<PAGE>
As filed with the Securities and Exchange Commission on October 22, 1999
Registration No. 333- ______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PAB Bankshares, Inc.
(Exact name of issuer as specified in its charter)
Georgia 58-1473302
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3102 North Oak Street Extension
Valdosta, Georgia 31602
(Address of principal executive offices) (Zip Code)
PAB Bankshares, Inc. 1999 Stock Option Plan
(Full title of the plan)
R. Bradford Burnette
President and Chief Executive Officer
PAB Bankshares, Inc.
3102 North Oak Street Extension
Valdosta, Georgia 31602
(912) 241-2775
(Name, address and telephone number, including area code, of agent for service)
The Commission is requested to mail signed copies of all orders, notices and
communications to:
Thomas O. Powell, Esq.
Troutman Sanders LLP
600 Peachtree Street, N.E., Suite 5200
Atlanta, Georgia 30308-2216
Telephone: (404) 885-3294
Facsimile: (404)962-6658
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed
Title of each class of Amount to be Proposed maximum maximum Amount of
securities to be registered registered(1) offering price per aggregate offering registration fee
share(2) price(2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value, to be
issued under PAB Bankshares, Inc. 600,000 shares $16.00 $9,600,000 $2,668.80
1999 Stock Option Plan
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"1933 Act"), includes an indeterminate number of additional shares which
may be offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions as provided in PAB Bankshares, Inc.
1999 Stock Option Plan (the "Plan").
(2) Pursuant to Rule 457(h)(1) under the 1933 Act, the offering price is
estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low prices of PAB Bankshares, Inc.
common stock on October 18, 1999 as reported on the American Stock
Exchange.
================================================================================
<PAGE>
Part I -- Information Required in the Section 10(a) Prospectus
Item 1. Plan Information.+
----------------
Item 2. Registrant Information and Plan Annual Information.+
--------------------------------------------------
+ Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with the Note to
Part I of Form S-8.
Part II -- Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
---------------------------------------
PAB Bankshares, Inc. ("PAB") hereby incorporates by reference into this
registration statement the following documents:
(a) PAB's Annual Report on Form 10-K for the fiscal year ended December
31, 1998, as filed on March 31, 1999;
(b) PAB's Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1999, as filed on May 14, 1999;
(c) PAB's Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 1999, as filed on August 16, 1999; and
(d) The description of PAB's Common Stock contained in PAB's Registration
Statement on Form 8-A/A, as filed on July 3, 1996.
All documents filed subsequent to the date of this registration statement
by the undersigned registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 (the "1934 Act") prior to the filing of a
post-effective amendment hereto which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters any shares of such Common
Stock then remaining unsold, shall also be deemed to be incorporated by
reference in this registration statement and to be a part hereof from their
respective dates of filing. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein, or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement contained in this registration
statement shall be deemed to be modified or superseded to the extent that a
statement contained in a subsequently filed document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
2
<PAGE>
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The provisions of the Georgia Business Corporation Code and PAB's Articles
of Incorporation and Bylaws set forth the extent to which PAB's directors and
officers may be indemnified against liabilities they may incur while serving in
such capacities. Under these indemnification provisions, PAB is required to
indemnify any of its directors or officers against any reasonable expenses
(including attorneys' fees) incurred by such director or officer in defense of
any action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, and whether formal or informal, to which such
director or officer was made a party, or in defense of any claim, issue or
matter therein, by reason of the fact that such director or officer is or was a
director or officer of PAB to the extent that such director or officer has been
successful, on the merits or otherwise, in such defense. PAB also must
indemnify any person against any liability and expenses incurred in connection
with any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by PAB),
by reason of the fact that such person is or was a director or officer of PAB or
who, while a director or officer of PAB, is or was serving at PAB's request as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, if such director or officer acted in a
manner such director or officer believed in good faith to be in, or not opposed
to, the best interests of PAB, or, with respect to any criminal proceeding, had
no reasonable cause to believe such director's or officer's conduct was
unlawful, if a determination has been made that the director or officer has met
these standards of conduct. Such indemnification in connection with a proceeding
by or in the right of PAB, however, is limited to reasonable expenses, including
attorneys' fees, incurred in connection with the proceeding. PAB may also
provide advancement of expenses incurred by a director or officer in defending
any such action, suit, or proceeding upon receipt of a written affirmation of
such officer or director that such director or officer has met certain standards
of conduct and an undertaking by or on behalf of such director or officer to
repay such advances unless it is ultimately determined that such director or
officer is entitled to indemnification by PAB.
