EXHIBIT 10.3
PROPOSED FORM OF
1999 MANAGEMENT RECOGNITION PLAN
OF
FIRST DEPOSIT BANCSHARES, INC.
MANAGEMENT RECOGNITION PLAN
OF
FIRST DEPOSIT BANCSHARES, INC.
ARTICLE I
ESTABLISHMENT OF THE PLAN
1.01 The Company hereby establishes this Plan upon the terms and
conditions hereinafter stated.
1.02 Through acceptance of their appointment to the Committee, each member
of the Committee hereby accepts his or her appointment hereunder upon the terms
and conditions hereinafter stated.
ARTICLE II
PURPOSE OF THE PLAN
2.01 The purpose of the Plan is to reward and retain personnel of
experience and ability in key positions of responsibility by providing Employees
and Directors of the Company, the Bank, and their Affiliates with a proprietary
interest in the Company, and as compensation for their past contributions to the
Bank, and as an incentive to make such contributions in the future.
ARTICLE III
DEFINITIONS
The following words and phrases when used in this Plan with an initial
capital letter, shall have the meanings set forth below unless the context
clearly indicates otherwise. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun and the singular shall include the plural.
3.01 "Affiliate" shall mean any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Section 424(e) and
(f), respectively, of the Internal Revenue Code of 1986, as amended.
3.02 "Bank" means Douglas Federal Bank, a Federal Savings Bank.
3.03 "Beneficiary" means the person or persons designated by a Participant
to receive any benefits payable under the Plan in the event of such
Participant's death. Such person or persons shall be designated in writing on
forms provided for this purpose by the Committee and may be changed from time to
time by similar written notice to the Committee. In the absence of a written
designation, the Beneficiary shall be the Participant's surviving spouse, if any
or if none, his estate.
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3.04 "Board" means the Board of Directors of the Company.
3.05 "Committee" means the Management Recognition Plan Committee appointed
by the Board pursuant to Article IV hereof.
3.06 "Common Stock" means shares of the common stock of the Company.
3.07 "Company" means First Deposit Bancshares, Inc.
3.08 "Continuous Service" shall mean the absence of any interruption or
termination of service as an Employee or Director of the Company or an
Affiliate. Continuous Service shall not be considered interrupted in the case of
sick leave, military leave or any other leave of absence approved by the Company
in the case of transfers between payroll locations of the Company or between the
Company, an Affiliate or a successor, or in the case of a Director's performance
of services in an emeritus or advisory capacity.
3.09 "Date of Conversion" means the date of the conversion of the Bank
from mutual to stock form.
3.10 "Director" means a member of the Board, and any member of the board
of directors of an Affiliate whose members the Board has by resolution
designated as being eligible for participation in this Plan.
3.11 "Disability" shall mean a physical or mental condition, which in the
sole and absolute discretion of the Committee, is reasonably expected to be of
indefinite duration and to substantially prevent a Participant from fulfilling
his or her duties or responsibilities to the Company or an Affiliate.
3.12 "Effective Date" means the date on which the Plan first becomes
effective, as determined under Section 8.07 hereof.
3.13 "Employee" means any person who is employed by the Company or an
Affiliate.
3.14 "Non-Employee Director" shall have the meaning provided in Rule 16b-3
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended.
3.15 "OTS Award Limitations" shall mean the following percentage
limitations, determined with respect to the total shares reserved for awards
under this Plan: 25% for total Plan Share Awards to any particular Employee; 5%
for total Plan Share Awards to any particular non-Employee Director; and 30% for
total Plan Share Awards to the Non-Employee Directors as a group.
3.16 "Participant" means an Employee or Director who holds a Plan Share
Award.
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3.17 "Plan" means this First Deposit Bancshares, Inc. Management
Recognition Plan.
3.18 "Plan Shares" means shares of Common Stock held in the Trust which
are awarded or issuable to a Participant pursuant to the Plan.
3.19 "Plan Share Award" means a right granted under this Plan to receive
Plan Shares.
