Exhibit 10.1
SYNOVUS FINANCIAL CORP.
STOCK OPTION AGREEMENT
[DATE]
THIS AGREEMENT ("Agreement"), dated as of the ___ day of _____,
____, by and between SYNOVUS FINANCIAL CORP. (the "Company"), a Georgia
corporation having its principal office at 1111 Bay Avenue, Suite 500,
Columbus, Georgia, and ___________________________ (the "Option Holder"),
an employee of the Company or a Subsidiary of the Company.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Board of Directors of the Company has adopted the Synovus
Financial Corp. _____ Long-Term Incentive Plan (the "Plan"); and
WHEREAS, the Company recognizes the value to it of the services of the
Option Holder and intends to provide the Option Holder with added incentive and
inducement to contribute to the success of the Company; and
WHEREAS, the Company recognizes the potential benefits of providing
employees the opportunity to acquire an equity interest in the Company and to
more closely align the personal interests of employees with those of other
shareholders; and
WHEREAS, effective ____________, pursuant to the Plan, the
Compensation Committee of the Board of Directors of the Company: (a) granted to
the Option Holder, pursuant to Section 6 of the Plan, an Option in respect of
the number of shares herein below set forth, (b) designated the Option a
Non-Qualified Stock Option, and (c) fixed and determined the Option price and
exercise and termination dates as set forth below.
NOW THEREFORE, in consideration of the mutual promises and
representations herein contained and other good and valuable consideration, it
is agreed by and between the parties hereto as follows:
1. The terms, provisions and definitions of the Plan are incorporated
by reference and made a part hereof. All capitalized terms in this Agreement
shall have the same meanings given to such terms in the Plan except where
otherwise noted.
2. Subject to and in accordance with the provisions of the Plan, the
Company hereby grants to the Option Holder a Non-Qualified Stock Option to
purchase, on the terms and subject to the conditions hereinafter set forth, all
or any part of an aggregate of _________________ shares of the Common Stock
($1.00 par value) of the Company at the purchase price of $_____ per share,
exercisable in the amounts and at the times set forth in this Paragraph 2,
unless the Compensation Committee, in its sole and exclusive discretion, shall
authorize the Option Holder to exercise all or part of the Option at an earlier
date. The Option may be exercised on or after ____________, as provided in the
Plan. Unless sooner terminated as provided in the Plan or in this Agreement, the
Option shall terminate, and all rights of the Option Holder hereunder shall
expire on ____________. In no event may the Option be exercised after
____________.
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3. The Option or any part thereof, may, to the extent that it is
exercisable, be exercised in the manner provided in the Plan. Payment of the
aggregate Option price for the number of shares purchased and any withholding
taxes shall be made in the manner provided in the Plan.
4. The Option or any part thereof may be exercised during the lifetime of the
Option Holder only by the Option Holder and only while the Option Holder is in
the employ of the Company, except as otherwise provided in the Plan.
5. Unless otherwise designated by the Compensation Committee, the
Option shall not be transferred, assigned, pledged or hypothecated in any way.
Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose
of a nontransferable Option or any right or privilege confirmed hereby contrary
to the provisions hereof, the Option and the rights and privileges confirmed
hereby shall immediately become null and void.
6. In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the Company's Stock, any necessary adjustment shall be made in
accordance with the provisions of Section 4 of the Plan.
7. In the event of a Change of Control (as defined in Section 11 of
the Plan), the provisions of Section 11 of the Plan shall apply.
8. Any notice to be given to the Company shall be addressed to the
President of the Company at 1111 Bay Avenue, Suite 500, Columbus, Georgia 31901.
9. Nothing herein contained shall affect the right of the Option
Holder to participate in and receive benefits under and in accordance with the
provisions of any pension, insurance or other benefit plan or program of the
Company as in effect from time to time and for which the Option Holder is
eligible.
10. Nothing herein contained shall affect the right of the Company,
subject to the terms of any written contractual arrangement to the contrary, to
terminate the Option Holder's employment at any time for any reason whatsoever.
11. This Agreement shall be binding upon and inure to the benefit of
the Option Holder, his personal representatives, heirs legatees, but neither
this Agreement nor any rights hereunder shall be assignable or otherwise
transferable by the Option Holder except as expressly set forth in this
Agreement or in the Plan.
Company has issued the Option with foregoing the terms and conditions
in accordance with the provisions of the Plan. You will be deemed to have agreed
to the foregoing terms and conditions of the Option, unless you object by
notifying the Synovus Compensation Department within 30 days after your receipt
of this Agreement.
Agree\stockoptionagreement2004.doc
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