Exhibit
10.20
COMMUNITY CAPITAL
BANCSHARES, INC.
2006 EMPLOYEE STOCK PURCHASE
PLAN
TABLE OF CONTENTS
|
Purpose
|
1
|
|
|
|
|
Definitions
|
1
|
|
|
|
|
Eligibility
|
2
|
|
|
|
|
Offering
Periods
|
2
|
|
|
|
|
Participation
|
2
|
|
|
|
|
Method of
Payment of Contributions
|
3
|
|
|
|
|
Matching
Credits
|
3
|
|
|
|
|
Purchase of
Shares
|
3
|
|
|
|
|
Delivery
|
3
|
|
|
|
|
Withdrawal
|
4
|
|
|
|
|
Interest
|
4
|
|
|
|
|
Stock
|
4
|
|
|
|
|
Administration
|
4
|
|
|
|
|
Designation of
Beneficiary
|
5
|
|
|
|
|
Transferability
|
5
|
|
|
|
|
Use of
Funds
|
5
|
|
|
|
|
Reports
|
5
|
|
|
|
|
Adjustments
Upon Changes in Capitalization; Corporate Transactions
|
5
|
|
Amendment or
Termination
|
6
|
|
|
|
|
Notices
|
6
|
|
|
|
|
Conditions Upon
Issuance of Shares
|
6
|
|
|
|
|
Additional
Restrictions of Rule 16b-3
|
7
|
|
|
|
|
No
Contract
|
7
|
|
|
|
|
Waiver
|
7
|
|
|
|
|
Securities Law
Restrictions
|
7
|
COMMUNITY CAPITAL
BANCSHARES, INC.
2006 EMPLOYEE STOCK PURCHASE
PLAN
Community Capital Bancshares, Inc. (the
“Company”) does hereby adopt the Community Capital
Bancshares, Inc. 2006 Employee Stock Purchase Plan (the
“Plan”), effective as of June 1, 2006. This Plan
replaces the Community Capital Bancshares, Inc. Restated Employee
Stock Purchase Plan, originally effective as of January 1, 2000,
and terminated effective as of September 30, 2005 (the “Prior
Plan”).
1.
Purpose . The purpose of the Plan is to provide eligible
employees of the Designated Subsidiaries with an opportunity to
purchase Common Stock so as to retain and attract key employees and
to enable them to participate in the long-term success and growth
of the Company by providing them with an opportunity to acquire a
proprietary interest in the Company.
(a)
“ Board ” shall mean the Board of
Directors of the Company.
(b) “
Common Stock ” shall mean the common stock, $1.00 par
value per share, of the Company.
(c) “
Company ” shall mean Community Capital Bancshares,
Inc., a bank holding company organized under the laws of the State
of Georgia.
(d) “
Compensation ” shall mean all regular wages, exclusive
of bonuses, commissions and other forms of compensation paid on an
irregular basis; except as the Company may otherwise determine from
time to time pursuant to rules uniformly applied.
(e) “
Contributions ” shall mean all amounts of a
Participant’s Compensation credited to that
Participant’s Plan account to be applied to the purchase of
Common Stock.
(f) “
Designated Subsidiaries ” shall mean the Subsidiaries
which have been designated by the Board from time to time in its
sole discretion as eligible to participate in the Plan.
(g) “
Effective Date ” shall mean June 1, 2006.
(h) “
Eligible Employee ” shall mean any Employee of a
Designated Subsidiary who is customarily employed for at least
twenty (20) hours per week by one or more Designated
Subsidiaries.
(i) “
Employee ” shall mean any employee treated as a common
law employee of a Subsidiary.
(j) “
Exercise Date ” shall mean the last business day of
each Offering Period.
(k) “
Offering Date ” shall mean the first business day of
each Offering Period.
(l) “
Offering Period ” shall mean the period from June 1,
2006 through June 30, 2006 and each calendar quarter thereafter
until the Plan is suspended or terminated pursuant to paragraph
19.
(m) “
Participant ” shall mean an Eligible Employee who has
elected to participate in the Plan pursuant to paragraph
5.
(n) “
Plan ” shall mean the Community Capital Bancshares,
Inc. 2006 Employee Stock Purchase Plan.
(o) “
Subsidiary ” means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the
Company where each corporation other than the last corporation in
the unbroken chain owning stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in
one of the other corporations in the chain, whether or not such
corporation now exists or is hereafter organized or acquired by the
Company.
3.
