Exhibit 10.27b
NON-QUALIFIED STOCK OPTION
AWARD
PURSUANT TO THE FLAG FINANCIAL
CORPORATION
2004 EQUITY INCENTIVE
PLAN
THIS AWARD is made as of the Grant
Date by FLAG FINANCIAL CORPORATION (the “Company”) to
(the “Optionee”).
Upon and subject to the Terms and
Conditions attached hereto and incorporated herein by reference,
the Company hereby awards as of the Grant Date to Optionee a
non-qualified stock option (the “Option”), as described
below, to purchase the Option Shares.
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B.
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Type of Option:
Non-Qualified Stock Option.
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C.
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Plan under
which granted: Flag Financial Corporation 2004 Equity Incentive
Plan.
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D.
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Option Shares:
All or any part of
shares of the Company’s $1.00 par value common stock (the
“Common Stock”), subject to adjustment as provided in
the attached Terms and Conditions.
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E.
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Exercise Price:
$
per share, subject to adjustment as provided in the attached Terms
and Conditions. The Exercise Price is, in the judgment of the
Committee, not less than 100% of the Fair Market Value of a share
of Common Stock on the Grant.
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F.
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Option Period:
The Option may be exercised only during the Option Period which
commences on the Grant Date and ends, generally, on the earliest of
(a) the tenth (10th) anniversary of the Grant Date;
(b) three (3) months following the date the Optionee
ceases to be an employee of the Company (including any Parent or
Subsidiary) except as provided under clause (c) or (d);
(c) the effective date of the date the Optionee ceases to be
an employee of the Company (including any Parent or Subsidiary) due
to a termination by the Company for Cause (as defined in
Section 18 of the attached Terms and Conditions); or
(d) one (1) year following the date the Optionee ceases
to be an employee of the Company (including any Parent or
Subsidiary) due to death, Disability (as defined in the Plan) or
retirement at or after age 65; provided that the Option may be
exercised as to no more than the vested Option Shares, determined
pursuant to the Vesting Schedule. Note that other limitations to
exercising the Option, as described in the attached Terms and
Conditions, may apply .
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G.
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Vesting
Schedule: The Option Shares shall become vested in accordance with
Schedule 1 hereto.
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IN WITNESS WHEREOF, the parties
hereto have executed and sealed this Award as of the Grant Date set
forth above.
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OPTIONEE
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FLAG FINANCIAL
CORPORATION
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By:
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Signature
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Title:
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Print or type
name
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TERMS AND CONDITIONS TO
THE
NON-QUALIFIED STOCK OPTION
AWARD
PURSUANT TO THE FLAG FINANCIAL
CORPORATION
2004 EQUITY INCENTIVE
PLAN
1. Exercise of Option .
Subject to the provisions provided herein or in the Award made
pursuant to the Flag Financial Corporation 2004 Equity Incentive
Plan:
(a) the Option may be exercised with
respect to all or any portion of the vested Option Shares (so long
as the exercise is not made for less than 100 Option Shares or the
total remaining vested Option Shares, if less than 100 shares) at
any time during the Option Period by the delivery to the Company,
at its principal place of business, of a written notice of exercise
in substantially the form attached hereto as Exhibit 1, which
shall be actually delivered to the Company no earlier than thirty
(30) days and no later than ten (10) days prior to the
date upon which Optionee desires to exercise all or any portion of
the Option;
(b) payment to the Company of the
Exercise Price multiplied by the number of Option Shares
being purchased (the “Purchase Price”) as provided
in Section 3; and
(c) satisfaction of applicable tax
withholding obligations in accordance with
Section 2.
Upon acceptance of such notice and
receipt of payment in full of the Purchase Price and applicable
withholding taxes, the Company shall cause to be issued a
certificate representing the Option Shares purchased.
2. Withholding . The Optionee
must satisfy his federal, state, and local, if any, withholding
taxes imposed by reason of the exercise of the Option either by
paying to the Company the full amount of the withholding obligation
(i) in cash; (ii) by tendering shares of Common Stock
which have been owned by the Optionee for at least six
(6) months prior to the date of exercise having a Fair Market
Value equal to the withholding obligation; (iii) by electing,
irrevocably and in writing (the “Withholding
Election”), to have the smallest number of whole shares of
Common Stock withheld by the Company which, when multiplied by the
Fair Market Value of the Common Stock as of the date the Option is
exercised, is sufficient to satisfy the amount of withholding tax;
or (iv) by any combination of the above. Optionee may make a
Withholding Election only if the following conditions are
met:
(a) the Withholding Election is made
on or prior to the date on which the amount of tax required to be
withheld is determined (the “Tax Date”) by executing
and delivering to the Company a properly completed Notice of
Withholding Election in substantially the form attached hereto as
Exhibit 2; and
(b) any Withholding Election will be
irrevocable; however, the Committee may, in its sole discretion,
disapprove and give no effect to the Withholding
Election.
