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EXHIBIT
10.2
FINANCIAL INVESTORS OF THE
SOUTH, INC.
1994 STOCK INCENTIVE
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 _____ day of ____________, _______, by and between
FINANCIAL INVESTORS OF THE SOUTH, INC., a Delaware corporation (the
“Company”), and __________________________________ (the
“Optionee”), pursuant to the Financial Investors of the
South 1994 Stock Incentive Plan (the
“Plan”).
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
Shareholders 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 (the
“Bank”).
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
________________________ 1 , to purchase from the
Company ________(
) shares of the Company’s Stock, par value $1.00 per share
(the “Option”), from authorized but unissued shares of
the Company or shares of Stock of the Company held in the treasury
of the Company (to be determined in the discretion of the Company),
at and for a purchase price of $_________ per share (the
“Exercise Price”), which has been determined by the
Committee to be the Fair Market Value of the Company’s Stock
as of the date hereof.
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Either: (i) Incentive Stock Option (ISO)
intended to qualify under Section 422A of the Internal Revenue
Code (“Incentive Stock Option”); or
(ii) Non-Qualified Stock Option (NQSO) which are not intended
to qualify under Section 422A of the Internal Revenue Code
(“Non-Qualified Stock Option”). |
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 of Stock 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 of Stock 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 of Stock 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.
4. In lieu of exercise of
Options by payment in cash or its equivalent of the Option Price,
the Optionholder may exercise
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