<PAGE> 1
As filed with the Securities and Exchange Commission on July 23, 1996
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
GREENE COUNTY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C>
Tennessee 62-1222567
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
</TABLE>
Main and Depot Streets, Greeneville, Tennessee 37743
(Address of principal executive offices) (Zip Code)
INCENTIVE STOCK OPTION PLAN OF GREENE COUNTY BANCSHARES, INC.
AND SUBSIDIARIES OF 1995
NONQUALIFIED STOCK OPTION PLAN
GREENE COUNTY BANCSHARES, INC. AND SUBSIDIARIES FOR 1994, AS AMENDED
NONQUALIFIED STOCK OPTION PLAN
GREENE COUNTY BANCSHARES, INC. AND SUBSIDIARIES FOR 1993, AS AMENDED
(Full title of the plans)
R. Stan Puckett, President
Main and Depot Streets
Greeneville, Tennessee 37743
(Name and address of agent for service)
423/639-5111
(Telephone number, including area code, of agent for service)
Copy to:
Ann W. Langston
Gerrish & McCreary, P.C.
700 Colonial, Suite 200
Memphis, TN 38117
901/767-0900
CALCULATION OF REGISTRATION FEE
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<CAPTION>
================================================================================================================================
Proposed
Proposed maximum
maximum aggregate Amount of
Title of securities to be Amount to be offering price offering registration
registered registered per share (1) price (1) fee (1)
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
<C> <C> <C> <C> <C>
$10.00 per share 32,000 shares $178.28(1) $5,705,000(1) $1,968.00(1)
================================================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(h), solely for the purpose of
calculating the registration fee, based upon the actual price per share
of option exercise prices of the options outstanding under the plans
covered hereby.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information specified in Part 1 of Form S-8
will be sent or given to participants in the Incentive Stock Option Plan of
Greene County Bancshares, Inc. and Subsidiaries of 1995, NonQualified Stock
Option Plan Greene County Bancshares, Inc. and Subsidiaries of 1994, as Amended,
and NonQualified Stock Option Plan Greene County Bancshares, Inc. and
Subsidiaries of 1993, as Amended (the "Plans") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Greene County Bancshares,
Inc. (the "Company") with the Commission are hereby incorporated by reference in
this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the year ended December 31,
1995 (File No. 0-14289);
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1996; and
(c) the description of the Common Stock, par value $10.00 per share, of the
Company contained in the Company's Registration Statement on Form S-2 (File No.
333-926) filed with the Commission on February 12, 1996 and all amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents 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 which
also is, or is deemed to be, incorporated by reference herein modifies or
supersedes such statement. Any such 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.
The consolidated financial statements of the Company as of December 31,
1995 and 1994 and for each of the years in the three-year period ended December
31, 1995, have been incorporated by reference herein in reliance upon the report
of Coopers & Lybrand L.L.P., independent accountants, which report is included
in the Company's Annual Report on Form 10-K for the period then ended and
incorporated by reference herein upon the authority of such firm as experts in
accounting and auditing.
Certain legal matters in connection with the issuance of Common Stock
offered hereby are being passed upon for the Registrant by Gerrish & McCreary,
P.C.
<PAGE> 4
Item 6. Indemnification of Directors and Officers.
The Tennessee Business Corporation Act (the "Tennessee Act") empowers a
corporation to indemnify an individual made a party to a proceeding because he
is or was a director against liability incurred in the proceeding if: (i) he
conducted himself in good faith; and (ii) he reasonably believed: (a) in the
case of conduct in his official capacity with the corporation, that his conduct
was in its best interests; (b) in all other cases, that his conduct was at least
not opposed to its best interests; and (c) in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful.
The termination of a proceeding by a judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the required standard of
conduct.
A corporation may not indemnify a director in connection with: (i) a
proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation; or (ii) any other proceeding charging
improper personal benefit to him, whether or not involving action in his
official capacity, in which he was adjudged liable on the basis that personal
benefit was improperly received by him.
