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Exhibit 10
CAPITOL CITY BANCSHARES, INC.
STOCK OPTION PLAN
ARTICLE I - PURPOSE OF PLAN
1.1 PURPOSE OF PLAN. The purposes of this Plan are to encourage the stock
ownership of Capitol City Bankshares, Inc. by key employees, officers and
directors of the Company and its Bank subsidiary, to provide an incentive
for such individuals to improve profitability, and to assist the Company
and subsidiary in attracting and retaining key employees and directors
through the grant of Options.
ARTICLE II - DEFINITIONS
2.1 AWARD means Options granted hereunder.
2.2 Bank means Capitol City Bank & Trust Company, a financial institution
organized under the laws of the State of Georgia.
2.3 BOARD means the Board of Directors of the Company.
2.4 CODE means the Internal Revenue Code of 1986, as amended. Reference in
this Plan to any section of the Code shall be deemed to include any
amendments or successor provisions to such section and any regulations
promulgated thereunder.
2.5 COMPANY means Capitol City Bancshares, Inc., a Georgia business corporation
registered as a bank holding company under the Bank Holding Company Act of
1956, or any successors as described in Article XI.
2.6 DATE OF DISABILITY means the date on which a Participant is classified as
Disabled.
2.7 DEATH means a Participant's death while holding Options granted under this
Plan.
2.8 DIRECTOR means a member of the Board or Emeritus Director who is not also
employed by the Company or the Bank as an employee.
2.9 DISABILITY OR DISABLED means the permanent inability of a Participant to
perform the duties and responsibilities for which he was employed by the
Company or the Bank due to reasons of health or mental incapacity.
2.10 ELIGIBLE EMPLOYEE means any person employed by the Company or the Bank on a
full-time, salaried basis who satisfies all of the requirements of Article
VI.
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2.11 FAIR MARKET VALUE means the fair market value of the Stock, as determined
by the Board; provided, however, that (i) if the Stock is admitted to
quotation on the National Association of Securities Dealers Quotation
system on the date that the Option is granted, Fair Market Value shall not
be less than the average of the highest bid and lowest asked prices of the
Stock on such system on such date, or (ii) if the Stock is admitted to
trading on a national securities exchange on the date the Option is
granted, Fair Market Value shall not be less than the last sale price
reported for the Stock on such exchange on such date or, in the absence of
such a reported sale price, on the last date preceding such date on which a
sale was reported.
2.12 INCENTIVE STOCK OPTION means an Option that is an incentive stock option
within the meaning of Section 422 of the Code and that is granted under
Article VII.
2.13 NONQUALIFIED STOCK OPTION means an Option that is not an Incentive Stock
Option and that is granted under Article VII.
2.14 OPTION means either a Nonqualified Stock Option or an Incentive Stock
Option granted under Article VII.
2.15 PARTICIPANT means a Director or Eligible Employee who has been granted an
Award under this Plan.
2.16 PLAN means this Capitol City Bancshares, Inc. Stock Option Plan.
2.17 RETIREMENT means normal retirement by an employee from the Company under a
retirement plan maintained by the Company.
2.18 RETIREMENT DATE is the employee's date of Retirement.
2.19 STOCK means the common stock, par value $6.00 per share, of the Company.
2.20 STOCK OPTION AGREEMENT means an agreement with respect to Options as
described in Article VIII.
2.21 TERMINATION means (i) in the case of an Eligible Employee, the resignation
or discharge from employment with the Company, except in the event of
Death, Disability, or Retirement, and (ii) in the case of a Director, the
resignation or removal from, or the expiration of the term of service on,
the Board.
2.22 VESTED OPTION means, at any date, an Option that a Participant is then
entitled to exercise pursuant to the terms of a Stock Option Agreement.
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ARTICLE III - EFFECTIVE DATE AND DURATION
3.1 EFFECTIVE DATE. Except as provided to the contrary herein, this Plan shall
be effective as of July 13, 1999.
3.2 PERIOD FOR GRANTS OF AWARDS. Awards may be made as provided herein for a
period of ten (10) years after the initial effective date of the Plan.
3.3 SHAREHOLDER APPROVAL. The Plan shall be submitted to the shareholders of
the Company for approval within 12 months after the date the Plan is
adopted by the Board.
3.4 TERMINATION. This Plan shall be terminated as provided in Article XII, but
shall continue in effect until all matters relating to the payment of
Awards and the administration of the Plan have been settled.