PAB may not indemnify a director or officer in connection with a proceeding
in which the director or officer was adjudged liable to PAB on the basis that he
improperly received a personal benefit.
PAB's Bylaws state that PAB intends for indemnification of officers and
directors to extend to the maximum indemnification possible under Georgia law.
In addition, PAB's Articles of Incorporation require that PAB indemnify a
director to the fullest extent permitted by the Official Code of Georgia
Annotated against any liability, cost or expenses incurred by such director by
reason of the fact that such person is or was a director and require PAB to
advance expenses incurred in such proceedings subject to the conditions imposed
by the Georgia Business Corporation Code.
PAB's Articles of Incorporation contain a provision which provides that, to
the fullest extent permitted by the Georgia Business Corporation Code, directors
of PAB shall not be personally liable to PAB or its shareholders for monetary
damages for breach of his duty of care or any other duty as a director.
PAB maintains an insurance policy insuring PAB and directors and officers
of PAB against certain liabilities, including liabilities under the Securities
Act of 1933.
3
<PAGE>
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The following exhibits are filed as part of this Registration Statement:
Exhibit
Number
------
4.1 Articles of Incorporation, as amended (incorporated by reference to
Exhibit 3(a) to Amendment No. 1 to PAB's Registration Statement No.
333-83907 on Form S-4, as filed with the Commission on October 14,
1999)
4.2 Bylaws, as amended (incorporated by reference to Exhibit 4.2 to PAB's
Registration Statement No. 333-74819 on Form S-8, as filed with the
Commission on March 22, 1999)
5 Opinion of Troutman Sanders LLP
23.1 Consent of Troutman Sanders LLP (contained in opinion filed as
Exhibit 5)
23.2 Consent of Stewart, Fowler & Stalvey, P.C.
24 Power of Attorney (included in the signature page of page 6 of this
Registration Statement)
99 PAB Bankshares, Inc. 1999 Stock Option Plan
Item 9. Undertakings.
------------
(a) Rule 415 offerings. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the 1933 Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 424(b)
4
<PAGE>
if, in the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of any offering.
(b) Filings incorporating subsequent 1934 Act documents by reference. The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Filing of registration statement on Form S-8. Insofar as
indemnification for liabilities arising under the 1933 Act may be permitted to
directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Valdosta, Georgia, on this 18th day of October, 1999.
PAB Bankshares, Inc.
(Registrant)
By: /s/ R. Bradford Burnette
-------------------------------------
R. Bradford Burnette
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints R. Bradford Burnette and C. Larry Wilkinson, or
either of them, his true and lawful attorney-in-fact and agent, with full powers
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and to
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully and to all intents and purposes as he might or
would do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or their substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the 1933 Act, this registration statement,
as amended, has been signed by the following persons in the capacities indicated
below on this 18th day of October, 1999.
Signature Title
--------- -----
Chairman of the Board and Director
- ------------------------------
James L. Dewar, Sr.
/s/ R. Bradford Burnette President and Director (Principal Executive
- ------------------------------ Officer)
R. Bradford Burnette
/s/ Walter W. Carroll, II Director
- ------------------------------
Walter W. Carroll, II
/s/ William S. Cowart Director
- ------------------------------
William S. Cowart
/s/ James L. Dewar, Jr. Director
- ------------------------------
James L. Dewar, Jr.
/s/ Tracy A. Dixon Director
- ------------------------------
Tracy A. Dixon
6
<PAGE>
/s/ Bill J. Jones
______________________________ Director
Bill J. Jones
______________________________ Director
Thompson Kurrie, Jr.
______________________________ Director
James B. Lanier, Jr.
______________________________ Director
Paul E. Parker
/s/ F. Ferrell Scruggs, Sr.
______________________________ Director
F. Ferrell Scruggs, Sr.
/s/ John M. Simmons
______________________________ Director
John M. Simmons
/s/ D. Ramsay Simmons, Jr.
