EXHIBIT 10.1
NEWNAN FEDERAL SAVINGS AND LOAN ASSOCIATION
1986 STOCK OPTION AND INCENTIVE PLAN
1. PURPOSE OF THE PLAN. The Plan shall be known as the Newnan Federal
Savings and Loan Association 1986 Stock Option and Incentive Plan (the "Plan").
The purpose of the Plan is to attract and retain the best available personnel as
officers, directors and key employees and to provide additional incentive to
employees of Newnan Federal Savings and Loan Association (the "Association") or
any present or future parent or subsidiary of the Association to promote the
success of the business. The Plan is intended to provide for the grant of
"Incentive Stock Options", within the meaning of Section 422A of the Internal
Revenue Code of 1954, as amended (the "Code") and Non-Incentive Stock Options.
Each and every one of the provisions of the Plan relating to Incentive Stock
Options shall be interpreted to conform to the requirements of Section 422A of
the Code.
2. DEFINITIONS. As used herein, the following definitions shall apply.
(a) "Association" shall mean Newnan Federal Savings and Loan
Association.
(b) "Award" means the grant by the Committee of an Incentive Stock
Option, a Non-Incentive Stock Option, or a Stock Appreciation Right, or any
combination thereof, as provided in the Plan.
(c) "Board" shall mean the Board of Directors of the Association.
(d) "Common Stock" shall mean common stock, par value $1.00 per
share, of the Association.
(e) "Code" shall mean the Internal Revenue Code of 1954, as amended.
(f) "Committee" shall mean the Stock Option Committee appointed by
the Board in accordance with paragraph 4(a) of the Plan.
(g) "Continuous Employment" or "Continuous Status as an Employee"
shall mean the absence of any interruption or termination of employment by the
Association or any present or future Parent or Subsidiary of the Association.
Employment shall not be considered interrupted in the case of sick leave,
military leave or any other leave of absence approved by the Association or in
the case of transfers between payroll locations of the Association or between
the Association, its Parent, its Subsidiaries or a successor.
(h) "Effective Date" shall mean the date specified in Section 15
hereof.
(i) "Employee" shall mean any person employed on a full-time basis by
the Association or any present or future Parent or Subsidiary of the
Association.
(j) "Incentive Stock Option" means an option to purchase Shares
granted by the Committee pursuant to Section 7 hereof which is subject to the
limitations and restrictions of Section 7 hereof and is intended to qualify
under Section 422A of the Code.
(k) "Non-Incentive Stock Option" means an option to purchase Shares
granted by the Committee pursuant to Section 8, which option is not intended to
qualify under Section 422A of the Code.
(l) "Option" shall mean an Incentive Stock Option granted pursuant to
this Plan.
(m) "Optioned Stock" shall mean stock subject to an Option granted
pursuant to the Plan.
(n) "Optionee" shall mean any person who receives an Option.
(o) "Parent" shall mean any present or future corporation which would
be a "parent corporation" as defined in Subsections 425(e) and (g) of the Code.
(p) "Participant" means any director, officer or key employee of the
Association or any Parent or Subsidiary of the Association or any other person
providing a service to the Association who is selected by the Committee.
(q) "Plan" shall mean the Newnan Federal Savings and Loan Association
1986 Stock Option and Incentive Plan.
(r) "Related" means (i) in the case of a Stock Appreciation Right, a
Stock Appreciation Right which is granted in connection with, and to the extent
exercisable, in whole or in part, in lieu of, an Option and (ii) in the case of
an Option, an Option with respect to which and to the extent a Stock
Appreciation Right is exercisable, in whole or in part, in lieu thereof has been
granted.
(s) "Stock Appreciation Right" means a stock appreciation right with
respect to Shares granted by the Committee pursuant to Section 12 hereof.
(t) "Share" shall mean one share of the Common Stock.
(u) "Subsidiary" shall mean any present or future corporation which
would be a "subsidiary corporation" as defined in Subsections 425(f) and (g) of
the Code.