ARTICLE IV - ADMINISTRATION
4.1 ADMINISTRATION. This Plan shall be administered by the Board. All questions
of interpretation and application of this Plan, or of the terms and
conditions pursuant to which Awards are granted, exercised, or forfeited
under the provisions hereof, shall be subject to the determination of the
Board. Such determination shall be final and binding upon all parties
affected thereby. A majority vote of the members of the Board shall be
required for all of its actions.
ARTICLE V - GRANT OF AWARDS AND LIMITATIONS ON NUMBER OF SHARES OF STOCK AWARDED
5.1 GRANT OF AWARDS: NUMBER OF SHARES. The Board may, from time to time, grant
Awards of Options to one or more Directors and/or Eligible Employees;
provided that:
(a) Subject to any adjustment pursuant to Article X or Article XI, the
aggregate number of shares of Stock subject to Awards under this Plan
may not exceed One Hundred Fifty Nine Thousand Six Hundred (159,600)
shares;
(b) Except with respect to shares that are the subject of Options
repurchased pursuant to Section 7.4, to the extent that an Award
lapses or the rights of the Participant to whom it was granted
terminate, or to the extent that the Award is canceled by mutual
agreement of the Board and the Participant (which cancellation
opportunities may be offered by the Board to Participants from
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time to time), any shares of Stock subject to such Award shall again
be available for the grant of the Award hereunder;
(c) Shares of Stock ceasing to be subject to an Award because of the
exercise of an option shall no longer be available for the grant of an
Award hereunder;
(d) Directors shall not be eligible to receive awards of Incentive Stock
Options hereunder; and
(e) Shares of Stock that are the subject of grants of Options under this
Plan shall be set aside out of authorized but unissued shares of Stock
not reserved for other purposes.
In determining the size of Awards, the Board may take into account a
Participant's responsibility level, performance potential, cash
compensation level, the Fair Market Value of the Stock at the time of
awards, and such other considerations as it deems appropriate.
ARTICLE VI - ELIGIBILITY
6.1 ELIGIBLE INDIVIDUALS. Full-time, salaried officers and other key employees
of the Company (including officers or employees who are members of the
Board) and Directors shall be eligible to receive Awards under this Plan;
provided they are residents of the State of Georgia. Subject to the
provisions of this Plan; the Board shall from time to time select from such
eligible persons those to whom Awards shall be granted and determine the
size of the Awards. A Participant may hold more than one Option at any one
time. No Director, officer, or employee of the Company shall have any right
to be granted an Award under this Plan, as all Awards granted hereunder are
granted in the sole and absolute discretion of the Board, as provided
herein.
ARTICLE VII - OPTIONS
7.1 GRANTS OF OPTIONS. Awards shall be granted to Participants in the form of
Options to purchase Stock.
7.2 TYPE OF OPTION. The board may choose to grant a Participant who is a
Director Nonqualified Stock Options and it may choose to grant a
Participant who is an Eligible Employee either Incentive Stock Options or
Nonqualified Stock Options or both, subject to the limitations contained
herein.
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7.3 INCENTIVE STOCK OPTION DOLLAR LIMITATIONS. If the Board grants Incentive
Stock Options, the aggregate Fair Market Value (determined at the time the
Option is granted) of any such Options plus an incentive stock options
qualified under Section 422 of the Code and granted under any other plans
of the Company that shall be first exercisable by any one Participant
during any one calendar year shall not exceed $100,000, or such other
dollar limitation as may be provided in the Code.
7.4 BOARD LIMITATIONS AND COMPANY REPURCHASE OF OPTIONS. Grants of Options
hereunder shall be subject to guidelines adopted by the Board with respect
to the timing and size of such Options. In addition, the Board may, in its
discretion, provide that an Option may not be exercised in whole or in part
for any period of periods specified by the Board. In the discretion of the
Board, the Company may agree to repurchase Options for cash.
ARTICLE VIII - TERMS AND CONDITIONS OF STOCK OPTION AGREEMENTS
8.1 STOCK OPTION AGREEMENTS. Awards shall be evidenced by Stock Option
agreements in such form as the Board shall, from time to time, approve.
Such Stock Option agreements, which need not be identical, shall comply
with and be subject to the following terms and conditions:
(a) Method of Payment. Upon exercise of the Option, the Option price shall
be payable in United States dollars in cash or by certified check,
bank draft, money order payable to the order of the Company, or Stock,
or combination thereof.
(b) Number of Shares. The Stock Option Agreement shall state the total
number of shares to which it pertains.
(c) Option Price. With respect to Incentive Stock Options, the Option
price shall be not less than the Fair Market Value of such shares on
the date of granting of the Option (or one hundred ten percent (110%)
of such amount if the Option is granted to an individual owning stock
possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company). With respect to
Nonqualified Stock Options, the Option price shall be set in the
Board's sole and absolute discretion.