3.20 "Plan Share Reserve" means the shares of Common Stock held by the
Trustee pursuant to Sections 5.02 and 5.03.
3.21 "Trust" and "Trust Agreement" mean that agreement entered into
pursuant to the terms hereof between the Company and the Trustee, and "Trust"
means the trust created thereunder.
3.22 "Trustee" means that person(s) or entity appointed by the Board
pursuant to the Trust Agreement to hold legal title to the Plan assets for the
purposes set forth herein.
3.23 "Year of Service" shall mean a full twelve-month period, measured
from the date of a Plan Share Award and each annual anniversary of that date,
during which a Participant's Continuous Service has not terminated for any
reason.
ARTICLE IV
ADMINISTRATION OF THE PLAN
4.01 ROLE AND POWERS OF THE COMMITTEE. The Plan shall be administered and
interpreted by the Committee. The Committee shall include no fewer than the
minimum number of Non-Employee Directors as may be required by Rule 16b-3. In
the absence at any time of a duly appointed Committee, the Plan shall be
administered by those members of the Board who are Non-Employee Directors, and
by the Board if there are less than two Non-Employee Directors.
The Committee shall have all of the powers allocated to it in this
and other Sections of the Plan. Except as limited by the express provisions of
the Plan or by resolutions adopted by the Board, the Committee shall have sole
and complete authority and discretion (i) to make Plan Share Awards to such
Employees as the Committee may select, (ii) to determine the form and content of
Plan Share Awards to be issued under the Plan, (iii) to interpret the Plan, (iv)
to prescribe, amend and rescind rules and regulations relating to the Plan, and
(v) to make other determinations necessary or advisable for the administration
of the Plan. The Committee shall have and may exercise such other power and
authority as may be delegated to it by the Board from time to time. Subject to
Section 4.02, the interpretation and construction by the Committee of any
provisions of the Plan or of any Plan Share Award granted hereunder shall be
final and binding. The Committee shall act by vote or written consent of a
majority of its members, and shall report its actions and decisions with respect
to the Plan to the Board at appropriate times, but in no event less than one
time per calendar year. The Committee may recommend to the Board one or more
persons or entity to act as Trustee(s) in accordance with the provisions of this
Plan and the Trust.
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4.02 ROLE OF THE BOARD. The members of the Committee shall be appointed or
approved by, and will serve at the pleasure of, the Board. The Board may in its
discretion from time to time remove members from, or add members to, the
Committee. The Board shall have all of the powers allocated to it in this and
other Sections of the Plan, may take any action under or with respect to the
Plan which the Committee is authorized to take, and may reverse or override any
action taken or decision made by the Committee under or with respect to the
Plan, provided, however, that the Board may not revoke any Plan Share Award
already made or impair a participant's vested rights under a Plan Share Award.
Members of the Board who are eligible for or who have been granted Plan Share
Awards (other than pursuant to Section 6.04) may not vote on any matters
affecting the administration of the Plan or the grant of Plan Shares or Plan
Share Awards (although such members may be counted in determining the existence
of a quorum at any meeting of the Board during which actions with regard thereto
are taken). Further, with respect to all actions taken by the Board in regard to
the Plan, such action shall be taken by a majority of the Board where such a
majority of the directors acting in the matter are Non-Employee Directors.
4.03 LIMITATION ON LIABILITY. No member of the Board or the Committee or
the Trustee(s) shall be liable for any determination made in good faith with
respect to the Plan or any Plan Shares or Plan Share Awards granted under it. If
a member of the Board or the Committee or any Trustee is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of anything done or not done by him in such capacity under or with
respect to the Plan, the Company shall indemnify such member, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action,
suit or proceeding if he or she acted in good faith and in a manner he or she
reasonably believed to be in the best interests of the Company and its
Affiliates and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
ARTICLE V
CONTRIBUTIONS; PLAN SHARE RESERVE
5.01 AMOUNT AND TIMING OF CONTRIBUTIONS. The Board shall determine the
amounts (or the method of computing the amounts) to be contributed by the
Company to the Trust, provided that the Bank may also make contributions to the
Trust. Such amounts shall be paid to the Trustee at the time of contribution. No
contributions to the Trust by Employees shall be permitted.
