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EXHIBIT 10.6
BONUS AND STOCK OPTION AGREEMENT
This Bonus and Stock Option Agreement ("Agreement") is made and
entered into effective as of the 23rd day of September, 1998 by and between
WGNB CORP., a Georgia corporation ("Corporation"), and X. X. Xxxxxx, III, a
resident of the State of Georgia ("Individual").
WHEREAS, Individual is an employee and officer of the Corporation's
wholly owned subsidiary, West Georgia National Bank, a national banking
association ("Bank"); and
WHEREAS, the Board of Directors of the Corporation has adopted
resolutions approving the adoption of a plan providing for the payment of a
bonus in the form of cash and the grant of stock options to Individual and
WHEREAS, the terms and conditions of this Agreement are in addition to
any and all agreements relating to the employment of Individual by the
Corporation or its subsidiaries, including, but not limited to, the employee
bonus plan implemented by the Corporation ("Corporation Plan") and the
employment relationship by and between Individual and the Bank.
Now, therefore, in consideration of the mutual promises and covenants
contained herein and other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
SECTION 1 - CASH BONUS
In addition to the annual salary paid by the Corporation to Individual
pursuant to the employment relationship between such parties, and the bonus due
to Individual pursuant to the employee bonus program of the Corporation,
Corporation agrees to pay to Individual in consideration for services rendered
as Villa Rica City Executive of the Bank an annual cash bonus, commencing with
a bonus calculated as to the period ended December 31, 1998, in an amount to be
determined as follows:
1.1 The annual cash bonus shall be a performance-based calculation
with the performance criteria for each applicable year to be (a) the return on
assets ("ROA") of the Corporation, as determined before the calculation of the
amount due to Individual pursuant to this Section 1 but after the calculation
of bonuses due pursuant to the Corporation Plan and after the determination of
federal and state income taxes based on the Corporation's consolidated
financial statements prepared in conformance with the uniform bank performance
ratios promulgated by the Federal Financial Institutions Examining Council,
applied on a consistent basis as determined by the Corporation's
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independent certified public accountant ("Financial Statements"), (b) the then
most recent Community Reinvestment Act Rating (the "CRA Rating") of the Bank,
(c) loan growth of the Bank, (d) past due loans expressed as a percentage of
gross loans, (e) net loan charge-offs as a percentage of average net loans, (f)
criticized assets as a percentage of capital, and (g) classified assets of the
Bank, all as determined pursuant to the terms and conditions of Exhibit "A"
attached hereto and incorporated herein by reference.
1.2 Individual shall aggregate points on an annual basis based upon
specific levels of ROA of the Corporation,, CRA Rating of the Bank, and the
factors set forth in Section 1.1(c) through 1.1(g) of this Agreement. The
points to be aggregated by Individual for each year for the purpose of the
bonus calculation set forth above will be determined in accordance with the
schedule set forth on Exhibit "A". The percentages applicable to the provisions
of Exhibit "A" shall be rounded as set forth on Exhibit "A". The bonus due to
Individual for each applicable year shall be equal to (a) the aggregate number
of points accrued for the applicable year, divided by, (b) 160 and (c) the
resulting quotient will constitute a percentage which will be multiplied by
Corporation's net income for the applicable year based upon the Corporation's
Financial Statements, after the determination of federal and state income
taxes, but before the calculation of bonuses under the Corporation Plan, other
employee bonuses, and the bonus due under this Agreement. The resulting product
shall constitute the cash bonus due to individual for the applicable year
("Cash Bonus"). Notwithstanding the foregoing, the Cash Bonus for the period
ending December 31, 1998 shall be 50 percent of the amount determined in the
manner described above. Exhibit "B" attached hereto exemplifies the method set
forth in this Agreement for determining the Cash Bonus for the period ended
December 31, 1998. Exhibit "B " is provided solely as an example and the
calculations set forth on Exhibit "B" do not represent any obligation or
projection of the Corporation relating to the Cash Bonus due to Individual
pursuant to this Section 1 or the options due to Individual pursuant to Section
2 of this Agreement.