(d) Term of Option. Each Nonqualified and Incentive Stock Option granted
under this Plan shall expire not more than ten (10) years from the
date the Option is granted, except that each Incentive Stock Option
granted under the plan to an individual owning stock possessing more
than ten percent (10%)
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of the total combined voting power of all classes of stock of the
Company shall expire not more than five (5) years from the date the
Option is granted.
(e) Date of Exercise. Except for such limitations as may be provided by
the Board in its discretion pursuant to Article VII, any Vested Option
may be exercised in whole at any time during its term or in part from
time to time during its term.
(f) Exercise of Option or Forfeiture. Except as otherwise provided in any
employment agreement or other written agreement with the Participant,
if a Participant ceases employment with the Company or ceases to be a
Director, as the case may be, prior to exercise of the Participant's
Options, such Options shall be exercised or forfeited as follows:
(i) Termination. Upon the Termination of participant who is an
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Eligible Employee, the Participant's Vested Options shall be
exercisable within three (3) months (or such shorter period as
the Code or the terms of the particular Options may require) of
the Participant's Termination. In default of such timely
exercise, all Options of the Participant shall be forfeited.
(ii) Retirement. Upon the Retirement of a Participant who is an
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Eligible Employee, the Participant's Options (which shall
become Vested Options as of the Participant's Retirement Date)
shall be exercisable within three (3) months (or such shorter
period as the Code or the Terms of the particular Options may
require) of the Participant's Retirement Date. In default of
such timely exercise, all Options of the Participant shall be
forfeited.
(iii) Termination of Director Status. In the case of a Participant
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who is a Director and who ceases to be a Director or Emeritus
Director for a reason other than Death, the Participant's
Options shall be exercisable within three (3) months (or such
shorter period as the Code or the terms of the particular
Options may require) of the termination.
(iv) Disability. Upon the Disability of a Participant, the
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Participant's Options (which shall become Vested Options as of
the Participant's Date of Disability) shall be exercisable
within three (3) months (or such shorter period as the Code or
the terms of the particular Options may require) of the
Participant's Date of Disability. In default of such timely
exercise, all Options of the Participant shall be forfeited.
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(v) Death. If the Participant dies while in the employment of the
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Company, while serving as a Director, or within the period of
time after Retirement during which the Participant would have
been entitled to exercise his or her option rights, the
Participant's estate, personal representative, or beneficiary
(as applicable) shall have the right to exercise such Options
(which shall become Vested Options as of the date of the
Participant's Death) within one (1) year from the date of the
Participant's death (or such shorter period as the Code or the
terms of the particular Options may require).
(g) Agreement as to Sale of Securities. If, at the time of the exercise of
any Option, in the opinion of counsel for the Company, it is necessary
or desirable, in order to comply with any applicable laws or
regulations relating to the sale of securities, that the Participant
exercising the Option shall agree to purchase the shares that are
subject to the Option for investment only and not with respect to any
present intention to resell the same and that the Participant will
dispose of such shares only in compliance with such laws and
regulations, the Participant will, upon the request of the Company,
execute and deliver to the Company an agreement to such effect. The
Participant shall agree to comply with the right of first refusal and
other provisions of his or her Stock Option Agreement and to become a
party to an shareholder's agreement in effect among the Company and
its stockholders.
(h) Minimum Number of Shares. The minimum number of shares with respect to
which an Option may be exercised at any one time shall be five hundred
(500) shares, unless the number is the total number at the time
available for exercise under the Award.
(i) Required Amendments. Each Award shall be subject to any provision
necessary to ensure compliance with federal and state securities laws.
(j) Limitation of Participant Rights. A Participant shall not be deemed to
be the holder of, or to have the rights of a holder with respect to,
any shares of stock subject to such Option unless and until the Option
shall have been exercised pursuant to the terms thereof, the Company
shall have issued and delivered the shares to the Participant, and the
Participant's name shall have been entered as a stockholder of record
on the books of the Company. Thereafter, the Participant shall have
full voting, dividend, and other ownership rights with respect to such
shares of Stock.
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ARTICLE IX - GRANTS IN SUBSTITUTION FOR OPTIONS GRANTED BY OTHER CORPORATIONS.