______________________________ Director
D. Ramsay Simmons, Jr.
______________________________ Director
Joe P. Singletary
/s/ C. Larry Wilkinson Executive Vice President and Director
______________________________ (Principal Financial and Accounting Officer)
C. Larry Wilkinson
7
<PAGE>
Exhibit Index
Exhibit
Number
------
4.1 Articles of Incorporation, as amended (incorporated by reference to
Exhibit 3(a) to Amendment No. 1 to PAB's Registration Statement No.
333-83907 on Form S-4, as filed with the Commission on October 14,
1999)
4.2 Bylaws, as amended (incorporated by reference to Exhibit 4.2 to PAB's
Registration Statement No. 333-74819 on Form S-8, as filed with the
Commission on March 22, 1999)
5 Opinion of Troutman Sanders LLP
23.1 Consent of Troutman Sanders LLP (contained in opinion filed in
Exhibit5)
23.2 Consent of Stewart, Fowler & Stalvey, P.C.
24 Power of Attorney (included in the signature page of page 6 of this
Registration Statement)
99 PAB Bankshares, Inc. 1999 Stock Option Plan
8
<PAGE>
Exhibit 5
Troutman Sanders LLP
Nationsbank Plaza
600 Peachtree Street, N.E. - Suite 5200
Atlanta, Georgia 30308-2216
October 22, 1999
PAB Bankshares, Inc.
3102 North Oak Street, Extension
Valdosta, Georgia 31602
Re: Registration Statement on Form S-8
Gentlemen:
We have served as counsel to PAB Bankshares, Inc., a Georgia corporation
("PAB") in connection with the filing by PAB with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a Registration
Statement on Form S-8 (the "Registration Statement") with respect to the
registration of 600,000 shares of PAB's Common Stock, no par value (the
"Shares"), reserved for issuance in connection with the PAB Bankshares, Inc.
1999 Stock Option Plan (the "Plan").
As counsel for PAB, we have examined certain books and records of PAB and
have made such other investigations as we have deemed necessary for purposes of
this opinion. In such examinations we have assumed the genuineness of all
signatures on all original documents, the authenticity of all documents
submitted to us as originals, the conformity to the original documents of all
copies submitted to us, the authenticity of the originals of documents submitted
to us as copies, and the due execution and delivery of all documents where due
execution and delivery are prerequisite to the effectiveness thereof.
As to questions of fact material to this opinion, we have relied solely
upon certificates and statements of officers of PAB and certain public
officials. We have assumed and relied upon the accuracy and completeness of
such certificates and statements, the factual matters set forth therein, and the
genuineness of all signatures thereon, and nothing has come to our attention
leading us to question the accuracy of the matters set forth therein. We have
made no independent investigation with regard thereto and, accordingly, we do
not express any view or belief as to matters that might have been discovered by
independent verification.
Based upon and subject to the foregoing, we are of the opinion that the
Shares reserved for issuance in accordance with the Plan have been duly
authorized and will, when and to the extent issued in connection with the
exercise of options granted in accordance with the Plan, be validly issued,
fully paid and nonassessable.
We are admitted to practice law in the State of Georgia only and do not
hold ourselves out as being experts on the law of any other jurisdiction. In
expressing the opinions set forth above, we are not passing on the laws of any
jurisdiction other than the laws of the State of Georgia.
<PAGE>
This opinion is limited to the matters expressly opined on herein, and no
opinion may be implied or inferred beyond those expressly stated. This opinion
is rendered as of the date hereof, and we make no undertaking and expressly
disclaim any duty to supplement or update such opinion, if, after the date
hereof, facts or circumstances come to our attention or changes in the law occur
which could affect such opinion. This opinion is being furnished to you solely
for your benefit in connection with the transactions contemplated by the Plan
and, except as expressly set forth below, is not to be used, circulated, quoted
or otherwise referred to for any other purpose without our prior express written
consent and may not be relied upon by any other person without our express
written consent.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Troutman Sanders LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated January 13, 1999, appearing on Page F-2 of the Form 10-K for the
year ended December 31, 1998, into this Form S-8.
/s/ Stewart, Fowler & Stalvey, P.C.
- -----------------------------------
Stewart, Fowler & Stalvey, P.C.
Valdosta, Georgia
October 21, 1999
<PAGE>
Exhibit 99
PAB Bankshares, Inc.