5.02 INVESTMENT OF TRUST ASSETS; MAXIMUM PLAN SHARE AWARDS. The Trustee
shall invest Trust assets only in accordance with the Trust Agreement, and the
Committee shall not make Plan Share Awards with respect to a number of Plan
Shares that is more than 4% of the number of shares of Common Stock that are
sold on the Date of Conversion. [IF THE PLAN IS ADOPTED MORE THAN ONE YEAR AFTER
THE DATE OF CONVERSION, THIS LIMIT MAY BE MODIFIED.]
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5.03 EFFECT OF ALLOCATIONS, RETURNS AND FORFEITURES UPON PLAN SHARE
RESERVES. Upon the allocation of Plan Share Awards under Section 6.02, the Plan
Share Reserve shall be reduced by the number of Shares subject to the Awards so
allocated. Any Shares subject or attributable to an Award which may not be
earned because of a forfeiture by the Participant pursuant to Section 7.01 shall
be added to the Plan Share Reserve.
ARTICLE VI
ELIGIBILITY; ALLOCATIONS
6.01 ELIGIBILITY. Except as otherwise provided in Section 6.04 hereof, the
Committee shall make Plan Share Awards only to Employees. In selecting those
Employees to whom Plan Share Awards will be granted and the number of shares
covered by such Awards, the Committee shall consider the position, duties and
responsibilities of the eligible Employees, the value of their services to the
Company and its Affiliates, and any other factors the Committee may deem
relevant. Notwithstanding the foregoing, (i) the Committee shall automatically
make the Plan Share Awards specified in Sections 6.04 and 6.05 hereof; and (ii)
no Employee or non-Employee Director shall receive Plan Share Awards in excess
of the OTS Award Limitations. [THE OTS AWARD LIMITATIONS MAY BE MODIFIED OR
REMOVED IF THE PLAN IS ADOPTED MORE THAN ONE YEAR AFTER THE DATE OF CONVERSION.]
6.02 ALLOCATIONS. The Committee will determine which Employees and
Directors will be granted discretionary Plan Share Awards, and the number of
Shares covered by each Plan Share Award, provided that in no event shall any
Awards be made which will violate the governing instruments of the Bank or its
Affiliates or any applicable federal or state law or regulation. In the event
Plan Shares are forfeited for any reason or additional shares of Common Stock
are purchased by the Trustee, the Committee may, from time to time, determine
which of the Employees referenced in Section 6.01 above will be granted
additional Plan Share Awards to be awarded from the forfeited or acquired Plan
Shares.
6.03 FORM OF ALLOCATION. As promptly as practicable after a determination
is made pursuant to Section 6.02 that a Plan Share Award is to be made, the
Committee shall notify the Participant in writing of the grant of the Award, the
number of Plan Shares covered by the Award, and the terms upon which the Plan
Shares subject to the Award may be earned. The date on which the Committee so
notifies the Participant shall be considered the date of grant of the Plan Share
Awards. The Committee shall maintain records as to all grants of Plan Share
Awards under the Plan.
6.04 AUTOMATIC GRANTS TO NON-EMPLOYEE DIRECTORS. Notwithstanding any other
provisions of this Plan, each Director who is not an Employee but is a Director
on the Effective Date shall receive, on said date, a Plan Share Award for the
number of Plan Shares listed below (but not to exceed the OTS Award
Limitations), provided that such award shall not be made to an individual who is
not an Non-Employee Director on the Effective Date:
Non-Employee Director Shares Subject to Plan Share Award
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Plan Share Awards received under the provisions of this Section shall become
vested and nonforfeitable according to the general rules set forth in
subsections (a), and (b) of Section 7.01, and the Committee shall have no
discretion to alter or accelerate said vesting requirements. Unless otherwise
inapplicable or inconsistent with the provisions of this Section, the Plan Share
Awards to be granted hereunder shall be subject to all other provisions of this
Plan.
