCISE TERMS. The Employee must exercise the Option for at least
the lesser of 25 shares or the number of unexercised. In the event this Option
is not exercised with respect to all or any part of the shares subject to this
Option prior to its expiration, the shares with respect to which this Option was
not exercised shall no longer be subject to this Option.
5. OPTION NON-TRANSFERABLE. This Option and all rights hereunder are
neither assignable nor transferable by the Employee otherwise than by will or
under the laws of descent and distribution, and during the Employee's lifetime
this Option is exercisable only by the Employee (or the employee's guardian or
legal representative, should one be appointed). More particularly (but without
limiting the generality of the foregoing), this Option may not be assigned,
transferred (except as aforesaid), pledged or hypothecated in any way (whether
by operation of law or otherwise) and shall not be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of this Option contrary to the provisions
hereof shall by null and void and without legal effect.
6. NOTICE OF EXERCISE OF OPTION. This Option may be exercised by the
Employee, or by the Employee's administrators, executors or personal
representatives, by a written notice (in substantially the form of the "Notice
of Exercise" attached hereto as Schedule B) signed by the Employee, or by said
administrators, executors or personal representatives, and delivered or mailed
to the Bank at its principal office in Monroe, Georgia, to the attention of the
President or such other officer as the Bank may designate. Any such notice shall
(a) specify the number of shares of Stock which the Employee or the Employee's
administrators, executors or personal representative, as the case may be, then
elects to purchase hereunder, and (b) be accompanied by a certified or cashier's
check payable to the Bank in payment of the total Option Price applicable to
such shares as provided herein. Upon receipt of any such notice and accompanying
payment, and subject to the terms hereof, the Bank agrees to cause to be issued
to the Employee or to the Employee's administrators, executors or personal
representatives, as the case may be, stock certificates for the number of shares
specified in such notice registered in the name of the person exercising this
Option.
7. ADJUSTMENT IN OPTION. The number of Shares subject to this Option,
the Option Price and other matters are subject to adjustment during the term of
this Option in accordance with Section 5.2 of the Plan.
8. TERMINATION OF EMPLOYMENT.
(a) Except as otherwise specified on Schedule A hereto, in the event of
the termination of the Employee's employment as an employee of the Bank or any
of its Subsidiaries, other than a termination that is either (i) for cause, (ii)
voluntary on the part of the Employee and without written consent of the Bank,
or (iii) for reasons of death or disability, the Employee may exercise this
option at any time within fifteen (15) days after such termination, to the
extent of the number of shares which were Purchasable hereunder at the date of
such termination.
(b) Except as specified on Schedule A attached hereto, in the event of
a termination of the Employee's employment that is either (i) for cause, (ii)
voluntary on the part of the Employee and without the written consent of the
Bank, this Option, to the extent not theretofore exercised, shall
Page 54 of 99
forthwith terminate and shall not thereafter be or become exercisable.
(c) Retirement of the Employee at the normal retirement date as
prescribed from time to time by the Bank or any subsidiary shall be deemed to be
a termination of employment with consent for all purposes of this Option. This
Option does not confer upon the Employee any right with respect to continuance
of employment by the Bank or by any of its subsidiaries. This Option shall not
be affected by any change of employment so long as the Employee continues to be
an employee of the Bank or one of its Subsidiaries.
9. DISABLED EMPLOYEE. In the event of termination of employment because
of the Employee becoming a Disabled Employee, the Employee (or his or her
personal representative) may exercise this Option at any time within fifteen
(15) days after such termination to the extent of the number of shares which
were Purchasable hereunder at the date of such termination.
10. DEATH OF EMPLOYEE. Except as otherwise set forth on Schedule A with
respect to the rights of the Employee upon termination of employment under
paragraph (a) of Section 8 hereof, in the event of the Employee's death while
employed by the Bank or any of its Subsidiaries, or within fifteen (15) days
after a termination of such employment (if such termination was neither (i) for
cause nor (ii) voluntary on the part of the Employee and without the written
consent of the Bank), the appropriate persons described in Section 6 hereof or
persons to whom all or a portion of this Option is transferred in accordance
with Section 5 hereof may exercise this Option at any time within a period
ending on the earlier of (a) the last day of the fifteen (15) day period
subsequent to the Employee's death or (b) the expiration date of the Option. If
the Employee was an employee of the Bank at the time of the Employee's death,
this Option may be so exercised to the extent of the number of shares that were
Purchasable hereunder at the date of death. If the Employee's employment
terminated prior to his or her death, this Option may be exercised only to the
extent of the number of shares covered by this Option which were Purchasable
hereunder at the date of such termination.
11. DATE OF GRANT. This option was granted by the Board of Directors of
the Bank on the date set forth in Schedule A (the "Date of Grant").