1999 STOCK OPTION PLAN
ARTICLE I
Purpose, Scope and Administration of the Plan
1.1 Purpose. The purpose of this Stock Option Plan is to maximize
-------
the long-term success of PAB Bankshares, Inc. (the "Company"), and its
affiliates, to ensure a balanced emphasis on both current and long-term
performance and to enhance participants' identification with shareholder
interests by providing financial incentives to selected members of its and its
affiliates' boards of directors, employees and consultants who are in positions
to make significant contributions toward that success. It is intended that the
Company will, through the grant of options to purchase its common stock, attract
and retain (and allow its affiliates to attract and retain) highly qualified and
competent employees and directors and motivate such employees and directors to
exert their best efforts on behalf of the Company and its affiliates.
1.2 Definitions. Unless the context clearly indicates otherwise, for
-----------
purposes of this Plan:
(a) "Board of Directors" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Committee" means the Stock Option Committee of the Board of
Directors, which shall be composed of two or more members appointed from time to
time by the Board of Directors from among its members. If the Board of
Directors does not appoint an Stock Option Committee, all references in this
Plan to the "Committee" shall be deemed to be references to the Board of
Directors where the context so permits or requires.
(d) "Common Stock" means the Common Stock of the Company, no par value
per share, or such other class of shares or other securities to which the
provisions of the Plan may be applicable by reason of the operation of Section
3.1 hereof.
(e) "Company" means the Company and any affiliates of the Company,
including affiliates of the Company which become such after adoption of this
Plan; provided, however, that for purposes of granting Incentive Stock Options,
the term "Company" shall include only the Company and its subsidiaries that are
corporations in which the Company directly or
<PAGE>
indirectly owns stock possessing 50 percent or more of the total combined voting
power of all classes of stock in such corporation as provided in Code Section
424(f).
(f) "Fair Market Value" of a share of Common Stock on a specified date
means:
(i) if the Common Stock is then traded on a national securities
exchange, the closing price on such date of a share of the Common
Stock as traded on the largest securities exchange on which it is then
traded; or
(ii) if the Common Stock is not then traded on a national
securities exchange, the mean between the closing composite inter-
dealer "bid" and "ask" prices for Common Stock, as quoted on the
NASDAQ National Market System (A) on such date, or (B) if no "bid" and
"ask" prices are quoted on such date, then on the next preceding date
on which such prices were quoted; or
(iii) if the Common Stock is not then traded on a national
securities exchange or quoted on the NASDAQ National Market System,
the value determined in good faith by the Committee.
(g) "Grant Date," as used with respect to a particular Option, means
the date as of which the Option is granted by the Committee pursuant to the
Plan.
(h) "Grantee" means the person to whom an Option is granted by the
Committee pursuant to the Plan.
(i) "Incentive Stock Option" means an Option, or any portion thereof,
granted to an employee of the Company which qualifies as an Incentive Stock
Option as described in Section 422 of the Code, unless the Committee expressly
designates the Option, or such portion thereof, as a Nonqualified Stock Option.
(j) "Nonqualified Stock Option" means any option granted under this
Plan, other than an Incentive Stock Option.
(k) "Option" means an Option granted by the Committee pursuant to
Article II to purchase shares of Common Stock, which shall be designated at the
time of grant as either an Incentive Stock Option or a Nonqualified Stock
Option, as provided in Section 2.1 hereof.
(l) "Option Agreement" means the agreement between the Company and a
Grantee under which the Grantee is granted an Option pursuant to the Plan.
Option Agreements need not be identical with other Option Agreements, either in
form or substance, and need only conform to the terms and conditions of this
Plan.
(m) "Option Period" means, with respect to any Option granted
hereunder, the period beginning on the Grant Date and ending at such time not
later than the tenth anniversary of
2
<PAGE>
the Grant Date as the Committee in its sole discretion shall determine and
during which the Option may be exercised.
(n) "Plan" means this Company 1999 Stock Option Plan as set forth
herein and as amended from time to time.
1.3 Aggregate Limitation.
--------------------
(a) The maximum number of shares of Common Stock with respect to which
Options may be granted shall not exceed a total of 600,000 shares in the
aggregate, subject to possible adjustment in accordance with Section 3.1.