1.3 Once per calendar quarter; Individual shall be allowed to receive
an advance against the amount of the Cash Bonus due to Individual for the
applicable calendar year in an amount not to exceed 50% of the anticipated Cash
Bonus attributable to such calendar quarter, as determined by the Board of
Directors, or the Executive Committee, of the Corporation in its sole
discretion. During the month of December, Individual may draw as an advance an
additional amount against the Cash Bonus due for such calendar year in an
amount to be determined in the sole discretion of the Board of Directors, or
Executive Committee, of the Corporation. In the event the aggregate amount of
advances paid to Individual against the Cash Bonus due for a calendar year
exceeds the actual amount of the Cash Bonus due to Individual for such year
pursuant to Section 1.2, Individual shall remit the resulting excess amount to
the Corporation not later than 15 days after calculation of the amount due. In
the event the amount advanced against the Cash Bonus to Individual for a
calendar year is less than the Cash Bonus due to Individual for such year, the
remaining amount due to Individual shall be paid within 15 days after the
calculation of the amount due. In the event Individual terminates
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employment with the Bank for any reason (other than death or disability) during
a particular calendar year, this Agreement shall terminate and Individual shall
be entitled only to the amount of Cash Bonus already paid for that year, plus
any unpaid amounts attributable to prior years. In the event Individual's
employment with the Bank terminates by reason of death or disability,
Individual's estate (or in the case of disability, Individual) shall be
entitled to a pro rata portion of the Cash Bonus determined under the method
set forth above, based on the portion of the applicable year that Individual
was employed by the Bank.
SECTION 2 - STOCK OPTION
2.1 Corporation grants to Individual the option to acquire shares of
the common stock of Corporation on an annual basis ("Option Shares"), pursuant
to the WGNB Corp. Incentive Stock Option Plan ("ISO Plan"), in an amount equal
to the quotient (rounded to the nearest whole share) which shall be determined
by dividing (a) the Cash Bonus due to Individual pursuant to Section 1 for the
applicable year, by (b) the Market Value Per Share of the common stock of
Corporation, as determined by the ISO Plan, as of December 31 of the applicable
year. All Option Shares granted to Individual shall be subject to and governed
by the terms and conditions of the ISO Plan and a Stock Option Agreement in the
form attached hereto as Exhibit "C" and incorporated herein by reference.
SECTION 3 - TERM
3.1 This Agreement shall be effective as of the date first indicated
above and shall be terminable at any time by written notice of either party to
the other party.
SECTION 4 - MISCELLANEOUS
4.1 Neither the obligation of the Corporation to pay to Individual the
Cash Bonus pursuant to Section 1 of this Agreement nor the grant of the option
to acquire common stock of the Corporation pursuant to Section 2 of this
Agreement confers any right upon Individual with respect to the continuation of
employment with the Corporation. Nothing contained herein shall be construed as
interfering with or restricting the right of the Corporation or of Individual
to terminate employment at any time, with or without cause.
4.2 Notwithstanding any provision of this Agreement to the contrary,
in the event (a) the CRA Rating of the Bank for any calendar year of this
Agreement is "Needs to Improve" or "Substantial Noncompliance", (b) the
percentage of past due loans, as
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determined in accordance with Exhibit "A," is 7.01% or greater for any
calendar year of this Agreement, (c) the percentage of net loan charge-offs as
determined by Exhibit "A" is 1.01% or greater for any calendar year of this
Agreement or, (d) the percentage of classified assets as a percent of capital
is 44.01% or greater for any calendar year of this Agreement, then, in such
event, for as long as such condition set forth in (a) through (d), inclusive,
remains in effect, Individual shall not be entitled to receive and the
Corporation shall not be required to pay a Cash Bonus for such year or years
pursuant to Section 1 and the Corporation shall have no obligation to grant a
stock option for such year or years pursuant to Section 2 of this Agreement.
