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EXHIBIT 10.8
COMMUNITY CAPITAL BANCSHARES, INC.
2000 OUTSIDE DIRECTORS' STOCK OPTION PLAN
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COMMUNITY CAPITAL BANCSHARES, INC.
2000 OUTSIDE DIRECTORS' STOCK OPTION PLAN
TABLE OF CONTENTS
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PAGE
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SECTION 1 INTRODUCTION 14
SECTION 2 DEFINITIONS 14
SECTION 3 ADMINISTRATION 15
SECTION 4 SHARES SUBJECT TO PLAN 17
SECTION 5 OPTION AWARDS 17
SECTION 6 FORMULA GRANTS 17
SECTION 7 TERM OF PLAN 17
SECTION 8 INDEMNIFICATION OF COMMITTEE 17
SECTION 9 AMENDMENT AND TERMINATION OF THE PLAN 18
SECTION 10 ADJUSTMENTS TO SHARES AND EXERCISE PRICE 18
SECTION 11 RIGHTS AS A STOCKHOLDER 19
SECTION 12 GOVERNING LAW 19
SECTION 13 EFFECTIVE DATE 19
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COMMUNITY CAPITAL BANCSHARES, INC.
2000 OUTSIDE DIRECTORS' STOCK OPTION PLAN
SECTION 1. INTRODUCTION
The Community Capital Bancshares, Inc. 2000 Outside Directors' Stock
Option Plan (the "Plan") provides for grants of non-qualified stock options to
each non-employee director to purchase shares of common stock of Community
Capital Bancshares, Inc on the terms and conditions set forth herein.
SECTION 2. DEFINITIONS
2.1 Definitions. The following words and phrases shall, when used
herein, have the meanings set forth below:
(a) "Affiliate" means (i) an entity that directly or
through one or more intermediaries is controlled by the Company, and
(ii) any entity in which the Company has a significant equity interest,
as determined by the Company.
(b) "Board of Directors" means the Board of Directors of
the Company.
(c) "Code" means the Internal Revenue Code of 1986, as
amended.
(d) "Committee" means the committee appointed by the
Board of Directors to administer the Plan.
(e) "Company" means Community Capital Bancshares, Inc., a
bank holding company established under the laws of the state of
Georgia.
(f) "Director" means a director of the Company.
(g) "Eligible Director" means a Director who meets the
requirement of Section 3.4 of the Plan.
(h) "Employee" means any person who is employed by the
Company or an Affiliate for purposes of the Federal Insurance
Contributions Act.
(i) "Fair Market Value" refers to the determination of value
of a Share. If the Shares are actively traded on any national
securities exchange or any Nasdaq quotation or market system, Fair
Market Value shall mean the closing price at which sales of the Shares
shall have been sold on the most recent trading date immediately prior
to the date of determination, as reported by any such exchange or
system selected by the Committee on which the Shares are then traded.
If the Shares are not actively traded on any such exchange or system,
Fair Market Value shall mean the arithmetic mean of the bid and asked
prices for
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the Shares on the most recent trading date within a reasonable period
prior to the determination date as reported by such exchange or system.
If there are no bid and asked prices within a reasonable period or if
the Shares are not traded on any exchange or system as of the
determination date, Fair Market Value shall mean the fair market value
of a Share as determined by the Committee taking into account such
facts and circumstances deemed to be material by the Committee to the
value of the Shares in the hands of the Optionee; provided that the
Fair Market Value of a Share may be determined by the Committee by
reference to the average market value determined over a period certain
or as of specified dates, to a tender offer price for the Shares (if
settlement of an award is triggered by such an event) or to any other
reasonable measure of fair market value.
(j) "Option" means an option to purchase Shares of the
Company granted pursuant to and in accordance with the provisions of
the Plan.
(k) "Optionee" means an Eligible Director who is granted
an Option pursuant to and in accordance with the provisions of the
Plan.
(l) "Option Shares" means Shares subject to and issued
pursuant to the exercise of an Option granted under the Plan.
(m) "Share" means a share of common stock of the Company,
$1.00 par value per share.
(n) "Stock Option Agreement" means an agreement between
the Company and an Optionee or other documentation evidencing an award
of an Option.
SECTION 3. ADMINISTRATION
3.1 Delegation to Committee. The Plan shall be administered by the
Committee which shall consist of all of the members of the Board of Directors
who are Employees.
3.2 Committee Actions. The Committee shall select one of its
members as chairman, and shall hold meetings at such times and places as it may
determine. Acts approved by the majority of the Committee in a meeting at which
a quorum is present or acts reduced to or approved in writing by a majority of
the members of the Committee shall be the valid acts of the Committee. A quorum
shall be present at any meeting of the Committee which a majority of the
Committee members attend.
