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Exhibit
10.21
INCENTIVE STOCK OPTION
AWARD
PURSUANT TO THE CCF
HOLDING COMPANY
2007 STOCK INCENTIVE
PLAN
THIS INCENTIVE STOCK OPTION
AWARD (the “Award”) is made as of the Grant Date by and
between CCF HOLDING COMPANY (the “Company”), a Georgia
corporation, and
(the “Participant”).
Upon and subject to the Terms
and Conditions attached hereto and incorporated herein by
reference, the Company hereby awards as of the Grant Date to
Participant an incentive stock option (the “Option”),
as described below, to purchase the Option Shares.
| B. |
Type of Option: Incentive Stock Option. |
| C. |
Plan under which granted: CCF Holding Company 2007 Stock
Incentive Plan. |
| D. |
Option Shares: All or any part of
shares of the Company’s common stock (the “Common
Stock”), subject to adjustment as provided in the attached
Terms and Conditions. |
| E. |
Exercise Price: $
per share, subject to adjustment as provided in the attached Terms
and Conditions. The Exercise Price is, in the judgment of the
Committee, not less than 100% of the Fair Market Value of a share
of Common Stock on the Grant Date or, in the case of an Over 10%
Owner, not less than 110% of the Fair Market Value of a share of
Common Stock on the Grant Date. |
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F.
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Option Period: The Option may
be exercised only during the Option Period which commences on the
Grant Date and ends, generally, on the earliest of (a) the
tenth (10 th ) anniversary of the Grant Date (unless the Participant is
an Over 10% Owner, in which case the fifth (5 th ) anniversary of the Grant Date);
(b) three (3) months following the date the employment
relationship between the Participant and the Company and its
Affiliates terminates for reasons other than death or Disability;
or (c) one (1) year following the date the employment
relationship between the Participant and the Company and its
Affiliates terminates due to death or Disability; provided however,
that the Option may be exercised as to no more than the vested
Option Shares determined pursuant to the Vesting Schedule. Note
that other limitations to exercising the Option, as described in
the attached Terms and Conditions, may apply
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| G. |
Vesting Schedule: The Option Shares shall become vested in
accordance with the following Schedule (the “Vesting
Schedule”): |
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Percentage of Option
Shares
Which
are Vested Shares
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Months of Service
After
the Grant
Date
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IN WITNESS WHEREOF, the
Company has executed and sealed this Award as of the Grant Date set
forth above.
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| CCF HOLDING COMPANY |
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| By: |
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| Title: |
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3
TERMS AND
CONDITIONS
TO THE
INCENTIVE STOCK OPTION
AWARD
PURSUANT TO THE CCF
HOLDING COMPANY
2007 STOCK INCENTIVE
PLAN
1. Exercise of Option
. Subject to the provisions provided herein or in the Award made
pursuant to the CCF Holding Company 2007 Stock Incentive Plan, the
Option may be exercised with respect to all or any portion of the
vested Option Shares at any time during the Option Period
by:
(a) the delivery to the
Company, at its principal place of business, of a written notice of
exercise in substantially the form attached hereto as
Exhibit 1 , which shall be actually delivered
to the Company no earlier than thirty (30) days and no later
than ten (10) days prior to the date upon which Participant
desires to exercise all or any portion of the Option;
(b) payment to the Company of
the Exercise Price multiplied by the number of Option Shares
being purchased (the “Purchase Price”) as provided
in Section 3; and
(c) satisfaction of the
withholding tax obligations under Section 2, if
applicable.
(d) Notwithstanding any other
provision of this Award, in the event that the capital of the
Company or any bank subsidiary falls below the minimum requirements
determined by the primary state or federal regulator of the Company
(the “Regulator”), the Regulator may direct the Company
to require the Participant to exercise, or otherwise forfeit, the
Option in whole or in part. If the Regulator gives such direction,
the Company will notify the Participant promptly after the
Regulator notifies the Company in writing that the Participant must
exercise, or otherwise forfeit, the Option in whole or in part. If
the Participant does not exercise the Option in accordance with the
Company’s direction within twenty-one (21) days of the
Company’s notification to the Participant, the Committee may
provide for the cancellation of the Option.
Upon acceptance of such notice and
receipt of payment in full of the Purchase Price and, if
applicable, any withholding taxes, the Company shall cause to be
issued a certificate representing the Option Shares
purchased.