3. SHARES SUBJECT TO THE PLAN. Except as otherwise required by the
provisions of Section 11 hereof, the aggregate number of Shares with respect to
which Awards may be made pursuant to the Plan shall not exceed 63,250 shares.
Such Shares may either be authorized but unissued or treasury shares.
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* Will equal 10% of the shares issued upon completion of the conversion.
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Shares which are subject to Stock Appreciation Rights and related Options
shall be counted only once in determining whether the maximum number of Shares
with respect to which Awards may be granted under the Plan has been exceeded.
An Award shall not be considered to have been made under the Plan with respect
to any Option or Stock Appreciation Right which terminates and new Awards may be
granted under the Plan with respect to the number of Shares as to which such
termination has occurred.
4. ADMINISTRATION OF THE PLAN.
(a) Composition of the Committee. The Plan shall be administered
by the Committee, consisting of not less than three directors of the
Association appointed by the Board. The Board may from time to time appoint
members of the committee in substitution for members previously appointed and
may fill vacancies. Officers, directors, key employees and other persons who
are designated by the Committee shall be eligible to receive Awards under the
Plan. All persons designated as members of the Committee shall be
"disinterested persons" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, and shall be ineligible to receive Awards under the
Plan.
(b) Powers of the Committee. The Committee is authorized (but only
to the extent not contrary to the express provisions of the Plan or to
resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to the Plan, to determine the form and
content of Awards to be issued under the Plan and to make other determinations
necessary or advisable for the administration or the Plan, and shall have and
may exercise such other power and authority as may be delegated to it by the
Board from time to time. A majority of the entire Committee shall constitute a
quorum and the action of a majority of the members present at any meeting at
which a quorum is present shall be deemed the action of the Committee. In no
event may the Committee revoke outstanding Awards without the consent of the
Participant. Any action permitted to be taken by the Committee at a meeting may
be taken without a meeting if a consent in writing, setting forth the action so
taken, is signed by all members of the Committee.
The President of the Association and such other officers as shall be
designated by the Committee are hereby authorized to execute instruments
evidencing Awards on behalf of the Association and to cause them to be delivered
to the Participants.
(c) Effect of Committee's Decision. All decisions, determinations
and interpretations of the Committee shall be final and conclusive on all
persons affected thereby.
5. ELIGIBILITY. Awards may be granted to officers, directors, key
employees and other persons. The Committee, shall from time to time determine
the officers, directors, key employees and other persons who shall be granted
Options or Awards under the Plan, the number to be granted to each such
officers, directors, key employees and other persons under the Plan, and whether
Options granted to each such Employee under the Plan shall be Incentive and/or
Non-Incentive Stock Options. In selecting Participants and in determining the
number of shares of Common Stock to be granted to each such Participant pursuant
to each Award granted under the Plan, the Committee may consider the nature of
the services rendered by each such Participant, each such Participant's
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current and potential contribution to the Association, and such other factors as
the Committee may, in its sole discretion, deem relevant. Officers, directors,
key employees or other persons who have been granted an Award may, if otherwise
eligible, be granted additional Options or Awards.
The aggregate fair market value (determined as of the date the Option is
granted) of the Shares for which any Employee may be granted Options in any
calendar year (under all Incentive Stock Option plans, as defined in Section
422A of the Code, of the Corporation or any present or future Parent or
Subsidiary of the Association) shall not exceed $100,000, plus any unused limit
carryover to such year, as defined in Section 422A(c) of the Code.
Notwithstanding the prior provisions of this Section 5, the Committee may grant
Options in excess of the foregoing limitations, provided said Options shall be
clearly and specifically designated as not being Incentive Stock Options, as
defined in Section 422A of the Code.
6. TERM OF PLAN. The Plan shall continue in effect for a term of ten
(10) years from the Effective Date, unless sooner terminated pursuant to
Section 16. No Option shall be granted under the Plan after ten (10) years from
the Effective Date.
7. TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS. Incentive Stock
Options may be granted only to Participants who are Employees. Each Incentive
Stock Option granted pursuant to the Plan shall be evidenced by an instrument in
such form as the Committee shall from time to time approve. Each and every
Incentive Stock Option granted pursuant to the Plan shall comply with, and be
subject to, the following terms and conditions:
(a) Option Price.