Eligibility . Any person who is employed as an Eligible
Employee shall be eligible to participate in the Plan as of the
Offering Period which first commences at least fifteen (15) days
following his or her date of hire.
4.
Offering Periods . Participation in the Plan shall be
implemented through a series of successive Offering Periods
commencing with the Effective Date and continuing until the Plan is
suspended or terminated in accordance with paragraph 19. The Board
shall have the power to change the duration of Offering Periods by
announcing any such change at least thirty (30) days prior to the
scheduled beginning of the first Offering Period to be affected by
such change.
(a) An Eligible
Employee may become a Participant by completing an enrollment form
provided by the Company and filing it with the Company at least
fifteen (15) calendar days prior to the applicable Offering Date,
unless a later time for filing the enrollment form is set by the
Board for all Eligible Employees with respect to a given offering.
The enrollment form shall set forth either a specific dollar amount
(which may be subject to a minimum amount per payroll period, as
determined from time to time by the Company) or a percentage (which
shall be not less than one percent (1%) and not more than fifteen
percent (15%)) of the Participant’s Compensation that becomes
payable during the Offering Period which is to be treated as
Contributions.
(b) A
Participant who elects to participate in the Plan will be deemed to
have elected to continue to participate in the Plan for successive
Offering Periods until a voluntary withdrawal pursuant to paragraph
10; an involuntary withdrawal pursuant to paragraph 10; or the
suspension or termination of the Plan pursuant to paragraph
19.
(c) A
Participant may not change the rate of Contributions during an
Offering Period. However, a Participant may change the level of his
or her contributions by filing a change of election form at least
fifteen (15) days prior to the Offering Period for which the change
is to be effective.
(d) For the
Offering Period commencing June 1, 2006, refunds attributable to
rescinded purchases of Common Stock made under the Prior Plan shall
be applied to the purchase of Common Stock as of the Exercise Date
for that Offering Period unless an affected Participants otherwise
advise the Company to refund such amounts in cash in accordance
with administrative procedures communicated to such
Participants.
|
|
Method of
Payment of Contributions .
|
(a) All
Contributions shall be made by payroll deductions and such
Contributions shall be credited to the Participant’s account
under the Plan. A Participant may not make any additional payments
into such account.
(b) With respect
to each Offering Period as to which a Participant has elected to
participate in the Plan, payroll deductions shall commence on the
first payday following the Offering Date and shall end with the
last payday on or prior to the Exercise Date, unless the Plan is
suspended or terminated prior to the Exercise Date in accordance
with paragraph 19.
7.
Matching Credits . The Company shall credit to each
Participant’s account for an Offering Period a matching
amount equal to thirty-three and one-third percent (33
1 / 3 %)
of the Participant’s Contributions, but such matching credits
shall be made only with respect to a Participant’s
Contributions which do not exceed nine percent (9%) of the
Participant’s Compensation for the Offering
Period.
(a) A
Participant’s option for the purchase of Common Stock will be
exercised automatically as of the Exercise Date for an Offering
Period. The accumulated Contributions, matching amounts and, if
applicable, refund amounts described under paragraph 5(d) credited
to a Participant’s account will be applied as soon as
practicable after the Exercise Date to the purchase of the maximum
number of whole shares of Common Stock at then prevailing prices,
if the shares are purchased on the open market, or at then fair
market value, if the shares are purchased from the Company. Any
brokerage expenses incurred in the purchase of shares may, at the
discretion of the Company, be included in the cost of shares to
Participants. During his or her lifetime, a Participant’s
option to purchase shares hereunder is exercisable only for the
benefit of the Participant.
(b) For purposes
of this paragraph, the fair market value of a share of Common Stock
shall be determined by the Company taking into account material
facts and circumstances pertinent to such determination, as
determined by the Company in its sole discretion.
(c)
The shares of Common Stock sold to Participants may be
acquired on the open market or, at the election of the Board,
acquired from the Company either from treasury shares or shares
originally issued for such purpose.
9.
Delivery . The Company shall deliver to a custodian
designated by the Company the shares of Common Stock purchased in
connection with the exercise of the option. A Participant shall
have no rights as a shareholder with respect to shares of Common
Stock so purchased until the date of the certificate so issued. A
Participant may elect at any time thereafter to have such shares of
Common Stock delivered to the Participant or to an account
established by the Participant with any brokerage firm. Any cash
remaining to the credit of a Participant’s account under the
Plan after a purchase