4.3 Any notices or other communications to any party pursuant to or
relating to this Agreement and the transactions provided for herein shall be
deemed to be given, delivered or received when delivered personally or three
days after being deposited in the United States Mail, registered or certified,
and with proper postage and registration and certification fees prepaid,
addressed to the parties for whom intended at the addresses indicated for each
party as set forth below:
Company: Individual:
WGNB CORP. X. X. Xxxxxx
000 Xxxxx Xxxxxx 000 Xxxxx Xxxxxx Xxxxx
Post Office Box 280 Villa Rica, GA 30180
Xxxxxxxxxx, XX 00000
Attn: President
4.4 This Agreement shall be governed by the laws of the State of
Georgia.
4.5 This Agreement may be executed with counterpart signature pages,
all of which together shall constitute one and the same Agreement.
4.6 The terms of this Agreement, including the rights and obligations
of the parties hereunder, shall not supersede or amend any additional agreement
of the parties with respect to the employment of Individual by Corporation or
any compensation for services performed under such agreements, including, but
not limited to, the consideration paid pursuant to the employment relationship
between the Bank and Individual and any employee bonus plan utilized by
Corporation. This Agreement shall inure to the benefit of and be enforceable by
and binding upon the successors and assigns of each party, including the
personal or legal representatives, executors, administrators, heirs, and
legatees of Individual.
4.7 This Agreement may be amended in any manner at any time by the
Board of Directors, or the Executive Committee, of the Corporation, provided,
however, that no amendment shall affect Individual's right to receive any Cash
Bonus accrued by the Corporation prior to the date of such amendment. No
amendment, modification or
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alteration of the terms or provisions of this Agreement shall be binding unless
the same shall be in writing and duly executed by the Corporation.
4.8 Time is of the essence in this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement the
day and year first written above.
Attest: WGNB CORP.
By: /s/ Xxxxxx X. Xxxxx By: /s/ L. Xxxxxxxx Xxxxxx
------------------------ ----------------------------
Its: Secretary/Treasurer L. Xxxxxxxx Xxxxxx, President
-------------------
(Corporate Seal)
X. X. Xxxxxx
Witness:
/s/ Xxxxxx Xxxxxx /s/ X. X. Xxxxxx
----------------- ----------------
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EXHIBIT A
POINT VALUES USED IN DETERMINING CASH BONUS
1) Community Reinvestment Act (CRA) Rating
*The rating the bank is operating with as of December 31 of the year in
question.
CRA Rating Points:
---------- -------
Outstanding 4
Satisfactory 1
Needs Improvement No Bonus
Substantial Non-Compliance No Bonus
2) Return on Assets:*
*After income taxes and normal employee bonus.
ROA 0.8% 0.9% 1.0% 1.1% 1.2% 1.3% 1.4% 1.5% 1.6%
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POINTS: 0 8.1 10 12.1 14.4 16.9 19.6 22.5 25.6
3) Loan Growth (Gross Loans minus ICNE, does not include unplanned
overdrafts) *Determined by the growth of loans based on the average EOM
for each month in the subject year as compared to the same data from
the year earlier and expressed as a percent increase over the previous
year.
Growth%:
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 ...
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Points: 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 ...
(Interpolate to the nearest .00%)
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4) Past Due Loans (30 days or more past due, expressed as a % of Gross
Loans)
Calculated by using the "Total Percentage" as reported to the
Board of Directors for each month January through December and
averaging.
% Past Due:
0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 12.0 ...
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Points: 6 4 2 0 -2. -4. -6. -8.
7.01% or higher:
No Bonus
(Interpolate to nearest .00)
5) Net Loan Charge-off (Charge-offs minus Recoveries, Expressed as a % of
Average Gross Loans)
% Net Loan Charge-offs:
-.60 -.50 -.40 -.30 -.20 -.10 0 .10 .20 .30 .40 .50 .60 .70 .80 .90 1.0 1.2
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Points: ...5.5 5.0 4.5 4.0 3.5 3.0 2.5 2.0 1.5 1.0 .5 0 -2. -4. -6. -8. -10.