6.05 AUTOMATIC GRANTS TO EMPLOYEES. On the Effective Date, each of the
following individuals shall receive a Plan Share Award for the number of Plan
Shares listed below (but not to exceed the OTS Award Limitations), provided that
such award shall not be made to an individual who is not an Employee on the
Effective Date:
Employee Shares Subject to Plan Share Award
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Plan Share Awards received under the provisions of this Section shall become
vested and nonforfeitable according to the general rules set forth in
subsections (a) and (b) of Section 7.01, and the Committee shall have no
discretion to alter said vesting requirements. Unless otherwise inapplicable or
inconsistent with the provisions of this Section, the Plan Share Awards to be
granted hereunder shall be subject to all other provisions of this Plan.
6.06 ALLOCATIONS NOT REQUIRED. Notwithstanding anything to the contrary in
Sections 6.01 and 6.02, but subject to Sections 6.04 and 6.05, no Employee or
Director shall have any right or entitlement to receive a Plan Share Award
hereunder, such Awards being at the total discretion of the Committee, nor shall
any Employees or Directors as a group have such a right. The Committee may, with
the approval of the Board (or, if so directed by the Board) return all Common
Stock in the Plan Share Reserve to the Company at any time, and cease issuing
Plan Share Awards.
ARTICLE VII
EARNINGS AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS
7.01 EARNING PLAN SHARES; FORFEITURES.
(a) GENERAL RULES. Twenty percent (20%) of the Plan Shares subject to
a Plan Share Award shall be earned and become nonforfeitable by a
Participant upon his or her completion of each of five Years of
Service.
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(b) EXCEPTION FOR TERMINATIONS DUE TO DEATH OR DISABILITY.
Notwithstanding the general rule contained in Section 7.01(a) above,
all Plan Shares subject to a Plan Share Award held by a Participant
whose service with the Company or an Affiliate terminates due to the
Participant's death or Disability, shall be deemed earned as of the
Participant's last day of service with the Company or an Affiliate and
shall be distributed as soon as practicable thereafter.
[IF THE PLAN IS ADOPTED MORE THAN ONE YEAR AFTER THE DATE OF CONVERSION, THE
FOREGOING LIMITATIONS ON VESTING AND THE ACCELERATION OF VESTING MAY BE
REMOVED.]
7.02 ACCRUAL OF DIVIDENDS. Whenever Plan Shares are paid to a Participant
or Beneficiary under Section 7.03, such Participant or Beneficiary shall also be
entitled to receive, with respect to each Plan Share paid, an amount equal to
any cash dividends (including special large and nonrecurring dividends,
including one that has the effect of a return of capital to the Company's
stockholders) and a number of shares of Common Stock equal to any stock
dividends, declared and paid with respect to a share of Common Stock between the
date the relevant Plan Share Award was initially granted to such Participant and
the date the Plan Shares are being distributed. There shall also be distributed
an appropriate amount of net earnings, if any, of the Trust with respect to any
cash dividends so paid out.
7.03 DISTRIBUTION OF PLAN SHARES.
(a) TIMING OF DISTRIBUTIONS: GENERAL RULE. Except as provided in
subsections (c), and (d) below, the Trustee shall distribute Plan
Shares and accumulated cash from dividends and interest to the
Participant or his Beneficiary, as the case may be, as soon as
practicable after they have been earned. No fractional shares shall be
distributed.
(b) FORM OF DISTRIBUTION. The Trustee shall distribute all Plan
Shares, together with any shares representing stock dividends, in the
form of Common Stock. One share of Common Stock shall be given for
each Plan Share earned. Payments representing cash dividends (and
earnings thereon) shall be made in cash.
(c) WITHHOLDING. The Trustee shall withhold from any cash payment
made under this Plan sufficient amounts to cover any applicable
withholding and employment taxes, and if the amount of such cash
payment is not sufficient, the Trustee shall require the Participant
or Beneficiary to pay to the Trustee the amount required to be
withheld as a condition of delivering the Plan Shares. The Trustee
shall pay over to the Company or Affiliate which employs or employed
such Participant any such amount withheld from or paid by the
Participant or Beneficiary.
