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INCORPORATORS STOCK OPTION AGREEMENT

Equity Incentive Plan Agreement

INCORPORATORS STOCK OPTION AGREEMENT | Document Parties: CapitalSouth Bancorp | FINANCIAL INVESTORS OF THE SOUTH, INC.  | W. Dan Puckett You are currently viewing:
This Equity Incentive Plan Agreement involves

CapitalSouth Bancorp | FINANCIAL INVESTORS OF THE SOUTH, INC. | W. Dan Puckett

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Title: INCORPORATORS STOCK OPTION AGREEMENT
Governing Law: Alabama     Date: 10/5/2005

INCORPORATORS STOCK OPTION AGREEMENT, Parties: capitalsouth bancorp , financial investors of the south  inc.  , w. dan puckett
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EXHIBIT 10.11

 

THIS STOCK OPTION AGREEMENT, THE OPTIONS EVIDENCED HEREBY AND THE COMMON STOCK TO WHICH THEY RELATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 AND THE ALABAMA SECURITIES ACT (THE “SECURITIES ACTS”) BUT HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN WHOLE OR IN PART EXCEPT IN ACCORDANCE WITH THE TERMS OF THIS STOCK OPTION AGREEMENT AND UNLESS REGISTERED OR EXEMPTED FROM REGISTRATION UNDER THE SECURITIES ACTS.

 

 

 

 

No. NISO-001

 

January 15, 1992

 

INCORPORATORS STOCK OPTION AGREEMENT

 

To Subscribe for and purchase shares of Common Stock, par value $1.00, of

 

FINANCIAL INVESTORS OF THE SOUTH, INC.

 

THIS INCORPORATORS STOCK OPTION AGREEMENT (this “Agreement”) provides and certifies that W. Dan Puckett (hereinafter the “Optionholder”), is the owner of Thirty Thousand (30,000) Options, each of which entitles the owner thereof to purchase from Financial Investors of the South, Inc., a Delaware corporation, or its successors (hereinafter called the “Company”), at any time until the expiration hereof, one (1) share of Common Stock of the Company (individually, a “Common Share” and collectively, the “Common Shares”), at a price which is the greater of (i) Ten Dollars ($10.00) per share (the “Fixed Exercise Price”), or (ii) the book value of a share of Common Stock as of the end of the immediately preceding quarter ended based upon the number of Common Shares outstanding on the date of exercise (the “Variable Exercise Price”), calculated by the Company’s regular independent certified accountants in accordance with generally accepted accounting principles (together the Fixed Exercise Price and the Variable Exercise Price are collectively referred to as the “Exercise Price”). For purposes of this Agreement, the term “Common Shares” shall mean the class of capital stock of the Company designated as common stock, par value $1.00, as of the date hereof and any other class of capital stock of the Company resulting from successive changes or reclassifications of the Common Shares. This Agreement is made and entered into in consideration of the past and future services provided and to be provided by the Optionholder to the Company; provided that this Agreement is not subject to and shall not bind the Optionholder to provide any such future services.

 

1. Exercise of Options . The Options evidenced hereby may be exercised by the Optionholder hereof, in whole or in part, at any time, and from time to time, on or before 5:00 P.M., Central time, on January 15, 2004, by the surrender of this Agreement, duly endorsed (unless endorsement is waived by the Company), with the form of exercise at the end hereof duly executed by such Optionholder, at the principal office of the Company (or at such other office or


agency of the Company as it may designate by notice in writing to the Optionholder hereof at such Optionholder’s last address appearing on the books of the Company) and upon payment to the Company by certified or official bank check or checks payable to the order of the Company of the purchase price of the Common Shares purchased. The Company agrees that the Common Shares so purchased shall be deemed to be issued to the Optionholder hereof on the date on which this Agreement shall have been surrendered and payment made for such Common Shares as aforesaid; provided , however , that no such surrender and payment on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person entitled to receive such Common Shares as the record holder thereof on such date, but such surrender and payment shall be effective to constitute the person entitled to receive such Common Shares as the record holder thereof for all purposes immediately after the opening of business on the next succeeding day on which such stock transfer books are open. The certificate(s) for such Common Shares shall be delivered to the Optionholder within a reasonable time after Options evidenced hereby shall have been so exercised and a new Incorporators Stock Option Agreement, in substantially the form hereof, evidencing the number of Options, if any, remaining unexercised shall also be issued to the Optionholder within such time unless such Options shall have expired. The right to exercise the Options represented hereby shall expire at 5:00 P.M., Central time, on January 15, 2004. This Agreement shall terminate at the time of expiration and shares covered hereby shall be released to the Company.

