EXHIBIT 99.1
CITIZENS HOLDING CORPORATION STOCK OPTION PLAN
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SECTION I
PURPOSE
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The purpose of this Plan is to offer long-term incentives in addition to
current compensation to those directors and executive employees of the
Corporation and its subsidiaries corporations who are responsible for the
successful operation, administration and management of the Corporation and whose
continued contributions are important to the continued success of the
Corporation.
SECTION II
DEFINITIONS
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In this Plan, the following words and expressions shall have the meaning
hereinafter assigned to them:
(a) "Board of Directors" means the Board of Directors of the Corporation
and its subsidiaries.
(b) "Common Stock" means the authorized Common Stock of the Corporation
with par value of ten cents per share.
(c) "Corporation" means CITIZENS HOLDING CORPORATION, a Florida
corporation.
(d) "Disability" shall mean such incapacitation by reasons of accident or
sickness that a Participant shall be unable to carry on substantially all of the
normal duties of his regular occupation for the Corporation or its subsidiaries.
(e) "Nonqualified Stock Option or Option" means the grant to a Participant
pursuant to this Plan of an option to purchase shares of the Common Stock of
this Corporation.
(f) "Participant" shall have the meaning assigned to that term in Section
IV.
(g) "Plan" means this Stock Option Plan.
(h) "Termination for cause" means the termination of employment because of
gross misconduct on the part of the participant. Gross misconduct is defined as
the participant being unfit to properly render services to the Corporation or
its subsidiaries because of drug dependence, gross insubordination, gross
neglect of duties, proven dishonesty, or commission of a felony.
SECTION III
BOARD OF DIRECTORS
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3.1 Grant and Exercise Limitations. Subject to the provisions of this
Plan, the Board of Directors shall have exclusive power to select the directors
and executive employees to be granted Options, to determine the number of
Options to be granted to each such director and executive employee so selected,
to determine the time or times when Options will be granted, and to determine
the time or times and the conditions subject to which any Options may be
exercisable.
3.2 Plan Administration. The Board of Directors shall have full authority
and power to interpret and administer this Plan. All decisions, determinations,
and directions made or given by the Board of Directors under this Plan shall be
final and conclusive.
SECTION IV
PARTICIPANTS
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4.1 Participant. A "Participant" shall mean a director or executive
employee of the Corporation or its subsidiaries who shall be selected by the
Board of Directors to participate in this Plan. The Board of Directors shall be
the sole judge in determining who shall be a Participant. In making its
determination, the Board of Directors shall consider the relative contribution
of each director or executive employee to the profits of the Corporation or its
subsidiaries, his loyalty, general attitude, ingenuity, initiative, and such
other factors as the Board of Directors may deem material.
4.2 Eligibility Rules. The Board of Directors from time to time may
adopt, amend, or revoke such definitions, rules, and procedures as it may deem
advisable for its own purpose to guide it in determining which of the directors
or executive employees of the Corporation or its subsidiaries it shall deem
eligible to be Participants under this Plan.
SECTION V
NONQUALIFIED STOCK OPTIONS
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5.1 Option Certificate. Any Nonqualified Stock Option granted pursuant to
this Plan shall be evidenced by a Stock Purchase Agreement ("Agreement") in such
form as the Board of Directors shall from time to time approve. The terms,
conditions, and limitations upon which such Nonqualified Stock Option shall be
granted need not appear on such Agreement but the grant of such Nonqualified
Stock Option, as evidenced by the Agreement issued therefor, shall be subject
to such terms, conditions, and limitations as the Board of Directors shall
determine and shall be subject to each and every provision of this Plan.
5.2 Option Price. The option price per share for which any Nonqualified
Stock Option shall be exercisable shall be set out at the discretion of the
Board of Directors when the option is granted; however, the option price shall
be no less than the higher of the fair market value or the par value of the
option shares at the time the Option is awarded. If the Corporation's shares
are not publicly traded at the time the Option is awarded, book value may be
utilized in lieu of fair market value.
5.3 Term of Option. Every Nonqualified Stock Option granted hereunder
shall expire on the twentieth anniversary of the date such Option was granted,
such date herein being referred to as the "expiration date".
5.4 Exercise of Option. Unless otherwise specified by the Board of
Directors, a Nonqualified Stock Option granted hereunder may be exercised at any
time prior to the expiration date.
5.5 Delivery of Stock Upon Exercise. Shares of Common Stock purchased
upon the exercise of any Nonqualified Stock Option shall be paid in full at the
time of purchase. Nonqualified Stock Options which are exercisable may be
exercised from time to time by written notice to the Corporation stating the
number of shares with respect to which the option is being exercised. At such
time, and subject to the provisions of paragraph 7.6, the Corporation shall,
without transfer or issue tax to the Participant (or other person entitled to
exercise such option), deliver to the Participant (or other person entitled to
exercise such option) at the principal office of the Corporation, or at such
other place as shall be mutually acceptable, a certificate or certificates for
such shares upon payment of the option price in full by certified or cashier's
check or the equivalent thereof acceptable to the Corporation; provided,
however, that the time of such delivery may be postponed by the Corporation for
such period as may be required for it with reasonable diligence to comply with
any requirements of law. If the Participant (or other person entitled to
exercise the option) fails to accept delivery of and pay for all of the shares
specified in such notice upon tender of delivery thereof, such person's right to
exercise the Nonqualified Stock Option with respect to such undelivered shares
may be terminated by the Board of Directors in their sole discretion.