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(d) TIMING: EXCEPTION FOR 10% SHAREHOLDERS. Notwithstanding
Subsections (a) and (b) above, no Plan Shares may be distributed prior
to the date which is five (5) years from the Date of Conversion to the
extent the Participant or Beneficiary, as the case may be, would after
receipt of such Shares own in excess of ten percent (10%) of the
issued and outstanding shares of Common Stock unless such action is
approved in advance by a majority vote of non-employee Directors of
the Board. To the extent this limitation would delay the date on which
a Participant receives Plan Shares, the Participant may elect to
receive from the Trust, in lieu of such Plan Shares, the cash
equivalent thereof. Any Plan Shares remaining undistributed solely by
reason of the operation of this Subsection (d) shall be distributed to
the Participant or his Beneficiary on the date which is five years
from the Date of Conversion.
(e) REGULATORY EXCEPTIONS. No Plan Shares shall be distributed unless
and until all of the requirements of all applicable law and regulation
shall have been fully complied with, including the receipt of approval
of the Plan by the stockholders of the Company by such vote, if any,
as may be required by applicable law and regulations.
7.04 VOTING OF PLAN SHARES. All shares of Common Stock held by the Trust
(whether or not subject to a Plan Share Award) shall be voted by the Trustee in
the same proportion as the trustee of the Company's Employee Stock Ownership
Plan votes Common Stock held in the trust associated therewith, and in the
absence of any such voting, shall be voted in the manner directed by the Board.
7.05 DEFERRAL ELECTIONS BY PARTICIPANTS. WHICH GROUP SHALL INCLUDE MEMBERS
OF THE BOARD.
(a) ELECTIONS TO DEFER. At any time prior to 120 days prior to the
date on which a Participant becomes vested in any shares subject to
his or her Plan Share Award, a Participant who is a member of a select
group of management or highly compensated employees (within the
meaning of the Employees' Retirement Income Security Act of 1974,
which group shall include members of the Board), may irrevocably
elect, on the form attached hereto as Exhibit "A" (the "Election
Form"), to defer the receipt of all or a percentage of the Plan Shares
that would otherwise be transferred to the Participant upon the
vesting of such award (the "Deferred Shares").
(b) RECORDKEEPING; HOLDING OF DEFERRED SHARES. The Committee shall
establish and maintain an individual account in the name of each
Participant who files an Election Form for the purpose of tracking
deferred earnings attributable to cash dividends paid on Deferred
Shares (the "Cash Account"). On the last day of each fiscal year of
the Company, the Committee shall credit to the Participant's Cash
Account earnings on the balance of the Cash Account at a rate equal to
the
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dividend-adjusted total return on Common Stock, as determined from
time to time by the Committee in its sole discretion. The Trustees
shall hold each Participant's Deferred Shares and Deferred Earnings in
the Trust until distribution is required pursuant to the election set
forth in the Participant's Election Form.
(c) DISTRIBUTIONS OF DEFERRED SHARES. The Trustee shall distribute a
Participant's Deferred Shares and Deferred Earnings in accordance with
the Participant's Election Form. All distributions made by the Company
and/or the Trustees pursuant to elections made hereunder shall be
subject to applicable federal, state, and local tax withholding and to
such other deductions as shall at the time of such payment be required
under any income tax or other law, whether of the United States or any
other jurisdiction, and, in the case of payments to a beneficiary, the
delivery to the Committee and/or Trustees of all necessary waivers,
qualifications and other documentation. Within 90 days after receiving
notice of a Participant's death, the Trustee shall distribute any
balance of the Participant's Deferred Shares and Deferred Earnings to
the Participant's designated beneficiary, if living, or if such
designated beneficiary is deceased or the Participant failed to
designate a beneficiary, to the Participant's estate. If, on the other
hand, a Participant's Continuous Service terminates for a reason other
than the Participant's death, Disability, early retirement, or normal
retirement, the Participant's Deferred Shares and Deferred Earnings
shall be distributed to the Participant in a lump sum occurring as
soon as reasonably practicable. The distribution provisions of a
Participant's Election Form shall become irrevocable on the date that
occurs (i) one year before the Participant's termination of Continuous
Service for a reason other than death, and (ii) on the Participant's
death if that terminates the Participant's Continuous Service.