 

2. Certain Terms . For purposes hereof, the following shall be applicable:

 

a. Record Date . In case the Company shall take a record of the holders of its Common Shares for the purpose of entitling them (i) to receive a dividend or other distribution payable in Common Shares or securities convertible into or exchangeable for Common Shares (“Convertible Securities”) or (ii) to subscribe for or purchase Common Shares or Convertible Securities, then such Common Shares or Convertible Securities shall be deemed to have been issued or sold on such record date as a result of the declaration of such dividend or such other distribution or the granting of such right of subscription or purchase, as the case may be.

 

b. Reorganization, Reclassification, Consolidation, Merger . Prior to the full exercise of the Options evidenced hereby, the Company shall not effect any capital reorganization, reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any sale, transfer or other disposition of all or substantially all of the Company’s properties to another person, unless as a condition to such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition lawful and adequate provision shall be made (including by the issuance of an option agreement in substitution herefor, which option agreement, in order to protect a holder of options from any dilutive event affecting the Company or successor or surviving corporation, as applicable, and/or affecting the common stock which is the subject of the substitute option agreement, shall provide for normal and customary antidilution provisions acceptable to each holder of Options and his counsel, including provision for adjustments based upon a market price and a conversion price formula), in form and substance reasonably satisfactory to each Optionholder and his counsel, whereby each Optionholder shall from time to time thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Common Shares from time to time theretofore issuable upon exercise of the Options, such shares


of stock, securities or properties as may be issuable or payable with respect to or in exchange for a number of outstanding Common Shares equal to the number of Common Shares immediately theretofore issuable upon exercise of the Options, had such reorganization, reclassification, sale, transfer, disposition, consolidation or merger not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each holder of Options to the end that the provisions hereof shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares or stock, securities or properties thereafter deliverable upon the exercise thereof.

 

The Company shall not effect any such consolidation, merger, sale, transfer or other disposition, unless prior to or simultaneously with the consummation thereof the successor corporation, if other than the Company, resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such properties shall assume, by written instrument executed and mailed or delivered to the holders of Options at the last address of such holders appearing on the books of the Company, the obligation to deliver to such holders such shares of stock, securities or properties, in accordance with the foregoing provisions, as such holders may be entitled to acquire. The above provisions of this subparagraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers, or other dispositions.

 

c. Fractional Shares . Upon exercise of the Options, fractional Common Shares shall not be issued but any fractional interests in a Common Share resulting therefrom shall be purchased by the Company for the price obtained by multiplying such fractional interest by the fair market value of a Common Share on the date of such exercise as determined in good faith by the board of directors of the Company.

 

3. Anti-Dilution Provisions .

 

a. In the event the Company should at any time or from time to time after the _____________ ____, 1992 (the “Original Issue Date”), fix a record date for the effectuation of a split or subdivision of the outstanding Common Shares or the determination of holders of Common Shares entitled to receive a dividend or other distribution payable in additional Common Shares or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional Common Shares (hereinafter referred to as “Common Share Equivalents”) without payment of any consideration by such holder for the additional Common Shares or the Common Share Equivalents (including the additional Common Shares issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend, distribution, split or subdivision if no record date is fixed), the Fixed Exercise Price shall be adjusted to equal the product obtained by multiplying the Fixed Exercise Price by a fraction the numerator of which is the number of outstanding Common Shares prior to such split, subdivision, dividend or distribution and the denominator of which is the number of outstanding Common Shares after giving effect to such split, subdivision, dividend or distribution.

 

b. If the number of Common Shares outstanding at any time after the Original Issue Date is decreased by a combination of the outstanding Common Shares, then, following the record date of such combination, the Fixed Exercise Price shall be adjusted to equal the product obtained by multiplying the Fixed Exercise Price by a fraction the numerator



 
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