EXHIBIT NO. 10.17
STOCK OPTION AGREEMENT
UNDER
McINTOSH BANCSHARES,
INC.
1998 INCENTIVE STOCK OPTION
PLAN
THIS STOCK OPTION AGREEMENT (the
“Agreement”) entered into this 20th day of October,
2005, between McINTOSH BANCSHARES, INC. (hereinafter called the
“Company”), a bank holding company incorporated under
the laws of the State of Georgia, and JASON J. PATRICK (hereinafter
called the “Employee”), a salaried employee of the
McINTOSH STATE BANK, a wholly-owned subsidiary of the Company
(hereinafter called the “Bank”).
W I T N E S S E T H
:
WHEREAS, on October 20, 2005,
the Company granted to the Employee the option hereinafter
described pursuant to, subject to and upon the terms and conditions
set forth in the 1998 Incentive Stock Option Plan of Company
(hereinafter called the “Plan”), and promptly
thereafter notified the Employee of the grant of such option,
and
WHEREAS, the Company and the
Employee desire to enter into this Agreement to reduce their
agreement relating to the grant of the option to
writing.
NOW, THEREFORE, in consideration of
the mutual covenants hereinafter set forth, the good and valuable
services rendered by the Employee to the Bank in the past and to be
rendered in the future, and for other good and valuable
consideration, the receipt and sufficiency of which the parties
hereby acknowledge, the parties hereto, intending to be legally
bound, agree as follows:
1. Grant of Option . Pursuant
to action of the Board of Directors of the Company, the Company
does hereby irrevocably grant to the Employee, as a matter of
separate agreement and not in lieu of salary or any other
compensation for services, the right and option to purchase three
hundred thirteen and 69/100 (313.69) shares (the
“Shares”) of the $2.50 par value common stock of the
Company as authorized at the date hereof (the “Common
Stock”) on the terms and conditions herein set forth
(hereinafter called the “Option”).
2. Purchase Price . The
purchase price of the Shares of Common Stock per share subject to
the Option shall be Thirty Six and No/100 Dollars ($36.00) per
share, the fair market value of the Common Stock on the date of
grant.
3. Vesting of Option
.
(a) Subject to the provisions of
Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to
purchase Shares shall become vested and may be exercised by said
Employee as to the number of Shares and on or after the dates set
out on the following schedule:
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Number of Shares
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First anniversary of this Agreement
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63
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Second anniversary of this Agreement
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63
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Third anniversary of this Agreement
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63
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Fourth anniversary of this Agreement
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62.69
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Fifth anniversary of this Agreement
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62
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All Options granted hereunder expire and are
void unless exercised within ten (10) years of the date of
grant (the “Option Termination Date”).
(b) In the event of a Change in
Control (as defined in section 7(c)(i) of the Plan), the Option
shall be fully vested and exercisable immediately as to all Common
Stock granted under the Option; provided, such Change in Control
transaction is executed during the period commencing as of the date
of an agreement providing for such transaction and ending as of the
earlier of the expiration date of such Option or the date on which
the disposition of assets or stock contemplated by such agreement
is consummated. Provided, however, if such Employee should breach
any covenant regarding proprietary information or other protective
covenants of an employment agreement with the Company or Bank
following termination, then any Option granted hereunder but not
exercised as of the date of such breach shall be immediately
forfeited.
(c) In the event that the employment
of Employee with the Bank, Company or a subsidiary of the Company
is terminated by reason of such Employee’s death, any Options
granted under this Agreement which have not vested as of the date
of such Employee’s death shall immediately expire and shall
become unexercisable on such date. All vested and exercisable
Options granted under this Agreement to such Employee shall be
exercisable until the earlier of the Option Termination Date or the
date twelve months after the date of such Employee’s death.
Any such vested Option of a deceased Employee may be exercised
prior to their expiration only by a person or persons to whom such
Employee’s Option rights pass by will or by the laws of
descent and distribution.
(d) In the event that the employment
of an Employee with the Bank, Company or a subsidiary of the
Company is terminated by reason of such Employee’s permanent
and total disability (as defined under Section 22(e)(3) of the
Internal Revenue Code), any Options which have not vested as of the
date of such Employee’s termination of employment by reason
of permanent and total disability shall immediately expire and
shall become unexercisable on such date. All vested and exercisable
Options granted under pursuant to this Agreement to such Employee
shall be exercisable until the earlier of the Option Termination
Date or the date twelve months after the date of such
Employee’s permanent and total disability.
(e) In the event that the employment
of an Employee with the Bank, Company or a subsidiary of the
Company is terminated for cause (i.e., fraud, dishonesty or willful
misconduct), all Options granted under this Agreement shall
immediately expire and the Employee shall immediately forfeit all
Options granted under this Agreement.
(f) In the event that the employment
of an Employee with the Bank, Company or a subsidiary of the
Company is terminated by reason of such Employee’s
retirement, any Options
2
which have not vested as of such
Employee’s retirement date shall expire and become
unexercisable on the earlier of the Option Termination Date or the
date three months after such Employee’s retirement date. All
vested and exercisable Options granted under this Agreement to such
Employee shall expire on the earlier of the Option Termination
Dat