(b) Any shares of Common Stock to be delivered by the Company upon the
exercise of Options shall, at the discretion of the Board of Directors, be
issued from the Company's authorized but unissued shares of Common Stock or
transferred from any available Common Stock held in treasury.
(c) The Committee may grant new Options hereunder with respect to any
shares for which an Option expires or otherwise terminates prior to being
exercised.
1.4 Administration of the Plan.
--------------------------
(a) The Plan shall be administered by the Committee, which shall have
the authority:
(i) To determine the directors, employees, consultants and
advisers of the Company to whom, and the times at which, Options shall
be granted (provided that any grants made to participants who are
"reporting persons" as defined in Section 16 of the Securities
Exchange Act of 1934, shall, in the event the Committee fails to
satisfy the requirements of Rule 16b-3, either be made by the full
Board of Directors or by a sub-committee of the Committee, which
satisfies such requirements), and the number of shares of Common Stock
to be subject to each such Option, taking into consideration the
nature of the services rendered by the particular Grantee, the
Grantee's potential contribution to the long-term success of the
Company and such other factors as the Committee in its discretion may
deem relevant;
(ii) To interpret and construe the provisions of the Plan
and to establish rules and regulations relating to it;
(iii) To prescribe the terms and conditions of the Option
Agreements for the grant of Options (which need not be identical for
all Grantees) in accordance and consistent with the requirements of
the Plan; and
3
<PAGE>
(iv) To make all other determinations necessary or advisable
to administer the Plan in a proper and effective manner.
(b) All decisions and determinations of the Committee in the
administration of the Plan and on other matters concerning the Plan or any
Option shall be final, conclusive and binding on all persons, including (but not
by way of limitation) the Company, the shareholders and directors of the
Company, and any persons having any interest in any Options. The Committee
shall be entitled to rely in reaching its decisions on the advice of counsel
(who may be counsel to the Company).
1.5 Eligibility for Awards. The Committee shall in accordance with
----------------------
Article II designate from time to time the directors, employees, consultants and
advisers of the Company who are to be granted Options. In no event may a person
who is not an employee of the Company be granted an Incentive Stock Option under
the Plan.
1.6 Effective Date and Duration of Plan. The Plan shall become
-----------------------------------
effective on the date of its adoption by the Board of Directors; provided, that
any grant of Options under the Plan prior to approval of the Plan by the
shareholders of the Company is subject to such shareholder approval within 12
months of adoption of the Plan by the Board of Directors. Unless previously
terminated by the Board of Directors, the Plan (but not any Options then
outstanding) shall terminate on the tenth anniversary of its adoption by the
Board of Directors.
ARTICLE II
Stock Options
2.1 Grant of Options.
----------------
(a) The Committee may from time to time, subject to the provisions of
the Plan, grant Options to directors, employees, consultants and advisers of the
Company under appropriate Option Agreements to purchase shares of Common Stock
up to the aggregate number of shares of Common Stock set forth in Section
1.3(a).
(b) The Committee may designate as an Incentive Stock Option any
Option (or portion thereof) granted to an employee of the Company which
satisfies the requirements of Sections 2.2 and 2.3 hereof. Any portion of an
Option that is not designated as an Incentive Stock Option (or otherwise does
not qualify as an Incentive Stock Option) shall be a Nonqualified Stock Option.
A Nonqualified Stock Option must satisfy the requirements of Section 2.2 hereof,
but shall not be subject to the requirements of Section 2.3.
2.2 Option Requirements.
-------------------
(a) An Option shall be evidenced by an Option Agreement specifying the
number and class of shares of Common Stock that may be purchased upon its
exercise and
4
<PAGE>
containing such other terms and conditions consistent with the Plan as the
Committee may determine to be applicable to that Option.
(b) No Option shall be granted under the Plan on or after the tenth
anniversary of the date upon which the Plan was adopted by the Board of
Directors.
(c) An Option shall expire by its terms at the expiration of the
Option Period and shall not be exercisable thereafter.
(d) The Committee may provide in the Option Agreement for the
expiration or termination of the Option prior to the expiration of the Option
Period, upon the occurrence of any event specified by the Committee.
(e) The Committee may provide in the Option Agreement for vesting
periods which require the passage of time and/or the occurrence of events in
order for the Option to become exercisable.
