EXHIBIT 10.4
FINANCIAL INVESTORS OF THE SOUTH,
INC.
2004 INCENTIVE STOCK OPTION
PLAN
STOCK OPTION
AGREEMENT
These securities have not been
registered under the Securities Act of 1933 (the “Act”)
or the securities laws of any state, and they or any interest
therein may not be offered, sold, transferred, assigned, pledged or
otherwise disposed of in whole or in part, in such a manner as to
violate the registration requirements of the Act or any applicable
state securities laws, and (a) without the issuer having
received (i) prior written notice from the holder of the
holder’s intention to make such offer, sale, transfer,
assignment, pledge or other disposition, and (ii) an opinion
of counsel that such offer, sale, transfer, assignment, pledge or
other disposition will not (A) result in the issuer being
subjected to any additional regulatory requirements, or
(B) violate applicable law or the certificate of incorporation
of the issuer; and (b) without the holder having received the
prior written consent of the issuer to such offer, sale, transfer,
assignment, pledge or other disposition.
THIS STOCK OPTION AGREEMENT (this
“Agreement”) is made and entered into effective as of
the 15 th day of November, 2004, by and
between FINANCIAL INVESTORS OF THE SOUTH, INC., a Delaware
corporation (the “Company”), and
__________________________________ (the “Optionee”),
pursuant to 2004 Incentive Stock Option Plan (the
“Plan”) of the Company.
RECITALS
The Compensation Committee (the
“Committee”) of the Board of Directors (the
“Board”) of the Company has determined that it would be
to the advantage and best interests of the Company and its
stockholders to grant the option provided for in this Agreement to
the Optionee in recognition of past services rendered by the
Optionee to the Company and to give the Optionee additional
incentive in furthering the business success of the Company. The
Company is the owner of 100% of the capital stock of Bank of
Alabama, an Alabama banking corporation, and of Capital Bank, an
Alabama banking corporation.
In consideration of the premises and
mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
1. The option rights granted herein
are in all respects subject to, and shall be governed and
determined by, the provisions set forth in the Plan and to any
rules which might be adopted by the Committee with respect thereto
to the same extent and with the same effect as if set forth fully
herein. Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Plan.
2. The Company does hereby grant
unto the Optionee the right and option, in the form of an Incentive
Stock Option (ISO) intended to qualify under Section 422A of
the Internal Revenue Code (“Incentive Stock Option”),
to purchase from the Company ______ Thousand (
) Shares of the Company’s common stock, par value $1.00 per
share (the “Option”), from authorized but unissued
Shares of the Company or Shares held in the treasury of the Company
(to be determined in the discretion of the Company), at and for a
purchase price of $15.00 per share (the “Exercise
Price”), which has been determined by the Committee to be the
Fair Market Value of a Share of the Company’s stock as of the
date hereof.
3. The Option shall be exercised by
(i) written notice delivered to the Company of the
Optionee’s intent to exercise the Option, which notice shall
specify the number of Shares then being exercised, the person in
whose name the stock certificate or certificates for such Shares of
stock is to be registered, such person’s address and the
social security number or tax identification number of such person;
(ii) delivery of such representations and agreements as to the
Optionee’s investment intent with respect to such Shares as
may be satisfactory to the Company’s counsel; and
(iii) the payment in full to the Company of an amount equal to
the amount obtained by multiplying the Exercise Price by the number
of Shares then being purchased. The Option price shall be payable
in full in cash or its equivalent at the time of the exercise of
the Option.
1
4. In lieu of exercise of Options by
payment in cash or its equivalent of the Option Price, the Optionee
may exercise Options by surrendering Options having a “Net
Value” equal to the aggregate Exercise Price of the Options
to be exercised, where “Net Value” is equal
