EXHIBIT 10.10
HOME FEDERAL HOLDINGS CORPORATION
WARRANT AGREEMENT
THIS WARRANT AGREEMENT (the
“Warrant Agreement”) is made and entered into effective
as of the ___ day of
, 20___ by and between HOME FEDERAL HOLDINGS CORPORATION
(the “Company”), a bank holding company and
[NAME], a resident of the State of Georgia (the
“Warrantholder”).
WHEREAS, the Warrantholder
was an organizer of the Company and HOME FEDERAL BANK, NATIONAL
ASSOCIATION (the “Bank”) and has placed assets at
risk to fund the organizational expenses in expectation of being
granted warrants to purchase common stock of the Company; and
WHEREAS, the Company hereby
grants warrants to the Warrantholder on the terms and conditions
hereinafter stated as compensation for the financial risk borne by
the Warrantholder during the organizational phase of the Company
and the Bank;
NOW, THEREFORE, this Warrant
Agreement is entered into by the Company and the Warrantholder with
the following terms:
1. Warrant .
The Company hereby grants to the
Warrantholder warrants (the “Warrants”) to purchase
shares (the “Shares”) of the common stock, $0.01 par
value (the “Common Stock”), of the Company in
accordance with the terms and subject to the restrictions
hereinafter set forth.
2. Termination .
The Warrants have been granted on the
date of this Warrant Agreement and shall terminate on
, 20___ [10 YEARS FROM GRANT DATE] .
3. Exercise of Warrants .
The Warrants shall be exercised, in
whole or in part, by written notice directed to the Secretary of
the Company at the Company’s main office or at such other
address as the Company shall have notified the Warrantholder in
writing. Such written notice shall be accompanied by payment in
full in cash for the number of Shares specified in such written
notice. In the event of the Warrantholder’s death or mental
incapacity, the Warrants may be exercised by the
Warrantholder’s personal representative. No fractional shares
will be issued upon exercise of Warrants, but the Company will pay
the cash value of any fractional shares otherwise issuable.
4. Vesting .
The Warrants shall vest immediately
and shall be exercisable as follows:
| |
|
|
|
|
| |
|
Percentage |
| |
|
of Total |
|
Date |
|
Warrants Granted |
|
First Anniversary
of the Date Hereof
|
|
|
33 1/3 |
% |
|
Second Anniversary
of the Date Hereof
|
|
|
66 2/3 |
% |
|
Third Anniversary
of the Date Hereof
|
|
|
100 |
% |
Notwithstanding the foregoing, all
unvested Warrants shall become immediately exercisable if the
Warrantholder dies or becomes permanently disabled.
5. Warrant Price .
The price per share at which Shares
may be purchased pursuant to exercise of the Warrants (the
“Warrant Price”) shall be $10.00 (which amount has been
determined by the Board to be the fair market value per share of
the Common Stock on the date that these Warrants are
granted).
6. Exercise or Forfeiture of