(f) The option price per share of Common Stock of an Incentive Stock
Option shall not be less than the Fair Market Value of a share of Common Stock
on the Grant Date. The option price per share of Common Stock of a Nonqualified
Stock Option shall be such price as shall be determined by the Committee at the
time any such Nonqualified Option is granted, and may be greater than, equal to,
or less than the Fair Market Value of a share of Common Stock at the time such
Nonqualified Option is granted.
(g) An Option shall not be transferable other than by will or the laws
of descent and distribution, except that any vested portion of Nonqualified
Stock Options may be transferred if the transfer is approved in advance in
writing by the Committee or Board of Directors in their sole discretion. Unless
transferred with approval as provided in the preceding sentence, during the
Grantee's lifetime an Option shall be exercisable only by the Grantee or, if the
Grantee is disabled and the Option remains exercisable, by his or her duly
appointed guardian or other legal representative. Upon the Grantee's death, but
only to the extent that the Option is otherwise exercisable hereunder, an Option
may be exercised by the Grantee's legal representative or by a person who
receives the right to exercise the Option under the Grantee's will or by the
applicable laws of descent and distribution.
(h) Each Option Agreement shall contain an agreement that, upon demand
by the Committee for such a representation, the Grantee (or any person acting on
the Grantee's behalf) shall deliver to the Committee at the time of any exercise
of an Option a written representation that the Common Stock to be acquired upon
such exercise is to be acquired for investment and not for resale or with a view
to the distribution thereof or such other representation as may be required by
the Committee. Upon such demand, delivery of such representation prior to the
delivery of any Common Stock issued upon exercise of an Option and prior to the
expiration of the Option period shall be a condition precedent to the right of
the Grantee or such other person to purchase any shares of Common Stock.
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(i) A person electing to exercise an Option shall give written notice
of election to the Company in such form as the Committee may require,
accompanied by payment of the full purchase price of the shares of Common Stock
for which the election is made. Payment of the purchase price shall be made in
cash or in such other form as the Committee may specify in the applicable Option
Agreement.
2.3 Incentive Stock Option Requirements.
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(a) An Option granted to an employee of the Company and designated by
the Committee as an Incentive Stock Option is intended to qualify as an
"incentive stock option" within the meaning of Section 422 of the Code and shall
satisfy, in addition to the conditions of Section 2.2 above, the conditions set
forth in this Section 2.3.
(b) An Incentive Stock Option shall not be granted to an individual
who on the Grant Date owns stock possessing more than ten percent of the total
combined voting power of all classes of stock of the Company, unless the option
price per share of Common Stock will not be less than 110% of the Fair Market
Value thereof on the Grant Date and the Option Period does not extend beyond
five years from the Grant Date.
(c) The aggregate Fair Market Value, determined on the Grant Date, of
the shares of Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by a Grantee during any calendar year (under the
Plan or any other plan of the Company or any parent or subsidiary thereof) shall
not exceed $100,000.
ARTICLE III
General Provisions
3.1 Adjustment Provisions.
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(a) In the event of:
(i) payment of a stock dividend in respect of Common Stock; or
(ii) any recapitalization, reclassification, split-up or
consolidation of or other change in the Common Stock; or
(iii) any exchange of the outstanding shares of Common
Stock in connection with a merger, consolidation or other
reorganization of or involving the Company or a sale by the Company of
all or a portion of its assets, for a different number or class of
shares of stock or other securities of the Company or for shares of
the stock or other securities of any other corporation;
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then the Committee shall, in such manner as it may determine in its sole
discretion, appropriately adjust the number and class of shares or other
securities which shall be subject to Options and the purchase price per share
which must be paid thereafter upon exercise of any Option. Any such adjustments
made by the Committee shall be final, conclusive and binding upon all persons,
including (but not by way of limitation) the Company, the shareholders and
directors of the Company, and any persons having any interest in any Options
which may be granted under the Plan.
(b) Except as provided above in subparagraph (a) of this paragraph
3.1, issuance by the Company of shares of stock of any class or securities
convertible into shares of stock of any class shall not affect the Options.