(d) HARDSHIP WITHDRAWALS. Notwithstanding any other provision of the
Plan or a Participant's Election Form, in the event the Participant
suffers an unforeseeable emergency hardship within the contemplation
of this paragraph, the Participant may apply to the Committee for an
immediate distribution of all or a portion of his Deferred Shares and
Deferred Earnings. The hardship must result from a sudden and
unexpected illness or accident of the Participant or a dependent of
the Participant, casualty loss of property, or other similar
conditions beyond the control of the Participant. Examples of purposes
which are not considered hardships include post-secondary school
expenses or the desire to purchase a residence. In no event will a
distribution be made to the extent the hardship could be relieved
through reimbursement or compensation by insurance or otherwise, or by
liquidation of the Participant's nonessential assets to the extent
such liquidation would not itself cause a severe financial hardship.
The amount of any distribution hereunder shall be limited to the
amount necessary to relieve the Participant's financial hardship. The
determination of whether a Participant has a qualifying hardship and
the amount which qualifies for distribution, if any, shall be made by
the Committee in its sole
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discretion. The Committee may require evidence of the purpose and
amount of the need, and may establish such application or other
procedures as it deems appropriate.
(e) RIGHTS TO DEFERRED SHARES AND EARNINGS. A Participant may not
assign his or her claim to Deferred Shares and Deferred Earnings
during his or her lifetime, except in accordance with Section 8.03 of
this Plan. A Participant's right to Deferred Shares and Deferred
Earnings shall at all times constitute an unsecured promise of the
Company to pay benefits as they come due. The right of the Participant
or his or her beneficiary to receive benefits hereunder shall be
solely an unsecured claim against the general assets of the Company.
Neither the Participant nor his or her beneficiary shall have any
claim against or rights in any specific assets or other fund of the
Company, and any assets in the Trust shall be deemed general assets of
the Company.
ARTICLE VIII
MISCELLANEOUS
8.01 ADJUSTMENTS FOR CAPITAL CHANGES.
(a) RECAPITALIZATIONS; STOCK SPLITS, ETC. The number and kind of
shares which may be purchased under the Plan, and the number and kind
of shares subject to outstanding Plan Share Awards, shall be
proportionately adjusted for any increase, decrease, change or
exchange of shares of Common Stock for a different number or kind of
shares or other securities of the Company which results from a merger,
consolidation, recapitalization, reorganization, reclassification,
stock dividend, split-up, combination of shares, or similar event in
which the number or kind of shares is changed without the receipt or
payment of consideration by the Company.
(b) TRANSACTIONS IN WHICH THE COMPANY IS NOT THE SURVIVING ENTITY. In
the event of (i) the liquidation or dissolution of the Company, (ii) a
merger or consolidation in which the Company is not the surviving
entity, or (iii) the sale or disposition of all or substantially all
of the Company's assets (any of the foregoing to be referred to herein
as a "Transaction"), all outstanding Plan Share Awards shall be
adjusted for any change or exchange of shares of Common Stock for a
different number or kind of shares or other securities which results
from the Transaction.
(c) CONDITIONS AND RESTRICTIONS ON NEW, ADDITIONAL, OR DIFFERENT
SHARES OR SECURITIES. If, by reason of any adjustment made pursuant to
this Section, a Participant becomes entitled to new, additional, or
different shares of stock or securities, such new, additional, or
different shares of stock or securities shall thereupon be subject to
all of the conditions and restrictions
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which were applicable to the shares pursuant to the Plan Share Award
before the adjustment was made. In addition, the Committee shall have
the discretionary authority to impose on the Shares subject to Plan
Share Awards to Employees such restrictions as the Committee may deem
appropriate or desirable, including but not limited to a right of
first refusal, or repurchase option, or both of these restrictions.
