Exhibit 4.1
THE COLONIAL BANCGROUP,
INC.
COMMON STOCK
EMPLOYEE STOCK PURCHASE
PLAN
April 20,
1994
Amended and Restated as of
January 21, 2009
1. PARTICIPATION
All employees of The Colonial
BancGroup, Inc., and its subsidiaries (the “Company”)
shall have the right to purchase shares of the Company’s
Common Stock through the Employee Stock Purchase Plan (the
“Plan”). Employee means any person , including an
officer, who is treated as an employee of the company for payroll
tax purposes and who is customarily employed for at least twenty
(20) hours per week. Such eligible employees who purchase
shares in the Plan are hereinafter referred to as Participants.
Participation in the plan is completely voluntary and must be the
free election of the eligible employee.
Under the Plan, Participants may
purchase the Company’s Common Stock from the Company at the
Market Price, as defined in section 4. Shares shall be purchased
either from the Company’s authorized but unissued shares of
Common Stock or from shares acquired by the Company on the open
market.
2. PURPOSE
The purpose of the Plan is to
provide the employees of the Company with a convenient way to
become shareholders in the Company. It is believed that employee
participation in the ownership of the Company will help to promote
employee incentives essential to the continued growth of the
Company and the mutual benefit of its employees and shareholders.
It is intended that this Plan provide for “broad-based
participation” within the meaning of regulations promulgated
under section 16(b) of the Securities Exchange Act of
1934.
3. STOCK PURCHASES
Participants may purchase Common
Stock under the Plan at any time by completing, signing and
delivering to the Stock Plan Manager of the Company a Subscription
Form authorizing the Company to deduct from their regular bi-weekly
salary a specified amount to be applied to the purchase of Common
Stock under the Plan. Payroll deductions may not be less than $25
per deduction and not more than 15 percent of salary for the pay
period in question. Any provisions of the plan to the contrary
notwithstanding, no employee shall be permitted to purchase stock
under the plan in an amount which exceeds twenty-five thousand
dollars ($25,000) of the fair market value of such stock for each
calendar year. Participants may deliver the Subscription Form in
person or mail the Subscription Form to the Stock Plan Manager at
the Company’s principal executive offices in Montgomery
Alabama. Payroll deductions must be in whole dollar amounts only.
Upon written request to the Stock Plan Manager of the Company by
the employee, the amount of payroll deductions may be
changed.
In addition to
authorizing regular payroll deductions, Participants may send an
amount once a month to the Stock Plan Manager to be applied to the
purchase of Common Stock under the Plan. This payment must be in
whole dollar amounts of not less than $100 and not in excess of
$1,000 and must be received by the Stock Plan Manager of the
Company no later than the 15 th calendar day of any month if
shares are to be purchased for that month; if the 15
th
falls on a
non-business day, the immediately following business day. In such
cases, the employee’s letter of instructions to the Company
should clearly state that the funds are to be applied to the
purchase of the Company’s Common Stock in accordance with the
terms of the Plan.
The maximum number of shares that
may be issued under the Plan from the authorized but unissued
shares of the Company’s Common Stock shall be 3,500,000. An
additional 2,500,000 shares may be purchased off the open market.
Shares sold under the Plan may also be acquired by the Company from
open market purchases. Only whole shares will be issued. No
fractional shares may be purchased under the plan.
On the Price Determination Day, as
defined in section 4, the Company will credit to the account of
each Participant such number of whole shares of Common Stock as
shall equal the amount remitted by the Participant under the Plan
for the month in which the Price Determination Day occurs divided
by the Market Price. Any funds remaining after such purchase will
be added to succeeding remittances, which are to be applied to
purchases on the next succeeding Price Determination
Day.
4. MARKET PRICE
Participants shall purchase stock
under the Plan at the Market Price which shall be 100 percent of
the average daily closing prices of the Common Stock reported by
the New York Stock Exchange (“NYSE”) for all
trading