(i) The price per share at which each Incentive Stock Option
granted under the Plan may be exercised shall not, as to any particular
Incentive Stock Option, be less than the fair market value of the Common Stock
at the time such Incentive Stock Option is granted. For such purposes, if the
Common Stock is traded otherwise than on a national securities exchange at the
time of the granting of an Option, then the price per share of the Optioned
Stock shall be not less than the mean between the bid and asked price on the
date the Incentive Stock Option is granted or, if there be no bid and asked
price on said date, then on the next prior business day on which there was a bid
and asked price. If no such bid and asked price is available, then the price
per share shall be determined by the Committee. If the Common Stock is listed
on a national securities exchange at the time of the granting an Incentive Stock
Option, then the price per share shall be not less than the average of the
highest and lowest selling price on such exchange on the date such Incentive
Stock Option is granted or, if there were no sales on said date, then the price
shall be not less than the mean between the bid and asked price on such date.
(ii) In the case of an Employee who owns Common Stock
representing more than ten percent (10%) of the outstanding Common Stock at the
time the Incentive Stock Option is granted, the Incentive Stock Option price
shall not be less than one hundred and ten percent (110%) of the fair market
value of the Common Stock at the time the Incentive Stock Option is granted.
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(b) Payment.
Full payment for each share of Common Stock purchased upon the
exercise of any Incentive Stock Option granted under the Plan shall be made
within 15 days of the date of exercise of each such Incentive Stock Option and
shall be paid in cash (in United States Dollars), Common Stock or a combination
of cash and Common Stock. Common Stock utilized in full or partial payment of
the exercise price shall be valued at its fair market value at the date of
exercise. The Association shall accept full or partial payment in Common Stock
only to the extent permitted by applicable law. No shares of Common Stock shall
be issued until full payment therefor has been received by the Association, and
no Optionee shall have any of the rights of a shareholder or the Association
until shares of Common Stock are issued to him.
(c) Term of Incentive Stock Option.
The term of each Incentive Stock Option granted pursuant to the
Plan shall be not more than ten (10) years from the date each such Incentive
Stock Option is granted, provided that in the case of an Employee who owns stock
representing more than 10% of the Common Stock outstanding at the time the
Incentive Stock Option is granted, the term of the Incentive Stock Option shall
not exceed five (5) years.
(d) Exercise Generally.
Except as otherwise provided in Section 9 hereof, no Incentive
Stock Option may be exercised unless the optionee shall have been in the employ
of the Association at all times during the period beginning with the date of
grant of any such Incentive Stock Option and ending on the date three (3) months
prior to the date of exercise of any such Incentive Stock Option. The
Committee, may impose additional conditions upon the right of an Optionee to
exercise any Incentive Stock Option granted hereunder which are not inconsistent
with the terms of the Plan or the requirements for qualification as an Incentive
Stock Option under Section 422A of the Code.
(e) Serial Exercise.
No Incentive Stock Option granted pursuant to the Plan shall be
exercised by any Optionee while there is outstanding (as such term is defined in
Section 422A of the Code) any incentive stock option which was granted prior to
the date of grant of such Incentive Stock Option to such Optionee, whether
pursuant to the Plan or any other plan of the Association. In the event that
any additional Incentive Stock Option is granted at a later date pursuant to the
Plan to any Optionee, the instrument evidencing any such additional Incentive
Stock Option shall include the following provisions:
"This incentive stock option is not exercisable while there is
outstanding (within the meaning of Section 422A(c)(7) of the
Internal Revenue Code of 1954, as amended) any Incentive Stock
Option which was granted prior to the date of the grant hereof to
the holder of this stock option to purchase shares of common
stock of Newnan Federal Savings and Loan Association or any of
its subsidiaries."
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(f) Transferability.
Any Incentive Stock Option granted pursuant to the Plan shall be
exercised during any Optionee's lifetime only by the Optionee to whom it was
granted and shall not be assignable or transferable otherwise than by will or by
the laws of descent and distribution.