3.3 Finality. The Committee shall have the authority in its sole
discretion to interpret the Plan, to grant Options under and in accordance with
the provisions of the Plan, and to make all other determinations and to take all
other actions it deems necessary or advisable for the implementation and
administration of the Plan or Stock Option Agreements thereunder, except to the
extent such powers are herein reserved by the Board of Directors. In no event
shall a member of the Committee take part in any decision regarding an Option
awarded to him. All actions of the Board of Directors and the Committee shall be
final, conclusive and binding upon the Optionees. No member of the
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Board of Directors or the Committee shall be liable for any action taken or
decision made in good faith relating to the Plan or any grant of an Option
thereunder. All Options granted pursuant to this Plan shall be evidenced by an
Stock Option Agreement and shall be subject to the terms of the Plan and such
additional terms are as set forth in the Stock Option Agreement.
3.4 Eligibility. Directors who are not Employees of the Company or
an Affiliate and the Chairman of the Board of Directors, regardless of whether
or not he is an Employee, shall be eligible to receive Options under the Plan on
the terms and subject to the restrictions hereinafter set forth.
3.5 Exercise and Payment of Option Awards. Payment for all Shares
purchased pursuant to exercise of an Option will be made in any form or manner
authorized by the Committee in a Stock Option Agreement or by amendment thereto,
including, but not limited to, cash or, if the Stock Option Agreement provides:
(a) by delivery to the Company of a number of Shares
which have been owned by the holder for at least six
(6) months prior to the date of exercise having an
aggregate Fair Market Value of not less than the
product of the per Share exercise price multiplied by
the number of Shares the Optionee intends to purchase
upon exercise of the Option on the date of delivery;
(b) in a cashless exercise through a broker; or
(c) by having a number of Shares withheld, the Fair
Market Value of which as of the date of exercise is
sufficient to satisfy the aggregate exercise price.
In its discretion, the Committee also may authorize (at the time an Option is
granted or thereafter) Company financing to assist the Optionee as to payment of
the exercise price on such terms as may be offered by the Committee in its
discretion. Payment must be made at the time that the Option or any part thereof
is exercised, and no shares may be issued or delivered upon exercise of an
option until full payment has been made by the Optionee. The holder of an
Option, as such, has none of the rights of a stockholder.
3.6 Non-Transferability. Unless otherwise permitted by the
Committee, an Option shall not be transferable or assignable except by will or
by the laws of descent and distribution and shall be exercisable, during the
Optionee's lifetime, only by the Optionee, or in the event of the Optionee's
disability, by his or her legal representative.
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SECTION 4. SHARES SUBJECT TO PLAN
The aggregate number of Option Shares which may be issued under the Plan
shall at no time exceed 15,000. The limitations established by this Section
shall be subject to adjustment in accordance with the provisions of the Plan. In
the event that an Option expires or is terminated for any reason, the Option
Shares allocable to the unexercised portion of such Option may again be subject
to an Option under the Plan. In the event that an Optionee delivers Shares as
payment of the exercise price for an Option, such Shares may be subject to
Options under the Plan.
SECTION 5. OPTION AWARDS
Each Option contemplated by this Section 5 shall be evidenced by a Stock
Option Agreement which shall incorporate the applicable terms of the Plan. The
terms of each Stock Option Agreement shall include the following provisions:
(a) that the per share purchase price for each share of
Stock subject to the Option shall be the Fair Market Value as of the
date of grant;
(b) that the Option shall expire upon the earlier of the
tenth (10th) anniversary following the date of grant or, subject to the
condition that an Option may not be exercised past the expiration of
its term, within ninety (90) days after the date the Director ceases to
serve on the Board of Directors of the Company or an Affiliate for any
reason; and
(c) that the Option is fully vested, subject to any
restrictions imposed by the primary federal regulator of any Affiliate
of the Company.
SECTION 6. FORMULA GRANTS
Beginning with the date of the annual meeting of the shareholders of the
Company which occurs in 2000, and continuing each year thereafter until the
earlier of the expiration of the Plan or at any time that an annual grant can
not be fully funded due to an insufficient number of Shares reserved for
issuance under the Plan, each Eligible Director who holds a seat on the Board of
Directors as of the date of the annual meeting of the shareholders shall be
granted an Option to purchase 100 Shares as of the date of such annual meeting;
provided, however, that the Chairman of the Board of Directors shall be granted
an Option to purchase 200 Shares.
