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EXHIBIT 4.3
PIEDMONT BANCSHARES CORPORATION
STOCK OPTION PLAN
SECTION ONE
DEFINITIONS
As used herein:
(a) The word "Corporation" means Piedmont BancShares Corporation.
(b) The word "Bank" means the Enterprise National Bank of the
Piedmont, the wholly owned subsidiary of the Corporation.
(c) The word "board" means the Board of Directors of the
Corporation.
(d) The word "plan" means this stock option plan, as herein set
forth.
(e) The word "committee" means the stock option committee, as
described in Section Three hereof.
(f) The words "key employees" mean those officers, division
managers, and department heads of the Corporation or the Bank
set forth on Exhibit A or who are selected by the committee to
receive stock options as provided in Section Three hereof.
(g) The word "options" means a certificate of stock option granted
to an optionee pursuant to this plan in form as attached
hereto as Exhibit B.
(h) The word "optionee" means a key employee holding a stock
option under the plan.
SECTION TWO
PURPOSES
The purposes of the plan are:
(a) To encourage a sense of proprietorship on the part of officers
and those key employees who will be largely responsible for
the continued growth of the Bank and the Corporation.
(b) To furnish such officers and employees with further incentive
to develop and promote the business and financial success of
the Bank and the Corporation.
(c) To induce such officers and employees to continue in the
service of the Bank and the Corporation, by providing a means
whereby such officers and other selected key employees may be
given an opportunity to purchase stock in the Corporation.
SECTION THREE
ADMINISTRATION
(a) The plan shall be administered by a stock option committee
consisting of five (5) members of the board who are not
eligible to receive options under the plan, whom the board may
appoint from time to time, and who shall serve during the
pleasure of the board. The board may, from time to time,
appoint members of the committee by substitution for members
previously appointed and fill
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vacancies, however caused, in the committee. A majority of the
committee shall constitute a quorum. All determinations of the
committee shall be made by a majority of its members.
(b) Subject to the express provisions of the plan, the committee
shall issue to the individuals holding the offices listed on
attached Exhibit A options to purchase common shares of the
Corporation in the amounts as set forth on Exhibit A (which
amounts shall include any options granted to such individuals
in an employment contract or other written agreement approved
by the board); and further, the committee shall have the power
and authority, in its discretion, to determine from time to
time those officers and employees to whom additional options
are to be granted, and, subject to the limitations imposed by
Section Five hereof, the times when such options shall be
granted (but no later than twelve months after the OCC has
granted the bank the authority to open for business) and the
number of shares to be covered by each option. Accomplishment
of individuals in furthering the interests of the Bank or the
Corporation shall be the primary guide of the committee in
apportioning the number of shares to be optioned to key
employees, but the committee may take into consideration the
position held by an employee, his compensation, and other
factors that the committee may deem pertinent.
(c) Subject to the express provisions of the plan, the committee
shall also have the power and authority to construe and
interpret the plan and the respective option agreements
entered into thereunder, and to make all other determinations
necessary or advisable for administering the plan. The
determination of the committee on all matters referred to in
this section shall be final and conclusive.
SECTION FOUR
ELIGIBILITY
Options may be granted only to officers and key employees of the
Corporation or the Bank who are selected in accordance with the provisions of
this plan by the stock option committee, or as provided in an employment
contract with such officers or key employees approved by the board.
SECTION FIVE
SHARES SUBJECT TO PLAN
The stock to be sold pursuant to options granted under this plan shall
be authorized but unissued shares of the common stock, One Dollar ($1.00) par
value, of the Corporation. The total number of shares which may be optioned
during the existence of this plan (including those optioned as shown on Exhibit
A) shall not exceed 75,000.
SECTION SIX
OPTION PRICE
The purchase price of the shares under each option granted pursuant to
the plan shall be $10.00 per share.
SECTION SEVEN
DURATION OF OPTIONS
Each option granted hereunder shall continue for a period of ten (10)
years from the date of its grant or issuance, unless sooner terminated under the
provisions of Section Eight hereof.
SECTION EIGHT
TERMINATION OF OPTIONS
(a) In the event of termination of the employment of an optionee
other than the President or an Executive Vice-President, for
any cause, other than death of the optionee, whether by reason
of resignation or discharge or retirement, each option granted
such optionee shall terminate immediately upon the date on
which such employment terminated.
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(b) Each option granted an optionee shall terminate twelve (12)
months from the date of such optionee's death, provided such
optionee at the time of his death was in the employ of the
Bank or the Corporation.
SECTION NINE
EXERCISE AND VESTING OF OPTIONS
(a) Subject to the terms and conditions of this plan, options may
be exercised by written notice to the Corporation at its
principal office and addressed to the attention of the
Secretary in form as attached hereto as Exhibit C.
(b) No portion of an option may be exercised unless and until the
optionee shall have remained in the continuous employ of the
Bank or the Corporation for twelve (12) months from the date
such option was granted; provided, however, that subject to
the vesting schedule set forth in (c) below, in the event of
the death of such optionee while in the employ of the Bank or
the Corporation within twelve (12) months from the date such
option was granted, such option shall become exercisable
immediately on the date of such death.