9.1 SUBSTITUTE AWARDS. Awards may be granted under this Plan from time to time
in substitution for similar awards held by employees of the Company or the
Bank as the result of merger or consolidation of the employing corporation
with the Company or the Bank, or the acquisition by the Company of fifty
percent (50%) or more of the stock of the employing corporation, or the
acquisition by the Company of the assets of the employing corporation, or
the acquisition by the Company of fifty percent (50%) or more of the stock
of the employing corporation causing it to become a subsidiary. The terms
and conditions of the substitute awards so granted may vary from the terms
and conditions set forth in this Plan to such extent as the Board at the
time of the Grant may deem appropriate to conform, in whole or in part, to
the provisions of the options in substitution for which they are granted.
ARTICLE X - CHANGES IN CAPITAL STRUCTURE
10.1 CAPITAL STRUCTURE CHANGES
(a) If the outstanding shares of the Company's Stock as a whole are
increased, decreased, changed into, or exchanged for a different
number or kind of shares or securities of the Company, whether through
merger, consolidation, reorganization, recapitalization,
reclassification, stock dividend, stock split, combination of shares,
exchange of shares, change in corporate structure, or the like, an
appropriate and proportionate adjustment shall be made in the number
and kinds of shares subject to the plan and in the number, kinds, and
per share exercise price of shares subject to unexercised Options or
portions thereof granted prior to any such change. Any such adjustment
in an outstanding Option, however, shall be made without a change in
the total price applicable to the unexercised portion of the Option
but with a corresponding adjustment in the price for each share of
Stock covered by the Option.
(b) Upon dissolution or liquidation of the Company, or upon a
reorganization, merger, or consolidation in which the Company is not
the surviving corporation, or upon the sale of substantially all of
the assets of the Company to another corporation, the Plan and the
Options issued thereunder shall terminate, unless provision is made in
connection with such transaction for the assumption of Options
theretofore granted or the substitution for such Options of new
options of the successor employer corporation or a parent or
subsidiary thereof, with appropriate adjustment as to the number and
kinds of shares and the per share exercise prices. In the event of
such termination, all outstanding
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Options shall be exercisable in full for at least thirty (30) days
prior to the termination date whether or not otherwise exercisable
during such period.
(c) In the event of a change in the Stock which is limited to a change in
the designation thereof to "capital stock" or other similar
designation, or in par value or no par value, without increase or
decrease in the number of issued shares, the shares resulting from any
such change shall be deemed to be Stock within the meaning of this
Plan.
(d) Adjustments under this Section shall be made by the Board, whose
determination as to what adjustment shall be made, and the extent
thereof, shall be conclusive. The Board shall have the discretion and
power in any such event to determine and to make effective provision
for the acceleration of time during which the Option may be exercised,
notwithstanding the provisions of the Option setting forth the date or
dates on which all or any part of it may be exercised. No fractional
shares of Stock shall be issued under the Plan on account of any
adjustment specified above.
ARTICLE XI - COMPANY SUCCESSORS
11.1 IN GENERAL. If the Company shall be the surviving or resulting corporation
in any merger, sale of assets or sale of stock, consolidation, or corporate
reorganization (including a reorganization in which the holders of Stock
receive securities of another corporation), any Award granted hereunder
shall pertain to and apply to the securities to which a holder of Stock
would have been entitled. The Board shall make such appropriate
determinations and adjustments as it deems necessary so as to substantially
preserve the rights and benefits, both as to the number of shares and
otherwise, or Participants under this Plan.
ARTICLE XII - AMENDMENT
12.1 AMENDMENTS AND TERMINATION. The Plan shall terminate on the tenth (10th)
anniversary of the initial effective date of the Plan and, in addition, the
Board may at any time and from time to time alter, amend, suspend, or
terminate this Plan in whole or in part, except (i) without such
stockholder approval as may be required by law and the Company's charger,
no such action may be taken which changes the minimum Option price,
increases the maximum term of Options, materially increases the benefits
accruing to Participants hereunder, materially increases the number of
securities that may be issued pursuant to this Plan (except as provided in
Article X), extends the period of granting Awards hereunder, or materially
modifies the requirements as to eligibility for participation hereunder,
and (ii) without the consent of the Participant to whom any Award shall
theretofore have been granted, no such
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action may be taken that adversely affects the rights of such Participant
concerning such Award, except as such termination or amendment of this Plan
is required by statute, or rules and regulations promulgated thereunder, or
as otherwise permitted hereunder.
ARTICLE XIII - MISCELLANEOUS PROVISIONS
13.1 NONTRANSFERABILITY. Except by the laws of descent and distribution, no
benefit provided hereunder shall be subject to alienation, assignment, or
transfer by a Participant (or by any person entitled to such benefit
pursuant to the terms of this Plan), nor shall it be subject to attachment
or other legal process of whatever nature, and any attempted alienation,
assignment, attachment, or transfer shall be void and of no effect
whatsoever and upon any such attempt, the benefit shall terminate and be of
no force or effect. During participant's lifetime, Options granted to the
Participant shall be exercisable only by the Participant. Share of stock
shall be delivered only into the hands of the Participant entitled to
receive the same or into the hands of the Participant's authorized legal
representative.