8. TERMS AND CONDITIONS OF NON-INCENTIVE STOCK OPTIONS. Each Non-
Incentive Stock Option granted pursuant to the Plan shall be evidenced by an
instrument in such form as the Committee shall from time to time approve. Each
and every Non-Incentive Stock Option granted pursuant to the Plan shall comply
with and be subject to the following terms and conditions:
(a) Option Price.
The exercise price per share of Common Stock for each Non-
Incentive Stock Option granted pursuant to the Plan shall be such price as the
Committee may determine, in its sole discretion.
(b) Payment.
Full payment for each share of Common Stock purchased upon the
exercise of any Non-Incentive Stock Option granted under the Plan shall be made
at the time of exercise of each such Non-Incentive Stock Option and shall be
paid in cash (in United States Dollars), Common Stock or a combination of cash
and Common Stock. Common Stock utilized in full or partial payment of the
exercise price shall be valued at its fair market value at the date of exercise.
The Corporation shall accept full or partial payment in Common Stock only to the
extent permitted by applicable law. No shares of Common Stock shall be issued
until full payment therefor has been received by the Corporation, and no
Optionee shall have any of the rights of a shareholder of the Corporation until
the shares of Common Stock are issued to him.
(c) Term.
The term of each Non-Incentive Stock Option granted pursuant to
the Plan shall be not more than ten (10) years from the date each such Non-
Incentive Stock Option is granted, provided that in the case of an Employee who
owns stock representing more than 10% of the Common Stock outstanding at the
time the Incentive Stock Option is granted, the term of the Non-Incentive Stock
Option shall not exceed five (5) years.
(d) Exercise Generally.
The Committee may impose additional conditions upon the right of
any Participant to exercise any Non-Incentive Stock Option granted hereunder
which are not inconsistent with the terms of the Plan.
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(e) Transferability.
Any Non-Incentive Stock Option granted pursuant to the Plan shall
be exercised during any Optionee's lifetime only by the Optionee to whom it was
granted and shall not be assignable or transferable otherwise than by will or by
the laws of descent and distribution.
9. EFFECT OF TERMINATION OF EMPLOYMENT, DISABILITY OR DEATH ON INCENTIVE
STOCK OPTIONS.
(a) Termination of Employment.
In the event that any Optionee's employment by the Association
shall terminate for any reason, other than Permanent and Total Disability (as
such term is defined in Section 105(d)(4) of the Code), death or termination for
cause, all of any such Optionee's Incentive Stock Options, and all of any such
Optionee's rights to purchase or receive shares of Common Stock pursuant
thereto, as the case may be, shall automatically terminate on the date of such
termination of employment. However, no termination of an Optionee's Incentive
Stock Options shall occur if, and to the extent that, the Committee authorizes
the Optionee to exercise any such Incentive Stock Options at any time prior to
the earlier of (i) the respective expiration dates of any such Incentive Stock
Options or (ii) the expiration of not more than three (3) months after the date
of such termination of employment, but only if, and to the extent that, the
Optionee was entitled to exercise any such Incentive Stock Options at the date
of such termination of employment. In the event that a subsidiary ceases to be
a subsidiary of the Association, the employment of all of its employees who are
not immediately thereafter employees of the Association shall be deemed to
terminate upon the date such subsidiary so ceases to be a subsidiary of the
Association.
(b) Disability.
In the event that any Optionee's employment by the Association
shall terminate as the result of the Permanent and Total disability of such
Optionee, such Optionee may exercise any Incentive Stock Options granted to him
pursuant to the Plan at any time prior to the earlier of (i) the respective
expiration dates of any such Incentive Stock Options or (ii) the date which is
one (1) year after the date of such termination of employment, but only if, and
to the extent that, the Optionee was entitled to exercise any such Incentive
Stock Options at the date of such termination of employment.
(c) Death.
