EXHIBIT 10.1
[Execution Copy]
ALABAMA NATIONAL BANCORPORATION
1999 LONG TERM INCENTIVE
PLAN
N ON
-Q UALIFIED S TOCK O PTION A GREEMENT
Date of Grant: January 1, 2000
T HIS N ON
- QUALIFIED S TOCK O PTION A GREEMENT (this “Agreement”) is entered into
as of December 31, 1999, between J AMES R.
T HOMPSON , III (“Optionee”) and A
LABAMA N ATIONAL B AN
C ORPORATION , a Delaware corporation (the
“Company”).
Recitals
WHEREAS, the Company has previously
adopted the 1999 Long Term Incentive Plan
(“Plan”);
WHEREAS, the Committee (as defined
in the Plan) desires to grant a non-qualified stock option to
Optionee pursuant to the Plan; and
WHEREAS, Optionee desires to accept
such option.
Agreement
NOW, THEREFORE, in consideration of
the foregoing facts and the mutual promises set forth herein, the
parties agree as follows:
1. Grant of Option . Subject
to the terms and conditions hereinafter set forth, the Company,
with the approval and at the direction of the Committee, hereby
grants to the Optionee, as of the date first written above (the
“Date of Grant”), an option to purchase up to Five
Thousand (5,000) shares of Stock (the “Granted Shares”)
at a price of $18.875 per share, the Fair Market Value of the Stock
on the Date of Grant. Such option is hereinafter referred to as the
“Option,” and the shares of Stock purchased upon
exercise of the Option are hereinafter sometimes referred to as the
“Option Shares.” The Option is not intended by
the parties to be, and shall not be treated as, an incentive
stock option (as such term is defined under Section 422 of the
Internal Revenue Code of 1986, as amended).
2. Vesting of Option .
Subject to such further limitations as are provided herein, the
Option shall become exercisable during the term of Optionee’s
employment in three (3) equal annual installments of one-third
( 1
/ 3 ) of the Granted Shares, the first
installment to be exercisable on the January 1, 2003, with an
additional one-third of such Granted Shares becoming exercisable on
each of January 1, 2004 and January 1, 2005. The installments shall
be cumulative (i.e., this Option may be exercised, as to any or all
Granted Shares covered by an installment, at any time or times
after an installment becomes exercisable and until expiration of
the Option Term (as hereinafter defined) or other termination of
this Option).
3. Option Term . The Option
shall not be exercisable more than ten (10) years after the Date of
Grant (the “Option Term”).
4. Method of Exercise .
Subject to Section 2 above and the other terms and conditions of
this Agreement, the Option may be exercised in whole or in part by
giving written notice of exercise to the Company specifying the
number of Option Shares to be purchased, accompanied by payment in
full of the purchase price, in cash, by check or such other
instrument as may be acceptable to the Committee. As determined by
the Committee, in its sole discretion, payment in full or in part
may also be made in the form of (a) unrestricted Stock owned by the
Optionee or (b) Restricted Stock owned by the Optionee awarded
under the Plan, based, in either case, on the Fair
Market Value of such Stock on the date the
Option is exercised, as determined by the Committee. If payment of
the Option exercise price is made in whole or in part with shares
of Restricted Stock, the Option Shares received upon the exercise
of such Option shall be restricted or deferred, as the case may be,
in accordance with the original term of the Restricted Stock award
in question, except that the Committee may direct that such
restrictions or deferral provisions shall apply only to the number
of such Option Shares equal to the number of shares of Restricted
Stock surrendered upon the exercise of such Option. No Option
Shares shall be issued until full payment therefor has been made.
Optionee shall have the rights to dividends or other rights of a
stockholder with respect to Option Shares subject to the Option
when Optionee has given written notice of exercise and has paid in
full for such Option Shares.
5. Transferability of Options
. The Option shall not be transferable by Optionee other than by
will or by the laws of descent and distribution and shall be
exercisable, during Optionee’s lifetime, only by Optionee;
provided, however, that the Option shall be transferable to members
of Optionee’s immediate family (which shall include
Optionee’s spouse, children and grandchildren, whether
natural or adopted) and to trusts for the benefit of such family
members and partnerships or limited liability companies in which
such family members are the only partners or members. For purposes
of Sections 6, 7 and 8 of this Agreement, a transferred Option may
be exercised by the transferee only to the extent that Optionee
would have been entitled had the Option not been
transferred.
6. Termination of Employment by
Reason of Death . If Optionee’s employment with the
Company and/or any Subsidiary terminates by reason of death, then
the Option shall immediately become exercisable in full
(notwithstanding Section 2 above), and the Option may thereafter be
exercised, in whole or in part, by the legal representative of the
estate or by the legatee of Optionee under the will of Optionee,
for a period of three (3) years from the date of death or until the
expiration of the Option Term, whichever period is the
shorter.
7. Termination of Employment by
Reason of Disability . If Optionee’s employment with the
Company and/or any Subsidiary terminates by reason of Disability,
then the Option shall immediately become exercisable in full
(notwithstanding Section 2 above), and the Option may thereafter be
exercised, in whole or in part, for a period of three (3) years
from the date of such termination of employment or until the
expiration of the Option Term, whichever period is the shorter; and
if Optionee dies within such period, any unexercised Option held by
Optionee shall thereafter be exercisable, in whole or in part, for
the remainder of such period.
8. Termination of Employment by
Reason of Retirement . If Optionee’s employment with the
Company and/or any Subsidiary terminates by reason of Retirement
(with Committee consent) under a formal plan or policy of the
Company, then the Option may thereafter be exercised for a period
of three (3) years from the date of such termination of employment
or until the expiration of the Option Term, whichever period is the
shorter, to the extent, but only to the extent, that Optionee could
have exercised the Option as of the date of Retirement; and if
Optionee dies within such period, any unexercised Option that was
exercisable at the time of death shall thereafter be exercisable
for the remainder of such period. Notwithstanding anything to the
contrary herein, the Committee may, in connection with such
Retirement, make such adjustments in the terms and conditions of
the Option as the Committee in its sole discretion determines are
equitably warranted under the circumstances, including, without
limitation, acceleration of exercise terms.
9. Other Termination of
Employment . If Optionee’s employment with the Company
and/or any Subsidiary terminates for any reason, whether
voluntarily or involuntarily, other than (a) death, (b) Disability
or (c) Retirement, the Option may thereafter be exercised, in whole
or in part, for a period of three (3) months following such
termination of employment or until the expiration of the Option
Term, whichever period is the shorter, to the extent, but only to
the extent, that the Option was exercisable as of the date of
termination of employment and had not previously been
exercised.
10. Change in Control
.
(a) In the case of a merger or
consolidation in which the Company is not the surviving
corporation, or a sale or other transfer of all or substantially
all of the business or property of the Company (including, but not
limited to, the sale or other transfer of one or more of the
Company’s principal Subsidiary banks if such sale or transfer
could constitute a substantial majority of the Company’s
business or assets), or liquidation or dissolution of the Company,
or in the event of a tender offer or any other change involving a
threatened change in control of the Company which, in the opinion
of the Committee, could deprive Optionee of the benefits intended
to
be conferred by the award granted hereunder, the
Committee may, in anticipation of any such transaction event, make
such adjustments in the terms and conditions of the Option as the
Committee in its sole discretion determines are equitably warranted
under the circumstances, including, without limitation,
acceleration of exercise terms. Upon the Committee’s
determination to make any such adjustments, the terms a