(c) All options granted hereunder shall vest (i) twenty-five
percent (25%) after one (1) year, (ii) fifty percent (50%)
after two (2) years, and (iii) one hundred (100%) after three
(3) years following the date such option was granted. Thus,
for example, an option that is twenty-five percent (25%)
vested after one (1) year will entitle the optionee to
purchase twenty-five percent (25%) of the total number of
shares covered by said option.
(d) Notwithstanding the provisions of (c) above, all options
granted hereunder shall become one hundred percent (100%)
vested immediately upon the (i) Corporation or the Bank
entering into any merger agreement in which the Corporation or
the Bank is not the surviving entity, or (ii) sale of a
controlling interest of the stock of the Corporation or the
Bank.
(e) That portion of an option that has vested may be exercised
either at one time as to the total number of shares covered
thereby, or from time to time as to any portion thereof in
units of ten (10) shares or multiples thereof.
(f) On the exercise of an option, a certificate or certificates
evidencing the shares as to which the option is exercised
shall be delivered to the person exercising the option.
(g) Subject to the limitations imposed by Sections Seven and Eight
hereof, in the event of the death of an optionee, the option
or options theretofore granted to the optionee may be
exercised by the legal representatives of the estate of the
optionee or by the person or persons to whom the optionee's
rights under the option or options shall pass by will or the
laws of descent or distribution.
SECTION TEN
PAYMENT
Payment of the purchase price for shares purchased under options
granted under the plan must be made in full in cash at the time of the exercise
of the option in the manner provided in Section Nine hereof.
SECTION ELEVEN
NONTRANSFERABILITY OF OPTIONS
An option granted under the plan may not be transferred except by will
or the laws of descent or distribution and, during the lifetime of the optionee,
may be exercised only by the optionee.
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SECTION TWELVE
AGREEMENT TO CONTINUE IN EMPLOYMENT
Each key employee to whom an option is granted shall, in consideration
of the granting of such option to him, agree that he or she will remain in the
continuous service of the Corporation or the Bank as an officer or employee for
a period of at least one (1) year from the date of the granting of the option,
except as the optionee may be prevented from doing so by death or disability.
Nothing in this plan or in any option granted hereunder shall be deemed
to confer on any individual any right to continue in the employ of the
Corporation or the Bank or interfere in any way with the right of the
Corporation or the Bank to terminate such individual's employment at any time.
SECTION THIRTEEN
PURCHASE OF SHARES FOR INVESTMENTS
Each optionee and each other person who shall exercise an option shall
represent and agree that all shares purchased pursuant to such option will be
purchased for investment and not with a view to the distribution or resale
thereof.
SECTION FOURTEEN
ADJUSTMENT OF SHARES
In the event of a merger, consolidation, reorganization,
recapitalization, reclassification of stock, stock dividend, splitup, or other
change in the corporate structure or capitalization of the Corporation affecting
the Corporation's common stock as presently constituted, appropriate adjustments
shall be made by the board of directors in the aggregate number and kind of
shares subject to the plan, the maximum number and kind of shares for which
options may be granted to any one employee, and the number and kind of shares
and the price per share subject to outstanding options.
SECTION FIFTEEN
REGISTRATION OR QUALIFICATION OF SHARES
Each option shall be subject to the condition that, if at any time the
committee shall determine in its discretion that the registration or
qualification of the shares covered thereby under any state or federal law is
necessary or desirable as a condition of or in connection with the granting of
such option or the delivery of shares on the exercise thereof, no such option
may be granted or, if granted, delivery of shares on the exercise thereof shall
be deferred, until such registration or qualification shall have been effected.
In the event the committee determines that registration or qualification of
shares is necessary or desirable, the Corporation shall, at its expense, take
such action as may be required to effect such registration or qualification.
SECTION SIXTEEN
SUSPENSION, AMENDMENT, OR TERMINATION OF PLAN
Unless the plan shall have been earlier terminated by the board of
directors, the plan shall terminate upon the expiration of twelve (12) months
after the Bank has been granted final authority by the OCC to open for business.
The board of directors of the Corporation shall have the right, at any time, to
suspend, amend or terminate the plan; provided, however, that, unless duly
approved by the holders of a majority of the common stock of the Corporation, no
amendment shall increase the total number of shares that shall be the subject of
the plan or change the formula for determining the purchase price for the
optioned shares, and provided further that no termination of the plan or action
by the board of directors in amending or suspending the plan shall affect or
impair the rights of an optionee under any option previously granted under the
plan.
No option may be granted under the plan during any suspension thereof
or after the termination thereof.
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SECTION SEVENTEEN
DATE OF PLAN ADOPTION
This plan was adopted by the board of directors and the shareholders of
the Corporation pursuant to unanimous written consent as of July 14, 1989.
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