12. COMPLIANCE WITH REGULATORY MATTERS. The Employee acknowledges that
the issuance of capital stock of the Bank is subject to regulation by various
regulatory authorities, and Employee hereby agrees that the Bank shall not be
obligated to issue any share of Stock upon exercise of this Option that would
cause the Bank to violate any rules, regulations, orders or consent decrees of
any such regulatory authority having jurisdiction over the affairs of the Bank.
13. MISCELLANEOUS.
(a) This Agreement shall be binding upon the parties hereto and
their representatives, successors and assigns.
(b) This Agreement is executed and delivered in, and shall be
governed by the laws of, the State of Georgia.
Page 55 of 99
(c) Any requests or notices to be given hereunder shall be deemed
given, and any elections or exercises to be made or accomplished shall be deemed
made or accomplished, upon actual delivery thereof to the designated recipient,
or three (3) days after deposit thereof in the United States mail, registered,
return receipt requested, and postage prepaid, addressed, if to the Employee, at
the address set forth below, and if to the Bank, to the executive offices of the
Bank at 0000 Xxxx Xxxxxx Xxxxxx, Xxx 0000, Xxxxxx, Xxxxxxx 00000.
(d) This Agreement may not be modified except in writing executed
by each of the parties hereto.
IN WITNESS WHEREOF, the Board of Directors of the Bank has caused this
Stock Option Agreement to be executed on behalf of the Bank and the Bank's seal
to be affixed hereto and attested by the Secretary or an Assistant Secretary of
the Bank, and the Employee has executed this Stock Option Agreement under seal,
all as of the day and year first above written.
XXXXXX BANK & TRUST CO. EMPLOYEE
By: /s/ Xxxx X. Xxxxxxxxxx, III By: /s/ X. Xxxxxx Xxxxxx
---------------------------- ---------------------
Name: Xxxx X. Xxxxxxxxxx, III Name: X. Xxxxxx Xxxxxx
Title: Chairman
Address:
ATTEST:
/s/ Xxxxx X. Xxxxxxx
--------------------
Xxxxx X. Xxxxxxx
Secretary/Assistant Secretary
(SEAL)
Page 56 of 99
SCHEDULE A
TO
STOCK OPTION AGREEMENT
BETWEEN
XXXXXX BANK & TRUST CO.
AND
XXXXXX XXXXXX
Dated: April 18, 1996
1. NUMBER OF SHARES SUBJECT TO OPTION: One Thousand (1,000) Shares.
2. THIS OPTION (Check One) [X] IS [ ] IS NOT AN INCENTIVE STOCK OPTION
3. OPTION EXERCISE PRICE: $13.47 per Share.
4. DATE OF GRANT: April 18, 1996
5. OPTION VESTING SCHEDULE:
Check one:
( ) Options are exercisable with respect to all shares on or after
the date hereof
(X) Options are exercisable with respect to the number of shares
indicated below on or after the date set next to the number of
shares:
No. of Shares Vesting Date
------------- -------------
500 Date of Grant
100 1 year after Date of Grant
100 2 years after Date of Grant
100 3 years after Date of Grant
100 4 years after Date of Grant
100 5 years after Date of Grant
6. OPTION EXERCISE PERIOD:
Check one:
(X) All options expire and are void unless exercise on or before 10
years after Date of Grant.
Page 57 of 99
( ) Options expire and are void unless exercised on or before the
date indicated next to the number of shares:
No. of Shares Expiration Date
------------- ---------------
7. Effect of Termination of Employment of Optionee (if different from that
set forth in Sections 8 and 10 of the Stock Option Agreement):
Not different from that set forth in Sections 8 and 10.
Page 58 of 99
SCHEDULE B
NOTICE OF EXERCISE
The undersigned hereby notifies Xxxxxx Bank & Trust Co. (the "Bank") of
this election to exercise the undersigned's stock option to purchase
____________________ (______) shares of the Bank's $5.00 par value common stock
pursuant to the stock Option Agreement (the "Agreement") between the undersigned
and the Bank dated _______________. Accompanying this Notice is a certified or a
cashier's check in the amount of $_______________ payable to the Bank, such
amounts being equal, in the aggregate, to the purchase price per share set forth
in Section 3 of the Agreement multiplied by the number of said shares being
hereby purchased (in each instance subject to appropriate adjustment pursuant to
Section 7 of the Agreement).
IN WITNESS WHEREOF, the undersigned has set his hand and seal, this
_____ day of _______________, 19___.
EMPLOYEE [OR EMPLOYEE'S ADMINISTRATOR,
EXECUTOR OR PERSONAL
REPRESENTATIVE]
Name:
----------------------------------
Position (if other than Employee):
Page 59 of 99
