EXHIBIT 4.5
(For Type I
Warrants)
TRIDENT BANCSHARES,
INC.
WARRANT
AGREEMENT
THIS WARRANT AGREEMENT
(the “Warrant
Agreement”) is made and entered into effective as of the
day of
,
200 by and between TRIDENT BANCSHARES, INC., a
Georgia corporation (the “Company”), and
[NAME] (the “Warrantholder”).
WHEREAS, the Warrantholder was named as an organizing
director of the Company; and
WHEREAS, in consideration for his services as a director,
the Company hereby grants warrants to the Warrantholder on the
terms and conditions hereinafter stated;
NOW, THEREFORE,
this Warrant Agreement is entered
into by the Company and the Warrantholder with the following
terms:
The Company hereby grants to the
Warrantholder warrants (the “Warrants”) to purchase
shares (the “Shares”) of the common stock,
$[ ]
par value (the “Common Stock”), of the Company in
accordance with the terms and subject to the restrictions
hereinafter set forth.
The Warrants have been granted on
the date of this Warrant Agreement and shall terminate on
,
201 [10 YEARS FROM GRANT DATE] unless sooner
terminated as follows (the “Termination Date”). The
Warrants shall terminate on the date that is 90 days from the date
on which the Warrantholder ceases to be an active officer, employee
or director of the Company or its bank subsidiary other than by
reason of his or her death or disability and twelve months after
the Warrantholder ceases being an active officer, employee or
director by reason of his or her death or disability.
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3.
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Exercise
of Warrants .
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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.
1
Form Warrant Agreement (Type I)
Page 2 of 4
The Warrants shall have the
following vesting schedule:
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Vesting Percentage
of Total
Warrants Granted
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First Anniversary of the Date Hereof
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33 1/3 %
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Second Anniversary of the Date
Hereof
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33 1/3 %
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Third Anniversary of the Date Hereof
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33 1/3 %
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Notwithstanding the foregoing, all
unvested Warrants shall become immediately vested if the
Warrantholder dies or becomes permanently disabled.
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).
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6.
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Exercise
or Forfeiture of Warrants Upon Certain Conditions
.
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The Company can require the
Warrantholder to exercise or forfeit his or her Warrants