5.6 Conditions Precedent. As a condition to the issuance of any Common
Stock to a Participant hereunder, the Participant shall be required to comply
with the requirements of paragraphs 7.6 and 7.8 thereof.
5.7 No Dividend or Voting Rights. The award of a Nonqualified Stock
Option under this Plan shall not entitle the Participant to any dividend or
voting rights or any other rights of a shareholder with respect to the shares
covered by such Nonqualified Stock Option.
5.8 Number of Shares. The maximum number of shares for which Nonqualified
Stock Options may be granted under the Plan shall not at any time exceed in the
aggregate one hundred thousand (100,000) shares of the stock of the Corporation.
5.9 No Alienation. No director or employee of the Corporation or its
subsidiaries, or any other person shall have any claim or right to be granted a
Nonqualified Stock Option under this Plan. The Nonqualified Stock Options
registered in the name of any Participant shall not be subject to voluntary or
involuntary alienation and no Participant shall have any right to assign,
alienate, encumber, transfer, or otherwise dispose of or alienate any present or
future right or expectancy which such Participant may have at any time with
respect to such Nonqualified Stock Options; each Participant's interest therein
being hereby made nonassignable and nontransferable, except in the event of the
Participant's death as provided in paragraph 6.2.
SECTION VI
CONDITION OF SERVICE OR EMPLOYMENT
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6.1 Termination of Service or Employment. In the event that a
Participant's service or employment with Corporation or its subsidiaries is
terminated without cause, including normal retirement as provided in paragraph
6.2, such Participant shall retain the right to exercise Options granted through
the duration of the Participant's Stock Purchase Agreement. In the event that a
Participant's service or employment with the Corporation or its subsidiaries is
terminated for cause, the Participant shall forfeit the right to exercise any
unexercised options pursuant to the Participant's Stock Purchase Agreement.
6.2 Death or Disability. Subject to the conditions hereinafter provided,
if a Participant's service or employment with the Corporation or its
subsidiaries shall terminate by reason of the death or disability (with
disability being determined by the Board of Directors pursuant to the Social
Security guidelines for disability) of the Participant, any Nonqualified Stock
Option theretofore granted to such Participant shall become exercisable in whole
or in part by the Participant or his legal guardian through the duration of the
Participant's Stock Purchase Agreement. Upon death, such Nonqualified Stock
Option must be exercised by the decedent's personal representative or other
person to whom such Nonqualified Stock Option shall pass by reason of the death
of the Participant on or before one year of the Participant's death.
6.3 Tax Matters. The grant of any Nonqualified Stock Option hereunder and
the exercise thereof shall be subject to withholding of income, employment, and
other employee withholding taxes required to be withheld by law.
SECTION VII
GENERAL PROVISIONS
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7.1 Term of Plan. This Plan shall become effective upon its adoption by
the Board of Directors and shall remain in effect, unless terminated by the
Board of Directors. The termination of this Plan shall not affect any
Nonqualified Stock Options theretofore granted under this Plan which have not
been exercised as of the date of termination, and such Nonqualified Stock
Options shall remain exercisable in accordance with their terms notwithstanding
the termination of this Plan.
7.2 No Guarantee of Employment. Neither the action of the Corporation in
establishing this Plan nor any action taken pursuant to the provisions hereof,
nor any provision of this Plan, shall be construed as giving any Participant the
right to be retained in the employ of the Corporation or its subsidiaries for
any period of time.
7.3 Strict Compliance. No person shall have any claim to be granted or
receive any Nonqualified Stock Option except in strict conformity with the
provisions of this Plan and no member of the Board of Directors, or officer or
employee of the Corporation or its subsidiaries, or any other person shall have
authority to enter into any agreement with any person for the award or grant of
a Nonqualified Stock Option or to make any representation or warranty with
respect thereto, except in accordance with this Plan.
7.4 No Liability. No member of the Board of Directors shall have any
liability for any decision or action taken pursuant to this Plan if made in good
faith and the Corporation shall save, protect, indemnify, and hold harmless each
member of the Board of Directors acting in good faith pursuant to this Plan
against any loss or expense arising therefrom to include reasonable attorneys'
fees for all proceedings, trials, and appeals.
7.5 Administrative Expense. The expense of administering this Plan shall
be paid by the Corporation.
7.6 Modification of Number of Shares. Subject to the liminations
contained in paragraph 5.8 of this Plan, in the event of a stock dividend, or
a stock split-up, or in the event of a "corporate transaction" as defined in
Treasury Regulation Section 1.425-1(b)(ii), any unexercised Nonqualified
Stock Option and the unexercised portion of any partially exercised
Nonqualified Stock Option, granted prior to the date of such stock dividend,
stock split-up, or corporate transaction, as the case may be, shall be deemed,
without any further corporate action, to be automatically modified as required
to equitably take into account any such stock dividend, stock split-up, or
corporate transaction, to the extent permitted under Treasury Regulation Section
1.425-1 et al. The Board of Directors shall have the right to interpret this
provision, and shall have the right to determine the number of shares for which
any such Nonqualified Stock Option shall be exercisable, and shall have the
right to adjust the option price per share as required to so equitably take into
account such action to the extent permitted by said Treasury Regulations. Any
such determination or adjustment made by the Board of Directors shall be binding
and conclusive.