Exhibit 10.3
GEORGIA TRUST BANCSHARES,
INC.
2005 STOCK OPTION
PLAN
ARTICLE I
Purpose, Scope and Administration
of the Plan
1.1 Purpose. The purpose of
this Stock Option Plan is to promote the long-term success of
Georgia Trust Bancshares, Inc., a Georgia corporation (the
“Company”), and its affiliates and to encourage growth
in shareholder value by providing financial incentives to selected
members of its and its affiliates’ employees, consultants and
advisers who are in positions to make significant contributions
toward that success. It is intended that the Company will, through
the grant of options to purchase its common stock, attract and
retain (and allow its affiliates to attract and retain) highly
qualified and competent employees and motivate such employees to
exert their best efforts on behalf of the Company and its
affiliates.
1.2 Definitions. Unless the
context clearly indicates otherwise, for purposes of this
Plan:
(a) “Board of Directors”
means the Board of Directors of the Company.
(b) “Change in Control”
shall mean a circumstance whereby one of the following events
occurs during the term of this Plan:
(i) a notice or an application is
filed with the Federal Reserve Board (“FRB”) pursuant
to Regulation “Y” of the FRB under the Change in Bank
Control Act or the Bank Holding Company Act or with the Georgia
Department of Banking and Finance pursuant to the Financial
Institutions Code of Georgia for permission to acquire control of
the Company; or
(ii) more than 25% of the
Company’s outstanding common stock or equivalent in voting
power of any class or classes of outstanding securities of the
Company entitled to vote in elections of the Board of Directors
shall be acquired by any corporation or other person, or group;
or
(iii) the Company shall become a
subsidiary of another corporation or shall be merged or
consolidated into another corporation and (a) less than a
majority of the outstanding voting shares of the parent or
surviving corporation after such acquisition, merger or
consolidation are owned immediately after such acquisition, merger
or consolidation by the owners of the voting shares of the Company
immediately before such acquisition, merger or consolidation, or
(b) less than a majority of the
members of the Board of Directors of
the corporation resulting from such business combination were
members of the Board of Directors at the time of the execution of
the initial agreement for such merger or consolidation;
or
(iv) substantially all of the assets
of the Company shall be sold to another entity other than a sale to
a wholly-owned subsidiary of the Company.
(c) “Code” means the
Internal Revenue Code of 1986, as amended.
(d) “Committee” means a
committee of the Board of Directors, which shall be composed of two
or more members appointed from time to time by the Board of
Directors from among its members. If the Board of Directors does
not appoint such a committee, all references in this Plan to the
“Committee” shall be deemed to be references to the
Board of Directors where the context so permits or
requires.
(e) “Common Stock” means
the Common Stock of the Company, $1.00 par value per share, or such
other class of shares or other securities to which the provisions
of the Plan may be applicable by reason of the operation of
Section 3.1 hereof.
(f) “Company” means the
Company and any affiliates of the Company, including affiliates of
the Company which become such after adoption of this Plan;
provided , however , that for purposes of granting
Incentive Stock Options, the term “Company” shall
include only the Company and its subsidiaries that are corporations
in which the Company directly or indirectly owns stock possessing
50% or more of the total combined voting power of all classes of
stock in such corporation as provided in Code
Section 424(f).
(g) “Fair Market Value”
of a share of Common Stock on a specified date means:
(i) if the Common Stock is then
traded on a national securities exchange, the closing price on such
date of a share of the Common Stock as traded on the largest
securities exchange on which it is then traded; or
(ii) if the Common Stock is not then
traded on a national securities exchange, the mean between the
closing composite inter-dealer “bid” and
“ask” prices for Common Stock, as quoted on the NASDAQ
National Market System (A) on such date, or (B) if no
“bid” and “ask” prices are quoted on such
date, then on the next preceding date on which such prices were
quoted; or
(iii) if the Common Stock is not
then traded on a national securities exchange or quoted on the
NASDAQ National Market System, the value determined in good faith
by the Committee.
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(h) “Grant Date,” as
used with respect to a particular Option, means the date as of
which the Option is granted by the Committee pursuant to the
Plan.
(i) “Grantee” means the
person to whom an Option is granted by the Committee pursuant to
the Plan.
(j) “Incentive Stock
Option” means an Option, or any portion thereof, granted to
an employee of the Company which qualifies as an Incentive Stock
Option as described in Section 422 of the Code, unless the
Committee expressly designates the Option, or such portion thereof,
as a Nonqualified Stock Option.
(k) “Nonqualified Stock
Option” means any option granted under this Plan, other than
an Incentive Stock Option.
(l) “Option” means an
Option granted by the Committee pursuant to Article II to purchase
shares of Common Stock, which shall be designated at the time of
grant as either an Incentive Stock Option or a Nonqualified Stock
Option, as provided in Section 2.1 hereof.
(m) “Option Agreement”
means the agreement between the Company and a Grantee under which
the Grantee is granted an Option pursuant to the Plan. Option
Agreements need not be identical with other Option Agreements,
either in form or substance, and need only conform to the terms and
conditions of this Plan.
(n) “Option Period”
means, with respect to any Option granted hereunder, the period
beginning on the Grant Date and ending at such time not later than
the tenth anniversary of the Grant Date as the Committee in its
sole discretion shall determine and during which the Option may be
exercised.
(o) “Plan” means the
Georgia Trust Bancshares, Inc. 2004 Stock Option Plan as set forth
herein and as amended from time to time.
1.3 Aggregate
Limitation.
(a) The maximum number of shares of
Common Stock with respect to which Options may be granted shall not
exceed __% of the number of shares outstanding following completion
of the Company’s initial public offering (excluding
warrants), all subject to possible adjustment in accordance with
Section 3.1.
(b) Any shares of Common Stock to be
delivered by the Company upon the exercise of Options shall, at the
discretion of the Board of Directors, be issued from the
Company’s authorized but unissued shares of Common Stock or
transferred from any available Common Stock held in
treasury.
(c) The Committee may grant new
Options hereunder with respect to any shares for which an Option
expires or otherwise terminates prior to being
exercised.
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1.4 Administration of the
Plan.
(a) The Plan shall be administered
by the Committee, which shall have the authority:
(i) To determine the employees,
consultants and advisers of the Company to whom, and the times at
which, Options shall be granted, and the number of shares of Common
Stock to be subject to each such Option, taking into consideration
the nature of the services rendered by the particular Grantee, the
Grantee’s potential contribution to the long-term success of
the Company and such other factors as the Committee in its
discretion may deem relevant;
(ii) To interpret and construe the
provisions of the Plan and to establish rules and regulations
relating to it;
(iii) To prescribe the terms and
conditions of the Option Agreements for the grant of Options (which
need not be identical for all Grantees) in accordance and
consistent with the requirements of the Plan; and
(iv) To make all other
determinations necessary or advisable to administer the Plan in a
proper and effective manner.
(b) All decisions and determinations
of the Committee in the administration of the Plan and on other
matters concerning the Plan or any Option shall be final,
conclusive and binding on all persons, including (but not by way of
limitation) the Company, the shareholders and directors of the
Company, and any persons having any interest in any Options. The
Committee shall be entitled to rely in reaching its decisions on
the advice of counsel (who may be counsel to the
Company).
1.5 Eligibility for Awards.
The Committee shall in accordance with Article II designate from
time to time the employees, consultants and adv
