EXHIBIT 4.1
McINTOSH BANCSHARES,
INC.
1998 INCENTIVE STOCK OPTION
PLAN
1. Purpose .
(a) This 1998 Incentive Stock Option
Plan (the “Plan”) document is intended to implement and
govern the Incentive Stock Option Plan of McIntosh Bancshares,
Inc., a Georgia corporation (“Company”), and its
Subsidiary Corporation, McIntosh State Bank (“Bank”).
It provides for the granting of options that are intended to
qualify as incentive stock options (“Incentive Stock
Options”) within the meaning of Section 422(b) of the
Internal Revenue Code of 1986, as amended (the
“Code”).
(b) The purpose of this Plan is to
further the interests of the Company by assisting the Bank in
retaining and developing strong management and inducing individuals
to become and remain employees of the Bank. The Plan is intended to
accomplish this purpose by allowing the Company to grant options
(“Options”) to purchase shares of the Company’s
$2.50 par value common stock (“Common Stock”). For
purposes of the Plan, “Parent Corporation” and
“Subsidiary Corporation” shall mean corporations as
defined in Sections 424(e) and 424(f), respectively, of the
Code.
2. Administration
.
(a) The Plan shall be administered
by the Board of Directors (the “Board”) or by a
committee (“Committee”) appointed by the Board and
consisting of not less than two Board members. (For purposes of
this plan document, the term “Board” shall mean the
Committee to the extent that the Board’s powers have been
delegated to the Committee.)
(b) The Board shall have sole
authority in its absolute discretion to (i) determine which
officers or other key employees of the Bank shall receive Options
(“Optionees”), and (ii) subject to the express
provisions of this Plan, to determine the time when Options shall
be granted, the terms and conditions of Options other than those
terms and conditions fixed under this Plan, and the number of
shares which may be issued upon exercise of the Options. The Board
shall adopt by resolution such rules and regulations as may be
required to carry out the purposes of the Plan and shall have
authority to do everything necessary or appropriate to administer
the Plan. All decisions, determinations and interpretations of the
Board shall be final and binding on all Optionees. Administration
of the Plan with respect to members of the Committee shall not be
delegated, but shall at all times remain vested in the Board. The
Board may from time to time remove members from, or add members to,
the Committee and vacancies on the Committee shall be filled by the
Board. Furthermore, the Board at any time by resolution may abolish
the Committee and revest in the Board the administration of the
Plan.
(c) With respect to Options granted
to an employee who is also a member of the Board, the Board shall
take action by a vote sufficient without counting the vote of such
member of the Board, although such member of the Board may be
counted in determining the presence of a quorum at a meeting of the
Board which authorizes the granting of Options to such member of
the Board.
(d) The Committee, if appointed
pursuant to this Section 2, shall report to the Board the name
of employees granted Options, the number of shares covered by each
Option and the terms and conditions of each such Option.
3. Eligibility . Persons who
shall be eligible to receive Options under the Plan shall be
officers and other key employees of the Bank who render those types
of services which contribute materially to the success of the Bank.
The determination as to whether an officer or other key employee is
eligible to receive Options hereunder shall be made by the Board in
its sole discretion, and the decision of the Board shall be binding
and final.
4. Number of Shares . The
maximum aggregate number of shares which may be optioned and sold
under the Plan is 35,000 shares of authorized but unissued or
treasury shares of Common Stock of the Company. In the event that
Options granted under a Stock Option Agreement pursuant to the Plan
shall terminate or expire without being exercised, in whole or in
part, the shares subject to such unexercised Options shall again
become available for the granting of an Option pursuant to this
Plan.
5. Option Price . The option
price (“Option Price”) for shares of Common Stock to be
Issued under the Plan shall be equal to or greater than the fair
market value of such shares on the date on which the Option
covering such shares is granted, except that if on the date on
which such Option is granted the Optionee is a Restricted
Shareholder (as defined hereinafter), then such Option Price shall
be equal to or greater than one hundred ten percent (110%) of
the fair market value of the shares on the date such Option is
granted. For the purposes of the Plan, a “Restricted
Shareholder” is an individual who, at the time an Option is
granted under the Plan, owns stock possessing more than ten percent
(10%) of the total combined vesting power of all classes of
stock of the Bank, with stock ownership to be determined in light
of the attribution rules set forth in Section 424(d) of the
Code. The fair market value of shares of Common Stock for all
purposes of the Plan shall be determined by the Board in its sole
discretion, exercised in good faith.
6. Term of the Plan . The
Plan shall be effective as of March 12, 1998 and shall
continue in effect for ten (10) years thereafter until
March 11, 2008, unless terminated earlier. No Option may be
granted hereunder after March 11, 2008.
7. Exercise of Options .
Subject to the limitations set forth herein and/or in any
applicable Stock Option Agreement entered into hereunder, Options
granted pursuant to this Plan shall be exercisable in accordance
with the following rules:
(a) General . Subject to the
other provisions of this Section 7, Options shall vest and
become exercisable at such times and in such installments as the
Board shall provide in each individual Stock Option Agreement.
Notwithstanding the foregoing, the Board may in its sole
discretion, accelerate the time at which an Option or installment
thereof may be exercised.
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(b) Termination of Options .
All installments of an Option shall expire and terminate on such
date as the Board shall determine, but in no event later than ten
(10) years from the date such Option was granted (except that
an Option granted pursuant to the Plan to a Restricted Shareholder
shall by its terms not be exercisable after the expiration of five
(5) years from the date such Option was granted)
(“Option Termination Date”). Unless provided otherwise
in this Section 7 or in the Stock Option Agreement under which
an Option is granted, an Option shall vest and may be exercised as
provided in such Stock Option Agreement and at any time thereafter
until, and including, the day before the Option Termination
Date.
(c) Change in Control
.
(i) Upon the dissolution or
liquidation of the Company or the Bank, or upon a reorganization,
merger or consolidation of the Company or the Bank with one or more
corporations as a result of which the Company or the Bank goes out
of existence or becomes a subsidiary of another corporation, or
upon a sale of substantially all the property or more than
twenty-five percent (25%) of the then outstanding stock of the
Company or the Bank to another entity or person (collectively
hereinafter referred to as a “Change of Control”), an
Option shall become immediately vested and exercisable with respect
to the full number of shares subject to that Option during the
period commencing as of the date an agreement providing for such
transaction is executed and ending as of the earlier of:
(A) The applicable expiration date
for such Option as provided for in the Stock Option Agreement;
or
(B) The date on which the
disposition of assets or stock contemplated by any such agreement
is consummated.
(ii) Upon the consummation of any
transaction specified in Section 7(c)(i) above, the Plan and
any unexercised Options issued hereunder (or any unexercised
portion thereof) shall terminate and cease to be effective, unless
provision is made in connection with such transaction for
assumption of Options previously granted or the substitution for
such Options of new options covering the securities of a successor
corporation or an affiliate thereof, with appropriate adjustments
as to the number and kind of securities and prices. Any change or
adjustment made pursuant to the terms of this Section 7(c)(ii)
shall be made in such a manner so as not to constitute a
“modification” as defined in Section 424(h) of the
Code and so as not to cause any Incentive Stock Option issued under
the Plan to fail to continue to qualify as an Incentive Stock
Option as defined in Section 422(b) of the Code.
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(d) Death or Disability of
Optionee While Employed .
(i) In the event that t
