VALLEY COMMERCE BANCORP
INCENTIVE STOCK OPTION AGREEMENT
This
Incentive Stock Option Agreement, dated the ________________
by and between Valley Commerce Bancorp
(the "Company"), and _________________
("Optionee");
WHEREAS,
pursuant to the Valley Commerce Bancorp 2007 Equity Incentive
Plan (the "Plan"), a copy of which is hereto attached, the
Board of Directors of the Company has authorized granting to
Optionee an incentive stock option to purchase all or any part
of __________________ authorized but unissued
shares of the Company's common stock for cash at the price of
_______________Dollars ($______) per share,
such option to be for the term and upon the terms and
conditions hereinafter stated;
NOW
THEREFORE it is hereby agreed:
1.
Grant of Option. Pursuant to said
action of the Board of Directors and pursuant to authorizations
granted by all appropriate regulatory and governmental agencies,
the Company hereby grants to Optionee the option to purchase, upon
and subject to the terms and conditions of the Plan, which is
incorporated in full herein by this reference, all or any part of
(____________ ) shares of the Company's common
stock (hereinafter called "stock") at the price of
____________________ ($_____) per share, which
price is not less than 100 percent of the fair market value of a
share of the stock (or not less than the greater of $___ or 110
percent of the fair market value per share for
optionee-shareholders who possess more than 10 percent of the
Company's stock) as of the date of action of the Board of Directors
granting this option.
2.
Exercisability. This option shall be
exercisable as to 20 percent of the shares granted
pursuant to this Agreement on each of the first, second, third,
fourth and fifth anniversaries of the date of this Agreement. This
option shall remain exercisable as to all of such shares until
_________________(but not later than ten years from the date this
option is granted) unless this option has expired or terminated
earlier in accordance with the provisions hereof. Shares
as to which this option becomes exercisable pursuant to the
foregoing provision may be purchased at any time prior to
expiration of this option.
3.
Exercise of Option . This option shall
be exercised by written notice delivered to the Company stating the
number of shares with respect to which this option is being
exercised. Payment of the exercise price shall be made
either (i) in cash (including check, bank draft or money order), or
(ii) with the consent of the Company's Board of Directors, by
delivering shares of common stock already owned by Optionee valued
at fair market value as of the closing date, or (iii) by a
combination of these forms of payment; provided, however, that no
common stock already owned by Optionee which is "statutory option
stock" as defined in Section 424(c)(3) of the Code may be delivered
in payment of the exercise price if the applicable holding period
requirements for such common stock under Section 422(a)(1) or
423(a)(1) of the Code have not been met at the time of
exercise. Not less than 10 shares may be purchased at
any one time unless the number purchased is the total number which
may be purchased under this option and in no event may the option
be exercised with respect to fractional shares. Upon exercise,
Optionee shall make appropriate arrangements and shall be
responsible for the withholding of any federal and state taxes then
due.
4.
Cessation of Employment
. Except
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