In the event of the death of any Optionee, any Incentive Stock
Options granted to any such Optionee may be exercised by the person or persons
to whom the Optionee's rights under any such Incentive Stock Options pass by
will or by the laws of descent and distribution (including the Optionee's estate
during the period of administration) at any time prior to the earlier of (i) the
respective expiration dates of any such Incentive Stock Options or (ii) the date
which is six (6) months after the date of death of such Optionee (or such later
period not exceeding one (1) year to which the Committee may, in its discretion,
extend such period), but only if, and to the extent that,
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the Optionee was entitled to exercise any such Incentive Stock Options at the
date of death. For purposes of this Section 8(c), any Incentive Stock Option
held by an Optionee shall be considered exercisable at the date of his death if
the only unsatisfied condition precedent to the exercisability of such Incentive
Stock Option at the date of death is the passage of a specified period of time.
(d) Termination for Cause.
In the event any Optionee's employment by the Association is
terminated for "cause" which includes, but is not limited to, termination for
personal dishonesty, willful misconduct, breach of a fiduciary duty involving
personal profit, intentional failure to perform stated duties, willful violation
of any law, rule, regulation (other than a law, rule or regulation relating to a
traffic violation or similar offense), a final cease-and-desist order, from the
Federal Savings and Loan Insurance Commission, termination under the provisions
of any employment agreement, or material breach of any provision of an
employment agreement.
(e) Incentive Stock Options Deemed Exercisable.
For purposes of Sections 8(a), 8(b) and 8(c) above, any
Incentive Stock Option held by any Optionee shall be considered exercisable
at the date of the termination of his employment if, but for the requirement
of serial exercise set forth in Section 7(e) hereof, any such Incentive Stock
Option would have been exercisable at such date of termination of employment.
Any exercise of any Incentive Stock Option granted pursuant to the Plan
which is considered exercisable pursuant to this Section 8(d) shall
nevertheless be subject to the provisions and restrictions contained in
Section 7(e) hereof.
(f) Termination of Incentive Stock Options.
To the extent that any Incentive Stock Option granted under the
Plan to any Optionee whose employment by the Association terminates shall not
have been exercised within the applicable period set forth in this Section 8,
any such Incentive Stock Option, and all rights to purchase or receive shares of
Common Stock pursuant thereto, as the case may be, shall terminate on the last
day of the applicable period.
10. EFFECT OF TERMINATION OF EMPLOYMENT, DISABILITY OR DEATH ON NON-
INCENTIVE STOCK OPTIONS. The terms and conditions of Non-Incentive Stock
Options relating to the effect of the termination of an Optionee's employment,
disability of an Optionee or his death shall be such terms and conditions as the
Committee shall, in its sole discretion, determine at the time of termination.
11. RIGHT OF REPURCHASE AND RESTRICTIONS ON DISPOSITION AND RIGHT OF FIRST
REFUSAL. The Committee, in its sole discretion, may include, as a term of any
Incentive Stock Option, the right (the "Repurchase Right"), but not the
obligation, to repurchase all or any amount of the Shares acquired by an
Optionee pursuant to the exercise of any such Options. The intent of the
Repurchase Right is to encourage the continued employment of the Optionee. The
Repurchase Right shall provide for, among other things, a specified duration of
the Repurchase Right, a specified price per Share to be paid upon the exercise
of the Repurchase Right and a restriction on the disposition of the Shares by
the
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Optionee during the period of the Repurchase Right. The Repurchase Right may
permit the Association to transfer or assign such right to another party. The
Association may exercise the Repurchase Right only to the extent permitted by
applicable law. In addition, the Association to the extent permitted by law,
has a right of first refusal to purchase all or any part of shares acquired by
an Optionee pursuant to the exercise of any Options at a price equal to market
value or the price offered by a third party in a privately negotiated
transaction.