1.01 and higher:
No Bonus
(Interpolate to nearest .00)
6) Criticized Assets (OAEM)
% Criticized Assets as a percent of capital:
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18
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Points: 5.0 4.5 4.0 3.5 3.0 2.5 2.0 1.5 1.0 .5 0 0 0 0 0 0 -.5 -1.0 -1.5
(Interpolate to nearest .00%)
Determined by averaging the near month-end reports by the Loan Review
Officer January through December
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7) Classified Assets (Substandard/Doubtful/Loss)
(Regulatory Classified Assets)
% Classified Assets as a percent of capital:
0 2 4 6 8 10 12 14 16 18 20 22 24 25 26 28 30 32 34 36 38 40 42 44 45 46 48
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Points 22 20 18 16 12 10 8 6 4 2 0 0 0 0 0 0 0 -0 -0 -00 -00 -00 -00 -00
No Bonus
The points range moves downward (to the left) 1% of classified assets
each year for the next 5 years.
Determined by averaging the near month-end reports by the Loan Review
Officer January through December.
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Exhibit B
CASH BONUS CALCULATION EXAMPLE
X.X. Xxxxxx III
Executive Bonus Calculation
For the Year 1998
1. COMMUNITY REINVESTMENT ACT (CRA) RATING:
A. CRA Rating "Outstanding"
B. Points: 4.00
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2. RETURN ON ASSETS:
A. Net Income, After Tax, Pre-bonus 3,755,519
Average Consolidated Regulatory Assets 215,346,400
1.7439%
B. Points: ROA(2) x 10 = 30.41
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3. LOAN GROWTH
A. Net Average Loans 1998 161,489,106
Net Average Loans 1997 142,664,849
Percent Change 13.19%
B. Points:
Growth Percent = points (1:1) 13.19
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4. PAST DUE LOANS (30 DAYS OR MORE) AS A PERCENT OF GROSS LOANS A.
Calculation:
From Board of Directors Reports, Average of
Monthly Total Percentage January through
December, 1998 (estimate 2.23%
B. Points:
2.00 equal 2 points, 3.00 equals 0 points
Interpolation 1.55
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5. NET CHARGE-OFFS AS A PERCENT OF AVERAGE GROSS LOANS
A. Calculation: Estimate
Net Charge-offs - 1998 (Thru 6/30) (19,929)
Avg Net Loans - 1998 (estimate 3 above) 161,489,106
Percent Net C/O to Avg Net Loans -0.01%
B. Points:
0.0% = 2.50 points, -0.10% = 3.00 points
Interpolation 2.50
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6. CRITICIZED ASSETS (OAEM) AS A PERCENT OF CAPITAL
A. Calculation:
From the Board Reports Prepared by the Loan
Review Officer, the Average Monthly Percent of
OAEM Loans to Capital is 6.50%
B. Points:
6.00% = 2.0 points, 7.00% = 1.5
Interpolation 1.75
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7. CLASSIFIED ASSETS (SUBSTANDARD, DOUBTFUL, LOSS)
AS A % OF CAPITAL
A. Calculation:
From the Board Reports prepared by the Loan Review Officer, the
Average Monthly % of S, D,
& L Loans is 25.93%
B. 24.00% = 0 points, 26.00% = 0 points, 28.00% =
0 points 0.00
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8. BONUS CALCULATION
Total Points from 1 through 7 above 53.408
Divided by 160 = Percent Bonus 0.33%
Times .5 multiplier 50.00%
Times Net Income, After Tax, Pre-Bonus 3,755,519
= 1998 Estimated Bonus Amount 6,267.98
Less: 1st qtr draw N/A
2nd qtr draw N/A
3rd qtr draw 0.00
4th qtr draw 0.00
Equals: Estimated Amount Due
X. X. Xxxxxx in January 1999 6,267.98
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Exhibit C
FORM OF WGNB CORP.