3.2 Additional Conditions. Any shares of Common Stock issued or
---------------------
transferred under any provision of the Plan may be issued or transferred subject
to such conditions, in addition to those specifically provided in the Plan, as
the Committee or the Company may impose, and may require as a condition to
exercise of the Option that the Grantee (or any person acting on the Grantee's
behalf) enter into any agreement or execute any acknowledgment that the
Committee shall deem necessary to ensure that the shares of Common Stock
acquired pursuant to the Option will be subject to any shareholders agreement as
may be in effect at the time such Option is exercised.
3.3 No Rights as Shareholder or to Employment. No Grantee or any
-----------------------------------------
other person authorized to purchase Common Stock upon exercise of an Option
shall have any interest in or shareholder rights with respect to any shares of
the Common Stock which are subject to any Option until certificates evidencing
the shares have been issued and delivered to the Grantee or any such person upon
the exercise of the Option. Furthermore, an Option shall not confer upon any
Grantee any rights to employment or any other relationship with the Company,
including without limitation any right to continue in the employ of the Company,
nor affect the right of the Company to terminate the employment or other
relationship of the Grantee with the Company at any time with or without cause.
3.4 Legal Restrictions. If in the opinion of legal counsel for the
------------------
Company the issuance or sale of any shares of Common Stock pursuant to the
exercise of an Option would not be lawful for any reason, including (but not by
way of limitation) the inability or failure of the Company to obtain from any
governmental authority or regulatory body the authority deemed necessary by such
counsel for such issuance or sale, the Company shall not be obligated to issue
or sell any Common Stock pursuant to the exercise of an Option to a Grantee or
any other authorized person unless the Company receives evidence satisfactory to
its legal counsel that the issuance and sale of the shares would not constitute
a violation of any applicable securities laws. The Company shall in no event be
obligated to take any action which may be required in order to permit, or to
remedy or remove any prohibition or limitation on, the issuance or sale of such
shares to any Grantee or other authorized person.
3.5 Rights Unaffected. The existence of the Options shall not
-----------------
affect: the right or power of the Company and its shareholders to make
adjustments, recapitalizations, reorganizations or
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other changes in the the Company's capital structure or its business; any
issuance of bonds, debentures, preferred or prior preference stocks affecting
the Common Stock or the rights thereof; the dissolution or liquidation of the
Company, or sale or transfer of any part of its assets or business; or any other
corporate act, whether of a similar character or otherwise.
3.6 Withholding Taxes. As a condition to exercise of an Option, the
-----------------
Company may in its sole discretion withhold or require the Grantee to pay or
reimburse the Company for any taxes which the Company determines are required to
be withheld in connection with the grant or any exercise of an Option.
3.7 Choice of Law. The validity, interpretation and administration
-------------
of the Plan and of any rules, regulations, determinations or decisions made
thereunder, and the rights of any and all persons having or claiming to have any
interest therein or thereunder, shall be determined exclusively in accordance
with the laws of the State of Georgia. Without limiting the generality of the
foregoing, the period within which any action in connection with the Plan must
be commenced shall be governed by the laws of the State of Georgia, without
regard to the place where the act or omission complained of took place, the
residence of any party to such action or the place where the action may be
brought or maintained.
3.8 Amendment, Suspension and Termination of Plan. The Plan may from
---------------------------------------------
time to time be terminated, suspended or amended by the Board of Directors in
such respects as it may deem advisable, including any such amendment effected
(i) so that the Incentive Stock Options granted hereunder shall be "incentive
stock options" as such term is defined in Section 422 of the Code, or (ii) to
conform to any change in any law or regulation governing the Plan, or the
Options granted hereunder; provided, however, that no such amendment shall
change the following unless approved by the shareholders of the Company within
twelve months following the date such amendment is adopted:
(A) The maximum aggregate number of shares for which Options may be
granted under the Plan, except as required under any adjustment pursuant to
Section 3.1 hereof; or
(B) The requirements as to eligibility for participation in the Plan
in any material respect.
(C) Extend the term of the Plan.
3.9 Headings. The headings in this Plan are for convenience only and are
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not to be used in interpreting the meaning or effect of any provisions hereof.
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AS ADOPTED BY THE BOARD OF DIRECTORS OF PAB BANKSHARES, INC. ON MARCH 15,
1999.
PAB BANKSHARES, INC.
By: /s/ Denise Mckenzie
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Secretary
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