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Exhibit 10.21
The South Financial Group Stock
Option Award Agreement
This Stock Option Award Agreement
(this “Agreement”) is made as of September 18, 2008
(the “Grant Date”) by The South Financial Group, Inc.
(“TSFG” or the “Company”) with
_____________ (the “Participant”) under the terms of
The South Financial Group Long Term Incentive Plan (the
“Plan”). The Plan is incorporated herein by reference
and made a part of this Agreement. Except as otherwise provided,
terms used herein shall have the meaning provided in the
Plan.
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1)
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Grant of Option.
The Company hereby grants to the
Participant a stock option (“Option”) to purchase
________ shares of TSFG common stock at an Option Price per share
of $10.16 subject to the terms and conditions of the Plan and this
Agreement. This Option is not intended to be an “incentive
stock option” within the meaning of Section 422 of the
Internal Revenue Code (the “Code”).
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a)
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The Option will vest on June 30,
2011 if (1) the Participant remains employed by the Company at June
30, 2011 and (2) the Company’s closing stock price for 20
consecutive business days during the first six months of 2011
equals or exceeds $12 per share. If such two conditions are not
met, then no vesting shall occur and the Option will
terminate.
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b)
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No portion of the Option that is
unvested upon the date when the Participant’s employment with
TSFG or any subsidiary is terminated shall thereafter become vested
or exercisable.
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a)
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The Option shall have a term of 10
years following the date of grant (the “Term”) and may
be exercised during its Term only to the extent vested. Any portion
of the Option which is vested shall be exercisable until the
earlier of the following (the “Expiration
Date”):
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i)
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Termination of employment if
terminated for “cause”; or
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ii)
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One year after the date of the
Participant’s termination of employment, if termination is by
reason of Death; or
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iii)
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Three months after the date of the
Participant’s termination of employment, if termination is
for any reason other than Death or Cause, or
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b)
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Any vested portion of the Option may
be exercised in whole or in part at any time prior to its
expiration provided under Section 3(a).
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c)
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Any vested portion of the Option not
exercised prior to its Expiration Date will be forfeited and will
terminate.
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d)
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Any vested portion of the Option may
be exercised by completing a Request for Stock Option Exercise form
(found at Cintra/Human Resources/Stock Plans) and returning it to
the head of Shareholder Relations prior to its Expiration Date
along with payment for the exercise cost and any applicable
taxes.
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a)
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Shareholder Rights.
Participant acknowledges that he/she
does not have any rights as a shareholder of the TSFG by reason of
grant of the Option.
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b)
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Nontransferable.
The Option is not transferable
except as expressly permitted by the Plan.
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