INCENTIVE STOCK OPTION AGREEMENT
This Incentive Stock Option Agreement ("Agreement"), dated as
of________________ (the "Date of Grant"), is made and entered into by WGNB
CORP., a Georgia corporation ("WGNB") and X. X. XXXXXX III (the "Grantee"), who
is an employee or officer of WGNB or one of its subsidiaries (the Grantee's
employer is sometimes referred to herein as the "Employer").
WHEREAS, this Board of Directors of WGNB (the "Board") has adopted the
WGNB CORP. Incentive Stock Option Plan (the "Plan") and the shareholders adopted
the Plan on March 8, 1994;
WHEREAS, the Plan provides for the granting of incentive stock options
by the Executive Compensation and Management Succession Committee (the
"Committee') to employees of WGNB or any subsidiary of WGNB to purchase shares
of the common stock of WGNB, par value $2.50 per share (the "Stock"), in
accordance with the terms and provisions thereof and
WHEREAS, the Committee considers the Grantee to be a person who is
eligible for a grant of incentive stock options under the Plan, and has
determined that it would be in the best interest of WGNB to grant the incentive
stock options documented herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Grant of Option
Subject to the terms and conditions hereinafter set forth, WGNB, with
the approval and at "the direction of the Committee, hereby grants to the
Grantee, as of ____________, ___, 2000 (the "Date of Grant"), an option to
purchase up to ________________________ shares of Stock at a price
of_______________ dollars ($_._) per share, which is one hundred percent (lOO%)
the fair market value. Such option is hereinafter referred to as the "Option"
and the shares of stock purchasable upon exercise of the Option are hereinafter
sometimes referred to as the "Option Shares". The Option is intended by the
parties hereto to be, and shall be treated as, an incentive stock option, as
such term is defined under Section 422 of the Internal Revenue Code of 1986, as
amended ("Code").
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2. Exercise of Option
Subject to such further limitations as are provided herein, the Option
shall become exercisable on the fifth anniversary of the Date of Grant.
3. Termination of Option
(a) The Option and all rights hereunder with respect thereto, to
the extent such rights shall not have been exercised, shall terminate and become
null and void after the expiration of ten (10) years from the Date of Grant (the
"Option term").
(b) Upon the occurrence of the Grantee's ceasing for any reason to
be employed by the Employer (such occurrence being a "termination of the
Grantee's employment"), the Option, to the extent not previously exercised,
shall terminate and become null and void immediately upon such termination of
the Grantee's employment, except as provided herein.
Upon a termination of the Grantee's employment by reason of
retirement, disability or death, the Option may be exercised during the
following periods, but only to the extent that the Option was outstanding and
exercisable on any such date of retirement, disability or death: (1) the
one-year period following the date of the Grantee's death, in the case of the
Grantee's death during his employment by the Employer and (ii) the three-month
period following the date of such termination in the case of termination of
employment due to the retirement or disability of the Grantee. In no event,
however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the Grantee, the Option may be
exercised by the grantee's legal representative(s), but only to the extent that
the Option would otherwise have been exercisable by the Grantee.
(d) A transfer of the Grantee's employment between WGNB and any
subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to
be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in
the Plan, if the Grantee shall commit any act or malfeasance or wrongdoing
affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option
shall immediately terminate and be null and void.
4. Exercise of Options
(a) The Grantee may exercise the Option with respect to all or any
part of the number of Option Shares then exercisable hereunder by giving the
Secretary of WGNB
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written notice of intent to exercise. The notice of exercise shall specify the
number of Option Shares as to which the Option is to be exercised and the date
of exercise thereof.
(b) Full payment (in U.S. dollars) by the Grantee of the option
price for the Option Shares purchased shall be made on or before the exercise
date specified in the notice of exercise in cash, or, with the prior written
consent of the Committee, in whole or in part through the surrender of
previously acquired shares of Stock at their fair market value, as determined by
the Committee, on the exercise date.