13.2 NO EMPLOYMENT RIGHT. Neither this Plan nor any action taken hereunder shall
be construed as giving any right to any individual to be retained as a
director, officer, or employee of the Company.
13.3 TAX WITHHOLDING. The Company shall have the right to deduct from all Awards
paid by any federal, state, local, or employment taxes that it deems are
required by law to be withheld with respect to such payments. In the case
of Awards paid in Stock, the Participant receiving such Stock may be
required to pay the Company an Amount required to be withheld with respect
to such Stock. At the request of a Participant, such sums as may be
required for the payment of any estimated or accrued income tax liability
may be withheld and paid over to the governmental entity entitled to
receive same.
13.4 ACCELERATION. Except as otherwise provided hereunder, the Board may in its
discretion accelerate the time at which an Option granted hereunder may be
exercised.
13.5 FRACTIONAL SHARES. Any fractional shares concerning Awards shall be
eliminated at the time of payment or payout by rounding down for fractions
of less than one half (1/2) and rounding up for fractions equal to or more
than one half (1/2).
13.6 GOVERNMENT AND OTHER REGULATIONS. The obligation of the Company to make
payment of Awards in Stock or otherwise shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any government
agencies as may be deemed necessary or appropriate by the Board. If Stock
awarded hereunder
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may in certain circumstances be exempt from registration under the
Securities Act of 1933, the Company may restrict its transfer in such
manner as it deems advisable to ensure such exempt status.
13.7 INDEMNIFICATION. Each person who is or at any time serves as a member of
the Board shall be indemnified and held harmless by the Company against
and from (i) any loss, cost, liability, or expenses that may be imposed
upon or reasonably incurred by such person in connection with or
resulting from any claim, action, suit, or proceeding to which such
person may be a party or in which such person may be involved by reason
of any action or failure to act under this Plan; and (ii) any and all
amounts paid by such person in satisfaction of judgment in any such
action, suit, or proceeding relating to the Plan. Each person covered by
this indemnification shall give the Company an opportunity, at its own
expense, to handle and defend the same before such person undertakes to
handle and defend the same on such person's own behalf. The foregoing
right to indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the charter
or bylaws of the Company, as a matter of law, or otherwise, or any power
that the Company may have to indemnify such person or hold such person
harmless.
13.8 RELIANCE ON REPORTS. Each member of the Board shall be fully justified in
relying or acting in good faith upon any report made by the independent
public accountants of the Company, and upon any other information
furnished in connection with this Plan. In no event shall any person who
is or shall have been a member of the Board be liable for any
determination made or other action taken or any omission to act in
reliance upon any such report or information, or for any action taken,
including the furnishing of information, or failure to act, if in good
faith.
13.9 GOVERNING LAW. All matters relating to this Plan or to awards granted
hereunder shall be governed by the laws of the State of Georgia, without
regard to the principles of conflict of laws thereof, except to the
extent preempted by the laws of the United States.
13.10 RELATIONSHIP TO OTHER BENEFITS. No payment under this Plan shall be taken
into account in determining any benefits under any pension, retirement,
profit sharing, or group insurance plan of the Company.
13.11 EXPENSES. The expenses of implementing and administering this Plan shall
be borne by the Company.
13.12 TITLES AND HEADINGS. The titles and headings of the Articles and sections
in this Plan are for convenience of reference only, and in the event of
any conflict, the text of this Plan, rather than such titles or headings,
shall control.
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13.13 USE OF PROCEEDS. Proceeds from the sale of Stock pursuant to Options
granted under the Plan shall constitute general funds of the Company.
13.14 NONEXCLUSIVITY OF PLAN. Neither the adoption of the Plan by the Board nor
the submission of the Plan to the stockholders of the Company for
approval shall be construed as crating any limitation on the power of the
Board to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of stock options
otherwise than under the Plan, and such arrangements may be applicable
either generally or only in specific cases.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
its duly authorized officer and its seal to be affixed hereto, effective, except
as specified to the contrary herein, as of July 13, 1999.
CAPITOL CITY BANCSHARES, INC. (SEAL)
BY:_____________________________________
As its:_________________________________
CAPITOL CITY BANK & TRUST COMPANY (SEAL)
BY:_____________________________________
As its:_________________________________
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