12. STOCK APPRECIATION RIGHTS. A Stock Appreciation Right shall, upon
its exercise, entitle the Participant to whom such Stock Appreciation Right
was granted to receive a number of Shares or cash or combination thereof, as
the Committee in its discretion, shall determine, the aggregate value of
which (i.e., the sum of the amount of cash and/or the fair market value of
such Shares on date of exercise) shall equal (as nearly as possible, it being
understood that the Association shall not issue any fractional shares) the
amount by which the fair market value per Share on the date of such exercise
shall exceed the exercise price of such Stock Appreciation Right, multiplied
by the number of Shares with respect of which such Stock Appreciation Right
shall have been exercised. A Stock Appreciation Right may be related to an
Option or may be granted independently of any Option as the Committee or the
Board, as the case may be, shall determine whether and to what extent a
Related Stock Appreciation Right shall be granted with respect thereto;
provided, however and notwithstanding any other provision of the Plan, that
since a Related Option will be an Incentive Stock Option, the Related Stock
Appreciation Right shall satisfy all the restrictions and limitations of
Section 7 hereof as if such Related Stock Appreciation Right were an
Incentive Stock Option. In the case of a Related Option, such Related Option
shall cease to be exercisable to the extent of the Shares with respect to
which the Related Stock Appreciation Right was exercised. Upon the exercise
or termination of a Related Option, any Related Stock Appreciation Right
shall terminate to the extent to the Shares with respect to which the Related
Option was exercised or terminated.
Stock appreciation rights granted pursuant to the Pan, with certain limited
exceptions, can only be exercised during the period beginning on the third
business day following the release for publication of quarterly or annual
financial information and ending on the twelfth business day following such
date. This condition shall be deemed to be satisfied when the specified
financial data is first made publicly available.
13. RECAPITALIZATION, MERGER, CONSOLIDATION, CHANGE IN CONTROL AND SIMILAR
TRANSACTIONS.
(a) Adjustment.
Subject to any required action by the shareholders of the
Association, the aggregate number of shares of Common Stock for which stock
options may be granted hereunder, the number of shares of Common Stock covered
by each outstanding stock option, and the exercise price per share of Common
Stock of each such stock option, shall all be proportionately adjusted for any
increase or decrease in the number of issued and outstanding shares of Common
Stock resulting from a subdivision or consolidation of shares or the payment of
a stock dividend (but only on the Common Stock) or any other increase or
decrease in the number of such shares of common Stock effected without the
receipt of consideration by the Association.
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(b) Change in Control.
All outstanding options shall become immediately exercisable in
the event of change in control or imminent change in control of the Association,
as determined by the Committee. For purposes of this Section, "change in
control" shall mean: (i) the execution of an agreement for the sale of all, or a
material portion, of the assets of the Association; (ii) the execution of an
agreement for a merger or recapitalization of the Association or any merger or
recapitalization whereby the Association is not the surviving entity; (iii) a
change of control of the Association, as otherwise defined or determined by the
Federal Home Loan Bank Board or regulations promulgated by it; or (iv) the
acquisition, directly or indirectly, of the beneficial ownership (within the
meaning of that term as it is used in Section 13(d) of the Securities Exchange
Act of 1934 and the rules promulgated thereunder) of twenty-five percent (25%)
or more of the outstanding voting securities of the Association by any person,
trust, entity or group. In the event of a change in control of the Association,
the Optionee shall also have the option to receive on the date immediately prior
to the consummation of such change in control, in lieu of stock, cash in an
amount equal to the aggregate difference between the exercise price per share
and the market price per share of the stock underlying such outstanding options
on the date immediately prior to the consummation of such change in control of
the Association.
(c) Extraordinary Corporate Action.
Subject to any required action by the shareholders of the
Association, in the event of any Change in Control, recapitalization, merger,
consolidation, exchange of shares, spin-off, reorganization, tender offer,
liquidation or other extraordinary corporate action or event, the Committee, in
its sole discretion, shall have the power, prior or subsequent to such action or
event to:
(i) appropriately adjust the number of shares of Common Stock
subject to each stock option, the exercise price per share of Common Stock, and
the consideration to be given or received by the Association upon the exercise
of any outstanding Option;
(ii) cancel any or all previously granted Options, provided
that appropriate consideration is paid to the Optionee in connection therewith;
and/or
(iii) make such other adjustments in connection with the Plan as
the Committee, in its sole discretion, deems necessary, desirable, appropriate
or advisable; provided, however, that no action shall be taken by the Committee
which would cause Incentive Stock Options granted pursuant to the Plan to fail
to meet the requirements of Section 422A of the Code.