On the exercise date specified in the Grantee's notice or as soon
thereafter as is practicable, WGNB shall cause to be delivered to the Grantee, a
certificate or certificates for the Option Shares then being purchased (out of
theretofore unissued Stock or reacquired Stock, as WGNB may elect) upon full
payment for such Option Shares. The obligations of WGNB to deliver Stock shall,
however, be subject to the condition that if at any time the Committee shall
determine in its discretion that the listing, registration or Qualification of
the Option Shares upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the Option or
the issuance or purchase of Stock unless such listing, registration,
Qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee.
(c) If the Grantee fails to pay for any of the Option Shares
specified in such notice or fails to accept delivery thereof, the Grantee's
right to purchase such Option Shares may be terminated by WGNB. The date
specified in the Grantee's notice as of the date of exercise shall be deemed the
date of exercise of the Option, provided that payment in full for the Option
Shares to be purchased upon such exercise shall have been received by such date.
5. Adjustment of and Changes in Stock of WGNB
(a) In the event of a reorganization, recapitalization, change of
shares, stock split, spin-off, stock dividend, reclassification, subdivision or
combination of shares, merger, consolidation, rights offering, or any other
change in the corporate structure or shares of capital stock of WGNB,- the
Committee shall make such adjustment as it deems appropriate in the number and
kind of shares of Stock subject to the Option or in the option price; provided,
however, that no such adjustment shall give the Grantee any additional benefits
under the Option.
(b) If the Company shall be a party to any reorganization
involving a merger, consolidation or acquisition of the Stock or the assets of
the Company, the Committee, in its discretion, may:
(i) Declare that the Option granted hereunder shall
become exercisable immediately notwithstanding the provisions of this Agreement
regarding
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exercisability and that the Option shall terminate thirty (30) days after the
Committee gives written notice to Grantee of his immediate right to exercise the
Option and of the Committee's decision to terminate the Option if not exercised
within such thirty-day period; or
(ii) Notify the Grantee that the Option granted hereunder
shall apply with appropriate adjustments as determined by the Committee to the
securities of the resulting corporation to which holders of the number of shares
of Stock subject to the Option would have been entitled.
(c) The adoption of a plan of dissolution or liquidation by the
Board of Directors and the shareholders of the Company shall cause the Option to
terminate to the extent not exercised prior to the adoption of the plan of
dissolution or liquidation by the shareholders; provided, however that the
Committee, in its discretion, may declare that the Option shall become
exercisable immediately notwithstanding the provisions of this Agreement
regarding exercisability; and provided further that in the event of the adoption
of a plan of dissolution or liquidation in connection with a reorganization as
described in the first sentence of subparagraph (b), the Option shall be
governed by and be subject to the provisions of such sentence.
(d) If any rights or warrants to subscribe for additional shares
are given pro rata to holders of outstanding shares of the Stock, the Grantee
shall be entitled to the same rights or warrants on the same basis as holders of
the outstanding shares exercised on or prior to the date of the expiration of
such rights or warrants.
6. Fair Market Value
For purposes of the Plan, the "fair market value" of the shares of
Stock shall be the mean between the high "bid" and the low "asked" prices of the
Stock in the over-the-counter market on the date on which such value is to be
determined or, if no shares were traded on such day, on the next preceding day
on which shares were traded, as reported. If the Stock is not regularly traded
in the over-the-counter market but is registered on a national securities
exchange, the "fair market value" of the shares of Stock shall mean the closing
price of the Stock on such national securities exchange on the day on which such
value is to be determined or, if no shares were traded on such day, on the next
preceding day on which shares were traded, as reported by National Association
of Securities Dealers Automated Quotation Service or other national quotation
service. If the stock is not regularly traded in the over-the-counter market or
registered in a national securities exchange, the Committee shall determine the
fair market value of the common stock in good faith in accordance with Code
Section 422(c)(1) and accompanying Treasury Regulations.