3. Purchase Price . Payment
of the Purchase Price for all Option Shares purchased pursuant to
the exercise of an Option shall be made in cash or certified check
or, as long as the Common Stock is traded by brokers, whether on a
national securities exchange or otherwise, by receipt of the
Purchase Price in cash from a broker, dealer or other
“creditor” as defined by Regulation T issued by
the Board of Governors of the Federal Reserve System following
delivery by the Optionee to the Committee of instructions in a form
acceptable to the Committee regarding delivery to such broker,
dealer or other creditor of that number of Option Shares with
respect to which the Option is exercised.
4. Rights as Shareholder .
Until the stock certificates reflecting the Option Shares accruing
to the Optionee upon exercise of the Option are issued to the
Optionee, the Optionee shall have no rights as a shareholder with
respect to such Option Shares. The Company shall make no adjustment
for any dividends or distributions or other rights on or with
respect to Option Shares for which the record date is prior to the
issuance of that stock certificate, except as the Plan or the
attached Award otherwise provides.
5. Restriction on Transfer of
Option and of Option Shares . The Option evidenced hereby is
nontransferable other than by will or the laws of descent and
distribution and shall be exercisable during the lifetime of the
Optionee only by the Optionee (or in the event of his Disability,
by his personal representative) and after his death, only by his
legatee or the executor of his estate.
6. Changes in Capitalization
.
(a) If the number of shares of
Common Stock shall be increased or decreased by reason of a
subdivision or combination of shares of Common Stock, the payment
of a stock dividend in shares of Common Stock or any other increase
or decrease in the number of shares of Common Stock outstanding
effected without receipt of consideration by the Company, an
appropriate adjustment shall be made by the Committee, in a manner
determined in its sole discretion, in the number and kind of Option
Shares and in the Exercise Price.
(b) If the Company shall be the
surviving corporation in any merger consolidation, reorganization,
extraordinary dividend, spin-off or other change in the capital
structure of the Company, the Optionee shall be entitled to
purchase the number and class of securities to which a holder of
the number of shares of Common Stock subject to the Option at the
time of the transaction would have been entitled to receive as a
result of such transaction, and a corresponding adjustment, where
appropriate, shall be made in the Exercise Price. In the event of a
Change in Control or other corporate transaction pursuant to which
the Company is not the surviving entity, the Committee may provide
for the assumption of the Option by the surviving entity or the
substitution of a new option, adjusted in a manner similar to that
contemplated by the immediately preceding sentence; however, if the
surviving entity does not agree to the assumption or substitution
of the Option, the Committee may elect to terminate the Option
Period as of the effective date of the Change in Control in
consideration of the payment to the
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Optionee of an amount equal to the
difference between the then Fair Market Value of a share of Common
Stock and the Exercise Price multiplied by each vested Option Share
which has not been exercised as of the effective date of the Change
in Control. A dissolution or liquidation of the Company shall cause
the Option to terminate as to any portion thereof not exercised as
of the effective date of the dissolution or liquidation.
(c) The existence of the Plan and
the Option granted pursuant to this Agreement shall not affect in
any way the right or power of the Company to make or authorize any
adjustment, reclassification, reorganization or other change in its
capital or business structure, any merger or consolidation of the
Company, any issue of debt or equity securities having preferences
or priorities as to the Common Stock or the rights thereof, the
dissolution or liquidation of the Company, any sale or transfer of
all or any part of its business or assets, or any other corporate
act or proceeding. Any adjustment pursuant to this Section may
provide, in the Committee’s discretion, for the elimination
without payment therefor of any fractional shares that might
otherwise become subject to any Option.
7. Special Limitation on
Exercise . No purported exercise of the Option shall be
effective without the approval of the Committee, which may be
withheld to the extent that the exercise, either individually or in
the aggregate together with the exercise of other previously
exercised stock options and/or offers and sales pursuant to any
prior or contemplated offering of securities, would, in the sole
and absolute judgment of the Committee, require the filing of a
registration statement with the United States Securities and
Exchange Commission or with the securities commission of any state.
If a registration statement is not in effect under the Securities
Act of 1933 or any applicable state securities law with respect to
shares of Common Stock purchasable or otherwise deliverable under
the Option, the Optionee (a) shall deliver to the Company,
prior to the exercise of the Option or as a condition to the
delivery of Common Stock pursuant to the exercise of an Option
exercise, such information, representations and warranties as the
Company may reasonably request in order for the Company to be able
to satisfy itself that the Option Shares are being acquired in
accordance with the terms