(d) OTHER ISSUANCES. Except as expressly provided in this Section,
the issuance by the Company or an Affiliate of shares of stock of any
class, or of securities convertible into shares of Common Stock or
stock of another class, for cash or property or for labor or services
either upon direct sale or upon the exercise of rights or warrants to
subscribe therefor, shall not affect, and no adjustment shall be made
with respect to, the number or class of shares of Common Stock then
subject to Plan Share Awards or reserved for issuance under the Plan.
8.02 AMENDMENT AND TERMINATION OF PLAN. The Board may, by resolution, at
any time amend or terminate the Plan; provided that no amendment or termination
of the Plan shall, without the written consent of a Participant, impair any
rights or obligations under a Plan Share Award theretofore granted to the
Participant.
The power to amend or terminate the Plan in accordance with this
Section 8.02 shall include the power to direct the Trustee to return to the
Company all or any part of the assets of the Trust, including shares of Common
Stock held in the Plan Share Reserve. However, the termination of the Trust
shall not affect a Participant's right to earn Plan Share Awards and to receive
a distribution of Common Stock relating thereto, including earnings thereon, in
accordance with the terms of this Plan and the grant by the Committee or the
Board.
8.03 NONTRANSFERABILITY. Plan Share Awards may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by
will or by the laws of descent and distribution. Notwithstanding the foregoing,
or any other provision of this Plan, a Participant who holds Plan Share Awards
may transfer such Awards to his or her spouse, lineal ascendants, lineal
descendants, or to a duly established trust for the benefit of one or more of
these individuals. Plan Share Awards so transferred may thereafter be
transferred only to the Participant who originally received the grant or to an
individual or trust to whom the Participant could have initially transferred the
Awards pursuant to this Section 8.03. Plan Share Awards which are transferred
pursuant to this Section 8.03 shall be exercisable by the transferee according
to the same terms and conditions as applied to the Participant.
8.04 NO EMPLOYMENT OR OTHER RIGHTS. Neither the Plan nor any grant of a
Plan Share Award or Plan Shares hereunder nor any action taken by the Trustee,
the Committee or the Board in connection with the Plan shall create any right,
either express or implied, on the part of any Employee or Director to continue
in the service of the Company, the Bank, or an Affiliate thereof.
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8.05 VOTING AND DIVIDEND RIGHTS. No Participant shall have any voting or
dividend rights or other rights of a stockholder in respect of any Plan Shares
covered by a Plan Share Award prior to the time said Plan Shares are actually
distributed to him.
8.06 GOVERNING LAW. The Plan and Trust shall be governed and construed
under the laws of the State of Georgia to the extent not preempted by Federal
law.
8.07 EFFECTIVE DATE. The Plan shall become effective immediately upon its
approval by a favorable vote of stockholders of the Company who own at least a
majority of the total votes eligible to be cast at a duly called meeting of the
Company's stockholders held in accordance with applicable laws, provided that
the Plan shall not be submitted for such approval within the six-month period
after the Date of Conversion. In no event shall Plan Share Awards be made prior
to the Effective Date.
8.08 TERM OF PLAN. This Plan shall remain in effect until the earlier of
(i) termination by the Board, or (ii) the distribution of all assets of the
Trust. Termination of the Plan shall not affect any Plan Share Awards previously
granted, and such Awards shall remain valid and in effect until they have been
earned and paid, or by their terms expire or are forfeited.
8.09 TAX STATUS OF TRUST. It is intended that (i) the Trust associated with
the Plan be treated as a grantor trust of the Company under the provisions of
Section 671 et seq. of the Code, as the same may be amended from time to time,
and (ii) that in accordance with Revenue Procedure 92-65 (as the same may be
amended from time to time), Participants have the status of general unsecured
creditors of the Company, the Plan constitutes a mere unfunded promise to make
benefit payments in the future, the Plan is unfunded for tax purposes and for
purposes of Title I of the Employee Retirement Income Security Act of 1974, as
amended, and the Trust has been and will continue to be maintained in conformity
with Revenue Procedure 92-64 (as the same may be amended from time to time).
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