Exhibit 10.2
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Form of Stock Option Agreement for Employees
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FOUR OAKS FINCORP, INC.
STOCK OPTION PLAN
FORM OF STOCK OPTION AGREEMENT
(Employee)
This Option
Agreement is made as of the day of , , by and between Four Oaks
Fincorp, Inc., a North Carolina business
corporation (the "Company"), and an
employee of the Company (the
"Employee").
The Company
desires to carry out the purpose of its Stock Option Plan (the
"Plan") by affording the Employee an
opportunity to purchase shares of its
common stock, par value one dollar ($1.00)
per share (the "Common Stock"), as
provided in this Agreement.
NOW, THEREFORE,
in consideration of the mutual convenience set forth in
this Agreement and for other good and
valuable consideration, the Company and
the Employee have agreed, and do by this
Agreement agree, as follows:
1. Grant of
Option. The Company by this Agreement irrevocably grants to the
Employee the right and option (the
"Option") to purchase ( ) shares of Common
Stock (such number being subject to
adjustment as provided in Paragraph 7 of
this Agreement) on the terms and conditions
set forth in this Agreement.
2. Purchase
Price. The purchase price of the shares of the Common Stock
covered by this Option shall be dollars
cents per share.
3. Term of
Option. The term of the Option shall be for a period of four
(4)
years from the date of this Agreement,
subject to earlier termination as
provided in Paragraphs 5, 6, 8, and 10 of
this Agreement. The Option shall not
be exercisable before the first anniversary
of the date of this Agreement. The
purchase price of the shares of Common
Stock as to which the Option shall be
exercised shall be paid in full in cash at
the time of exercise. Except as
provided in Paragraphs 5 and 6 of this
Agreement, the Option may not be
exercised at any time unless the Employee
shall be in the Company's continuous
employment from the date of this Agreement
to the date of the exercise of the
Option. The Employee as holder of the
Option shall not have any of the rights of
a shareholder with respect to the shares of
Common Stock covered by the Option
except to the extent that one or more
certificates for such shares shall be
issued to him/her upon the due exercise of
the Option and payment of the
purchase price and the Company shall make
no adjustments for dividends or other
rights for which the record date is before
the date the Company issues the
certificates representing such shares.
4.
Nontransferability. The Option shall not be transferable otherwise
than
by will or the laws of descent and
distribution, and during the lifetime of the
Employee only he/she may exercise the
Option. More particularly (but without
limiting the generality of the foregoing),
the Option may not be assigned,
transferred (except as provided above)
pledged or hypothecated in any way, shall
not be assignable by operation of law and
shall not be subject to execution,
attachment, or similar processes. Any
attempted assignment, transfer, pledge,
hypothecation or other disposition of the
Option contrary to the provisions of
this Agreement and the levy of any
execution, attachment, or similar process
upon the Option shall be null and void and
without effect.
<PAGE>
5. Termination
of Employment. In the event of any termination of the
Employee's employment that is either (a)
for cause, or (b) voluntary on the part
of the Employee and without the Company's
written consent, the Option shall
(except to the extent exercised before
termination of the Employee's employment)
immediately terminate. "Cause" means (a)
criminal conviction for fraud,
embezzlement, misappropriation or the like,
(b) misconduct involving moral
turpitude or (c) a failure to perform the
Employee's duties faithfully,
diligently, competently, and to the best of
his/her ability for reasons other
than serious physical disability or other
incapacity, as determined in the
Committee's sole discretion. Retirement in
accordance with the Company's normal
retirement policies or termination of
employment in the event of disability as
determined in the Committee's sole
discretion shall not be deemed to be
voluntary on the part of the Employee.
In the event that the Employee's employment
shall otherwise terminate (except by
reason of his/her death) the Employee may
exercise the Option (to the extent she
is entitled to do so at the termination of
employment) at any time within
fifteen (15) months after such termination
but not more than four (4) years
after the date of this Agreement; provided,
however, the Option may not be
exercised if the Option was previously
terminated pursuant to the provisions of
Paragraph 8 of the Agreement. So long as
the Employee shall continue to be an
employee of the Company the Option shall
not be affected by any change in her
duties or position. Nothing in this
Agreement shall confer upon the Employee any
right to continue in the Company's
employment or interfere in any way the
Company's right to terminate his/her
employment at any time.
6. Death of
employee. If the Employee shall die while he shall be employed
by the Company or shall die within fifteen
(15) months after the termination of
his/her employment, the Option may be
exercised (to the extent that the Employee
was entitled to do so at his death) by any
legatee of the Option under the
Employee's will, by the Employee's personal
representative or by any
distributees of the Option any time within
fifteen (15) months after his/her
death, but not more than four(4) years
after the date of this Agreement;
provided, however, the Option may not be
exercised if the Option was previously
terminated pursuant to the provision of
Paragraph 5 or 8 of this Agreeme