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7. No Rights of Stockholders
Neither the Grantee nor any personal representative shall be, or shall
have any of the rights and privileges of, a stockholder of WGNB with respect to
any shares of Stock purchasable or issuable upon the exercise of the Option, in
whole or in part, prior to becoming the holder of record of such shares.
8. Non-Transferability of Option
During the Grantee's lifetime, the Option hereunder shall be
exercisable only by the Grantee or any guardian or legal representative of the
Grantee, and the Option shall not be transferable except, in case of the death
of the Grantee, by will or the laws of descent and distribution, nor shall the
Option be subject to attachment, execution or other similar process. In the
event of(a) any attempt by the Grantee to alienate, assign, pledge, hypothecate
or otherwise dispose of the Option, except as provided for herein, or (b) the
levy of any attachment, execution or similar process upon the rights or interest
hereby conferred, WGNB may terminate the Option by notice to the Grantee and it
shall thereupon become null and void.
9. Employment Not Affected
The granting of the Option nor its exercise shall not be construed as
granting to the Grantee any right with respect to continuance of employment with
the Employer. Except as may otherwise be limited by a written agreement between
the Employer and the Grantee, the right of the Employer to terminate at will the
Grantee's employment with it at any time (whether by dismissal, discharge,
retirement or otherwise) is specifically reserved by WGNB, as the Employer or on
behalf of the Employer (whichever the case may be), and acknowledged by the
Grantee.
10. Amendment of Option
This Agreement and the terms of the Option may be amended by the Board
or the Committee at any time (i) if the Board or the Committee determines, in
its sole discretion, that amendment is necessary or advisable due to any
addition to or change in the Code or in the regulations issued thereunder, or
any federal or state securities law or other law or regulation, which change
occurs after the Date of Grant and by its terms applies to the Option; or (ii)
other than in the circumstances described in clause (i), with the consent of
WGNB and the Grantee.
11. Notice
Any notices or other communications to any party pursuant to or
relating to this Agreement and transactions provided for herein shall be deemed
to be given, delivered or received when delivered personally or three days after
being deposited in the United
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States Mail, registered or certified, and with proper postage and registration
and certification fees prepaid, addressed to the parties for whom intended at
the addresses indicated for each party as set forth below:
WGNB: Grantee:
WGNB Corp. X. X. XXXXXX III
000 Xxxxx Xxxxxx 000 Xxxxx Xxxxxx Xxxxx
Post Office Box 280 Villa Rica, GA 30180
Xxxxxxxxxx, XX 00000
Attn: President
12. Incorporation of Plan by Reference
The Option is granted pursuant to the terms of the Plan, the terms of
which are incorporated herein by reference, and the Option shall in all respects
be interpreted in accordance with the Plan. The committee shall interpret and
construe the Plan and this instrument and its interpretations and determinations
shall be conclusive and binding on the parties hereto and any other person
claiming an interest hereunder, with respect to any issue arising hereunder or
thereunder.
13. Governing Law
The validity, construction, interpretation and effect of this Agreement
shall exclusively be governed by and determined in accordance with the laws of
the State of Georgia.
14. Counterparts
This Agreement may be executed with counterpart signature pages, all of
which together shall constitute one and the same Agreement.
15. Successors and Assigns
This Agreement shall inure to the benefit of and be enforceable by and
binding upon the successors and assigns of each party, including the personal or
legal representatives, executors, administrators, heirs and legatees of Grantee.
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IN WITNESS WHEREOF, WGNB has caused its duly authorized officers to
execute and attest the Agreement, and to apply to corporate seal hereto, and the
Grantee has placed his or her signature hereon, effective as of the date first
written above.
Attest: WGNB CORP.
By: -------------------------------- By:
-------------------------------- ------------------------------
Its: L. Xxxxxxxx Xxxxxx
---------------------------- Its President
GRANTEE:
------------------------------------ ---------------------------------
Witness X. X. Xxxxxx III
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