GREENE COUNTY BANCSHARES, INC. 2004 LONG-TERM INCENTIVE PLAN Stock Option Award AgreementExecutive Compensation Plan Agreement |
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Exhibit 10.1
GREENE COUNTY BANCSHARES, INC.
2004 LONG-TERM INCENTIVE PLAN
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Stock Option Award Agreement
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Award No. _______
You (the “Participant”) are hereby awarded the following stock option (the “Option”) to purchase Shares of Greene County Bancshares, Inc. (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”) and in the Greene County Bancshares, Inc. 2004 Long-Term Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award, including your tax alternatives and their consequences.
By executing this Award Agreement, you agree to be bound by all of the Plan’s terms and conditions as if they had been set out verbatim in this Award Agreement. In addition, you recognize and agree that all determinations, interpretations, or other actions respecting the Plan and this Award Agreement shall be made by the Board of Directors (the “Board”) of Greene County Bancshares, Inc., or any Committee appointed by the Board to administer the Plan, and shall be final, conclusive and binding on all parties, including you and your successors in interest. Capitalized terms are defined in the Plan or in this Award Agreement.
1. Variable Terms. This Option shall have, and be interpreted according to, the following terms, subject to the provisions of the Plan in all instances:
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Name of Participant: |
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Type of Stock Option: |
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¨Stock Option (ISO)1 |
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¨Non-Incentive Stock Option2 |
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Number of Shares subject to Option: |
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Option Exercise Price per Share: |
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Grant Date: |
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Expiration Date: |
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¨____ years after Grant Date |
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¨10 years after Grant Date |
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Vesting Schedule: |
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(Establishes the Participant’s rights to exercise this Option with respect to the Number of Shares stated above.) |
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___% on Grant Date. |
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___% on each of the first __(#) annual (_quarterly/__monthly) anniversary dates of the Participant’s Continuous Service after the Grant Date. |
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1 If an ISO is awarded to a person owning more than 10% of the voting power of all classes of stock of the Company or of any Subsidiary, then the term of the Option cannot exceed 5 years and the exercise price must be at least 110% of the Fair Market Value of a Share (100% for any other employee who is receiving ISO awards).
2 The exercise price of a non-ISO must be at least 50% of the Fair Market Value.
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Exhibit 10.1
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Stock Option Award Agreement |
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Greene County Bancshares, Inc. |
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2004 Long-Term Incentive Plan |
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2. Term of Option. The term of the Option shall expire at 5:00 p.m. (E.D.T. or E.S.T., as applicable) on the Expiration Date.
3. Manner of Exercise. The Option shall be exercised in the manner set forth in the Plan and as determined by the Committee. The amount of Shares for which the Option may be exercised is cumulative; that is, if you fail to exercise the Option for all of the Shares vested under the Option during any period set forth above, then any Shares subject to the Option that are not exercised during such period may be exercised during any subsequent period, until the expiration or termination of the Option pursuant to Sections 2 and 5 of this Award Agreement and the terms of the Plan. Fractional Shares may not be purchased.
4. Special ISO Provisions. If designated as an ISO, this Option shall be treated as an ISO to the extent allowable under Section 422 of the Code, and shall otherwise be treated as a Non-ISO. If you sell or otherwise dispose of Shares acquired upon the exercise of an ISO within 1 year from the date such Shares were acquired or 2 years from the Grant Date, you agree to deliver a written report to the C