SECTION 7. TERM OF PLAN
The Plan shall be effective as of April 24, 2000 and shall continue to
be effective until ten (10) years following the effective date of the Plan,
unless sooner terminated either by the Board of Directors pursuant to Section 10
hereof or at any time an annual grant can not be fully funded due to an
insufficient number of Shares reserved for issuance under the Plan.
SECTION 8. INDEMNIFICATION OF COMMITTEE
In addition to such other rights of indemnification that the members of
the Committee may have, each member of the Committee shall be indemnified by the
Company against the reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which it may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any Option
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granted thereunder, and against all amounts paid by it in settlement thereof
(provided the settlement has received the prior approval of the Company) or paid
by it in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in the action,
suit or proceeding that the Committee member is liable for negligence or
misconduct in the performance of its duties; provided that promptly after
institution of the action, suit or proceeding the Committee member shall in
writing offer the Company the opportunity, at its own expense, to handle and
defend such matter. Upon the delivery to the Committee member of written notice
of assumption by the Company of the defense of such matter, the Company will not
be responsible to the Committee member for any further fees and disbursements
relating to the defense of such matter, including fees and disbursements of
counsel.
SECTION 9. AMENDMENT AND TERMINATION OF THE PLAN
The Board of Directors at any time may amend or terminate the Plan
without stockholder approval; provided, however, that the Board of Directors may
condition any amendment on the approval of the stockholders of the Company if it
determines that such approval is necessary or advisable with respect to tax,
securities or other applicable laws to which the Company, this Plan, optionees
or Directors are subject. No amendment or termination of the Plan shall
adversely affect the rights of an Optionee with regard to previously granted
Options without his consent.
SECTION 10. ADJUSTMENTS TO SHARES AND EXERCISE PRICE
(a) The number of Shares reserved for the grant of
Options and the number of Shares reserved for issuance upon the
exercise or payment, as applicable, of each outstanding Option, and the
exercise price of each outstanding Option shall be proportionately
adjusted for any increase or decrease in the number of issued Shares
resulting from a subdivision or combination of Shares or the payment of
an ordinary stock dividend in Shares to holders of outstanding Shares
or any other increase or decrease in the number of Shares outstanding
effected without receipt of consideration by the Company.
(b) In the event of a merger, consolidation,
extraordinary dividend (including a spin-off), reorganization, or other
change in the corporate structure of the Company or its Shares or
tender offer for Shares, the Committee may make such adjustments with
respect to Options and take such other action as it deems necessary or
appropriate to reflect such merger, consolidation, extraordinary
dividend (including a spin-off), reorganization, or other change in the
corporate structure of the Company or its Shares or tender offer,
including, without limitation, the substitution of new Options, the
termination or adjustment of outstanding Options, the acceleration of
Options, the removal of restrictions on outstanding Options, all as may
be provided in the applicable Stock Option Agreement, or if not
expressly addressed therein, as the Committee subsequently may
determine in the event of a merger, consolidation, extraordinary
dividend (including a spin-off), reorganization or other change in the
corporate structure of the Company or its Shares or tender offer for
Shares. Any adjustment pursuant to this Section may provide, in the
Committee's discretion, for the elimination without payment therefor of
any fractional Shares that might otherwise become subject to any
Options, but except as set forth in this Section may not otherwise
diminish the then value of the Options.
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(c) The existence of the Plan and the Options granted
pursuant to the Plan shall not affect in any way the right or power of
the Company to make or authorize any adjustment, reclassification,
reorganization or other change in its capital or business structure,
any merger or consolidation of the Company, any issue of debt or equity
securities having preferences or priorities as to the Common Stock or
the rights thereof, the dissolution or liquidation of the Company, any
sale or transfer of all or any part of its business or assets, or any
other corporate act or proceeding. Any adjustment pursuant to this
Section may provide, in the Committee's discretion, for the elimination
without payment therefor of any fractional shares that might otherwise
become subject to any Option.
SECTION 11. RIGHTS AS A STOCKHOLDER
An Optionee or a transferee of an Optionee shall have no rights as a
stockholder with respect to any Option or Option Shares until the date of the
issuance of a stock certificate to him for the Option Shares. No adjustment
shall be made for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights for which the
record date is prior to the date the stock certificate is issued, except as
otherwise provided in the Plan.
SECTION 12. GOVERNING LAW
The laws of the state of Georgia shall govern this Plan.
SECTION 13. EFFECTIVE DATE
This Plan was approved by the Board of Directors as of November 15,
1999, and shall become effective as of April 24, 2000.
IN WITNESS WHEREOF, the Company has executed this Plan on this 24th day
of April, 2000.
COMMUNITY CAPITAL BANCSHARES, INC.
By:
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Title:
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