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STOCK OPTION AGREEMENT UNDER McINTOSH BANCSHARES, INC. 1998 INCENTIVE STOCK OPTION PLAN

Stock Option Agreement

STOCK OPTION AGREEMENT UNDER 

McINTOSH BANCSHARES, INC. 

1998 INCENTIVE STOCK OPTION PLAN 
 | Document Parties: McINTOSH BANCSHARES, INC.  | McINTOSH STATE BANK, You are currently viewing:
This Stock Option Agreement involves

McINTOSH BANCSHARES, INC. | McINTOSH STATE BANK,

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Title: STOCK OPTION AGREEMENT UNDER McINTOSH BANCSHARES, INC. 1998 INCENTIVE STOCK OPTION PLAN
Governing Law: Georgia     Date: 3/28/2006

STOCK OPTION AGREEMENT UNDER 

McINTOSH BANCSHARES, INC. 

1998 INCENTIVE STOCK OPTION PLAN 
, Parties: mcintosh bancshares  inc.  , mcintosh state bank
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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:

 

 

 

Date

  

Number of Shares

First anniversary of this Agreement

  

63

Second anniversary of this Agreement

  

63

Third anniversary of this Agreement

  

63

Fourth anniversary of this Agreement

  

62.69

Fifth anniversary of this Agreement

  

62

 

1


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


 
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