Exhibit 10.16
MAIN STREET BANKS, INC.
OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
WITH
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THIS INCENTIVE STOCK OPTION AGREEMENT (the "Option Agreement") is made
and entered into effective as of the ____ day of _____________, by and between
MAIN STREET BANKS, INC. (the "Company") and ___________________, a resident of
the State of Georgia (the "Optionee") and an employee of the Company or one of
its Subsidiaries. This Option Agreement is entered into by the Company and the
Optionee pursuant to the Main Street Banks, Inc. Omnibus Stock Ownership and
Long Term Incentive Plan (the "Plan"). The Plan is incorporated herein by
reference and made a part of this Option Agreement. Defined terms in the Plan
shall have the same definition herein.
1. STOCK OPTION.
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The Company hereby grants to Optionee the option (the "Option") to
purchase _________________________________________ shares (the "Shares") of the
Common Stock of the Company in accordance with the terms and subject to the
restrictions hereinafter set forth.
The Option has been granted on the effective date of this Option
Agreement and shall terminate on October 10, 2010 (the "Option Period"), unless
sooner terminated in whole or in part upon the earlier of:
(a) immediately as of the date that the Optionee ceases to be an
Eligible Employee by reason of a Just Cause Termination or
voluntarily by the Eligible Employee without the consent of the
Company;
(b) twelve (12) months after the date that the Optionee ceases to be
an Eligible Employee by reason of Death or Disability; or
(c) ninety (90) days after the date that the Optionee ceases to be an
Eligible Employee for any reason, other than as stated in (a) and
(b) above; provided that if the Optionee dies during the one year
period following termination of his or her employment by reason
of Disability and before the Option otherwise lapses, the Option
shall lapse one year after the Optionee's death.
2. EXERCISE OF OPTION.
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The Option granted hereunder may be exercised only during the period
(the "Exercise
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Period") commencing on the effective date of this Option Agreement and ending on
the date that the Option is terminated under paragraph 1 above; provided that
the Option may be exercised only to the extent that this Option has vested and
is exercisable as provided hereinafter and in the Plan. The Option may be
exercised in lots of not less than one hundred (100) Shares each unless the
exercise for a lesser number of Shares would exhaust the number of Shares
available for purchase at the time of exercise.
The Option shall be exercised by written notice directed to the
Secretary of the Company. Such written notice shall be accompanied by payment in
full of the Exercise Price for the number of Shares specified in such written
notice. The payment may be made in cash or by check or by shares of the Common
Stock as described in Section 3.4(d) of the Plan having a Fair Market Value as
of the date of delivery equal to the Exercise Price.
3. EXERCISE PRICE.
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The price per share at which Shares may be purchased pursuant to
exercise of the Option (the "Exercise Price") shall be $11.9375 per Share.
4. VESTING OF OPTION.
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(a) YEARS OF SERVICE. The Option hereby granted shall vest
only during the Optionee's continuous employment as an Eligible Employee with
the Company and/or any Subsidiary, and shall be exercisable by the Optionee only
upon and after such vesting and prior to its termination in accordance with the
following schedule:
One-fifth (1/5) of Shares Commencing on the 1st anniversary
of October 11, 2000
Additional one-fifth (1/5) of Shares Commencing on the 2nd anniversary
of October 11, 2000
Additional one-fifth (1/5) of Shares Commencing on the 3rd anniversary
of October 11, 2000
Additional one-fifth (1/5) of Shares Commencing on the 4th anniversary
of October 11, 2000
Additional one-fifth (1/5) of Shares Commencing on the 5th anniversary
of October 11, 2000
(b) EARLIER VESTING. Notwithstanding the provisions of
subparagraph (a) above, and in accordance with the provisions of Section 3.6 of
the Plan, in the event of a Change in Control (as defined in the Plan) during
the Optionee's employment with the Company and/or any Subsidiary, the Option
hereby granted shall vest with respect to all of the Shares immediately prior to
such
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Change in Control. To the extent that this provision causes ISO's to exceed the
dollar limitation set forth in Section 3.1(b) of the Plan, the excess Options
shall be deemed to be Non-Qualified Options.
5. NONTRANSFERABILITY.
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The Option is not transferable except by will or by the laws of descent
and distribution.
6. LIMITATION OF RIGHTS.
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The Optionee or the personal representative of the Optionee shall have
no rights as a stockholder with respect to the Shares covered by the Option
until the Optionee or the personal representative of the Optionee shall become
the holder of record of such Xxxxxx. Neither the Plan, the granting of the
Option, nor this Option Agreement shall impose any obligation on the Company or
any Subsidiary to continue the employment of the Optionee.
7. STOCK RESERVE.
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The Company shall at all times during the Exercise Period under this
Option Agreement reserve and keep available such number of Shares of Common
Stock as will be sufficient to satisfy the requirements of this Option Agreement
and shall pay all original issue taxes (if any) on the exercise of the Option
and all other fees and expenses necessarily incurred by the Company in
connection therewith.
8. OPTIONEE'S COVENANT.
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The Optionee hereby agrees to use his best efforts to provide services
to the Company and/or the Subsidiary which is the Optionee's employer in a
workmanlike manner and to promote the Company's or Subsidiary's interests.
9. RESTRICTIONS ON TRANSFER AND PLEDGE.
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Except as provided in Section 5 hereof, the Option and all rights and
privileges granted hereunder shall not be transferred, assigned pledged or
hypothecated in any way, whether by operation of law or otherwise, and shall not
be subject to execution, attachment or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of the Option or any
right or privilege granted hereunder, except as provided herein, or upon the
levy or any attachment or similar process upon the rights and privileges herein
conferred, the Option and the rights and privileges hereunder shall become
immediately null and void.
10. RESTRICTIONS ON ISSUANCE OF SHARES.
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If at any time the Board of Directors of the Company shall determine, in
its discretion, that listing, registration or qualification of the Shares
covered by the Option upon any securities exchange
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or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition to the
exercise of the Option, the Option may not be exercised in whole or in part
unless and until such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Board of Directors of the Company.
11. PLAN CONTROLS.
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In the event of any actual or alleged conflict between the provisions of
the Plan and the provisions of this Option Agreement, the provisions of the Plan
shall be controlling and determinative.
12. INTERPRETATION.
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It is the intent of the parties hereto that the Option qualify for
incentive stock option treatment pursuant to, and to the extent permitted by,
Section 422 of the Internal Revenue Code of 1986 as amended. All provisions
hereof are intended to have, and shall be construed to have, such meanings as
are set forth in applicable provisions of the Code and Treasury Regulations to
allow the Option to so qualify.
IN WITNESS WHEREOF, the Company, acting by and through its duly
authorized officers, has caused this Option Agreement to be executed and the
Optionee has executed this Option Agreement, all as of the day and year first
above written.
MAIN STREET BANKS, INC.:
By:
Xxxxxx X. Xxxxxxxx, President
OPTIONEE:
By:
_______________________
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