Except as expressly provided in Section 11(a) and 11(b) hereof,
no Optionee shall have any rights by reason of the occurrence of any of the
events described in this Section 11.
(d) Acceleration.
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The Committee shall at all times have the power to accelerate the
exercise date of Options previously granted under the Plan. In no event,
however, will such action permit Participants to exercise Incentive Stock
Options in an order other than provided in Section 7(e).
14. TIME OF GRANTING OPTIONS. The date of grant of an Option under the
Plan shall, for all purposes, be the date on which the Committee makes the
determination of granting such Option. Notice of the determination shall be
given to each Employee to whom an Option is so granted within a reasonable time
after the date of such grant.
15. EFFECTIVE DATE. The Plan shall become effective upon the completion of
the Association's conversion from mutual to stock form. Options may be granted
prior to ratification of the Plan by the stockholders if the exercise of such
Options is subject to such stockholder ratification.
16. APPROVAL BY SHAREHOLDERS. The Plan shall be approved by stockholders
of the Association within twelve (12) months before or after the date it becomes
effective.
17. MODIFICATION OF OPTIONS. At any time and from time to time, the
Board may authorize the Committee to direct the execution of an instrument
providing for the modification of any outstanding Option, provided no such
modification, extension or renewal shall confer on the holder of said Option
any right or benefit which could not be conferred on him by the grant of a
new Option at such time, or shall not materially decrease the Optionee's
benefits under the Option without the consent of the holder of the Option,
except as otherwise permitted under Section 16 hereof.
18. AMENDMENT AND TERMINATION OF THE PLAN.
(a) Action by the Board.
The Board may alter, suspend or discontinue the Plan, except that
no action of the Board may increase (other than as provided in Section 11) the
maximum number of shares permitted to be optioned under the Plan, materially
increase the benefits accruing to participants under the Plan or materially
modify the requirements for eligibility for participation in the Plan unless
such action of the Board shall be subject to approval or ratification by the
shareholders of the Association.
(b) Change in Applicable Law.
Notwithstanding any other provision contained in the Plan, in the
event of a change in any federal or state law, rule or regulation which would
make the exercise of all or part of any previously granted Incentive Stock
Option unlawful or subject the Association to any penalty, the Committee may
restrict any such exercise without the consent of the Optionee or other holder
thereof in order to comply with any such law, rule or regulation or to avoid any
such penalty.
19. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with
respect to any Option granted under the Plan unless the issuance and delivery of
such Shares shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities law and the requirements
of any stock exchange upon which the Shares may then be listed.
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The inability of the Association to obtain permission from any regulatory
body or authority deemed by the Association's counsel to be necessary to the
lawful issuance and sale of any Shares hereunder shall relieve the Association
of any liability in respect of the non-issuance or sale of such Shares.
As a condition to the exercise of an Option, the Association may require
the person exercising the Option to make such representations and warranties as
may be necessary to assure the availability of an exemption from the
registration requirements of federal or state securities law.
20. RESERVATION OF SHARES. During the term of the Plan, the Association,
will reserve and keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
21. UNSECURED OBLIGATION. No Participant under the Plan shall have any
interest in any fund or special asset of the Association by reason of the Plan
or the grant of any Incentive Stock Option to him under the Plan. No trust fund
shall be created in connection with the Plan or any grant of any Incentive Stock
Option hereunder and there shall be no required funding of amounts which may
become payable to any participant.
22. WITHHOLDING TAX. The Association shall have the right to deduct from
all amounts paid in cash with respect to the exercise of a Stock Appreciation
Right under the Plan any taxes required by law to be withheld with respect to
such cash payments. Where a Participant or other person is entitled to receive
Shares pursuant to the exercise of an Option of Stock Appreciation Right
pursuant to the Plan, the Association shall have the right to require the
Participant or such other person to pay the Association the amount of any taxes
which the Association is required to withhold with respect to such Shares, or,
in lieu thereof, to retain, or sell without notice, a number of such Shares
sufficient to cover the amount required to be withheld.
23. GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the laws of the State of Georgia.
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