2. Withholding . To
the extent the Option is deemed to be a Nonqualified Stock Option
in accordance with Section 19 hereof, the Participant must
satisfy his federal, state and local, if any, withholding taxes
imposed by reason of the exercise of the Option either by paying to
the Company the full amount of the withholding obligation in cash
or cash equivalents or, alternatively, by electing, irrevocably and
in writing in substantially the form prescribed by the Company (a
“Withholding Election”) to (i) tender whole shares
of Common Stock which have been owned by the Participant for at
least six (6) months prior to the date of exercise having a
Fair Market Value equal to the withholding obligation; or
(ii) have the smallest number of whole shares of Common Stock
withheld by the Company which, when multiplied by the Fair Market
Value of the Common Stock as of the date the Option is exercised,
is sufficient to satisfy the amount of minimum required withholding
tax obligations. The Participant may make a Withholding Election
only if the following conditions are met:
(a) the Withholding Election
is made on or prior to the date on which the amount of tax required
to be withheld is determined (the “Tax Date”) by
executing and delivering to the Company a properly completed Notice
of Withholding in substantially the form prescribed by the Company;
and
(b) any Withholding Election
will be irrevocable; however, the Committee may, in its sole
discretion, disapprove and give no effect to the Withholding
Election.
3. Purchase Price .
Payment of the Purchase Price for all Option Shares purchased
pursuant to the exercise of an Option shall be made:
(a) in cash or cash
equivalents;
(b) by the delivery to the
Company of a number of shares of Common Stock which have been owned
by the Participant for at least six (6) months prior to the
date of exercise having an aggregate Fair Market Value, as
determined under the plan, on the date of exercise equal to the
Purchase Price;
(c) by receipt of the
Purchase Price in cash from a broker, dealer or other
“creditor” as defined by Regulation T issued by
the Board of Governors of the Federal Reserve System following
delivery by the Participant to the Committee of instructions in a
form acceptable to the Committee regarding delivery to such broker,
dealer or other creditor of that number of Option Shares with
respect to which the Option is exercised, but only as and to the
extent permitted under Section 13(k) of the Exchange Act
(Section 402 of the Sarbanes-Oxley Act of 2002); or
(d) in any combination of the
foregoing.
4. Vesting
.
(a) The Option Shares shall
become vested Option Shares in accordance with the Vesting Schedule
provided in the Award.
(b) For purposes of the
Vesting Schedule, the Participant shall be granted a month of
service for each full calendar month following the Grant Date
during which the employment relationship between the Participant
and the Company and its Affiliates continues. No period of time
following the Participant’s Termination of Employment with
the Company (including all Affiliates) shall count towards the
vesting of Option Shares.
(c) Notwithstanding
subsection (a), the Option will be fully vested as of the date of
the Participant’s retirement from employment with the Company
on or after attaining age fifty-five (55) and completing at
least ten (10) consecutive years of employment with the
Company and its Affiliates.
(d) Notwithstanding
subsection (a) the Option will be fully vested as of a date
determined by the Committee which is no less than thirty
(30) days prior to the effective date of a Change in
Control.
5. Rights as
Shareholder . Until the stock certificates reflecting the
Option Shares accruing to the Participant upon exercise of the
Option are issued to the Participant, the Participant shall have no
rights as a shareholder with respect to such Option Shares. The
Company shall make no adjustment for any dividends or distributions
or other rights on or with respect to Option Shares for which the
record date is prior to the issuance of that stock certificate,
except as the Plan or the attached Award otherwise
provides.
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6. Restriction on Transfer
of Option and of Option Shares . The Option evidenced hereby is
nontransferable other than by will or the laws of descent and
distribution and shall be exercisable during the lifetime of the
Participant only by the Participant (or in the event of his
Disability, by his personal representative) and after his death,
only by his legatee or the executor of his estate.
7. Changes in
Capitalization .
(a) The number of Option
Shares and the Exercise Price shall be proportionately adjusted for
any nonreciprocal transaction between the Company and the holders
of capital stock of the Company that causes the per share value of
the shares of Common Stock underlying the Option to change, such as
a stock dividend, stock split, spinoff, rights offering, or
recapitalization through a large, nonrecurring cash
dividend.
(b) In the event of a merger,
consolidation, extraordinary dividend, sale of substantially all of
the Company’s assets or other material change in the capital
structure of the Company, or a tender offer for shares of Common
Stock, or a Change in Control, the Committee shall take such action
to make such adjustments in the Option or the terms of this Award
as the Committee, in its sole discretion, determines in good faith
is necessary or appropriate, including, without limitation,
adjusting the number and class of securities subject to the Option,
with a corresponding adjustment in the Exercise Price, substituting
a new option to replace the Option, accelerating the termination of
the Option Period, removing any restrictions, or terminating the
Option in consideration of a cash payment to the Participant in an
amount equal to the excess of the then Fair Market Value of the
Option Shares over the aggregate Exercise Price of the Option
Shares. Any determination made by the Committee pur
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