Indemnification is limited to reasonable expenses incurred in
connection with the proceeding.
The Tennessee Act further provides that unless limited by its charter,
a corporation shall indemnify a director who was wholly successful, on the
merits or otherwise, in the defense of any proceeding to which he was a party
because he is or was a director of the corporation against reasonable expenses
incurred by him in connection with the proceeding.
The Tennessee Act also provides that a corporation may pay for or
reimburse the reasonable expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the proceeding if the director
furnishes the corporation a written: (i) affirmation of his good faith belief
that he has met the required standard of conduct; and (ii) undertaking, executed
personally or on his behalf, to repay the advance if it is ultimately determined
that he is not entitled to indemnification. In addition, a corporation may pay
for or reimburse the reasonable expenses incurred if a determination is made
that the facts then known to those making the determination would not preclude
indemnification.
A corporation may not indemnify a director unless authorized in the
specific case after the proper determination has been made by the Board of
Directors, by special legal counsel or by the shareholders owning the requisite
number of shares.
A corporation also may indemnify and advance expenses to an officer,
employee or agent of the corporation who is not a director to the same extent as
a director. The Charter of Greene County Bancshares, Inc. contains the following
indemnification provision:
The corporation from time to time may provide either directly, or
indirectly through the purchase of insurance, for the indemnification
of directors, officers, employees and agents of the corporation and of
any of its subsidiaries to the fullest extent permitted by law.
<PAGE> 5
The directors and officers of the Company are covered by an insurance
policy in the amount of $5,000,000 by the CNA insurance company.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
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<CAPTION>
Sequential Page
Reference to Number Where
Prior Filing or Attached Exhibits
Regulation S-B Exhibit Number are Located in
Exhibit Number Document Attached Hereto This Form S-8
<S> <C> <C> <C> <C>
4.1 Incentive Stock Option 4.1 Page
Plan of Greene County
Bancshares, Inc. and
Subsidiaries of 1995
4.2 NonQualified Stock 4.2 Page
Option Plan
Greene County
Bancshares, Inc. and
Subsidiaries of 1994, as
Amended
4.3 NonQualified Stock 4.3 Page
Option Plan
Greene County
Bancshares, Inc. and
Subsidiaries of 1993, as
Amended
5 Opinion of Gerrish & 5 Page
McCreary, P.C.
23.1 Consent of Gerrish & 23.1 Page
McCreary, P.C. (contained
in Exhibit 5)
23.2 Consent of Coopers & 23.2 Page
Lybrand L.L.P.
24 Power of Attorney Contained on Page
Signature Page
</TABLE>
Item 9. Undertakings.
(a) 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 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.
<PAGE> 6
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 hereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 of
expenses incurred or paid by a director, officer or controlling person 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 Act and will be governed by the final adjudication of
such issue.
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8, and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Greeneville, State of Tennessee, on July 8,
1996.
GREENE COUNTY BANCSHARES, INC.
By: /s/ R. Stan Puckett
------------------------------------
R. Stan Puckett, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints R. Stan Puckett, his true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all 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
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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/s/ William F. Richmond /s/ R. Stan Puckett
- ---------------------------------- ----------------------------------------
William F. Richmond, Senior R. Stan Puckett, President
Vice President and Chief Executive Officer
and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Date: July 8, 1996 Date: July 8, 1996
</TABLE>
<PAGE> 8
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Name Capacity Date
- ---- -------- ----
<S> <C> <C>
/s/ Chairman, 7/8/96
- ----------------------------- Director --------------
Harrison Lamons
/s/ President 7/8/96
- ----------------------------- and Director --------------
R. Stan Puckett
/s/ Director 7/8/96
- ----------------------------- --------------
Phil M. Bachman, Jr.
/s/ Director 7/8/96
- ----------------------------- --------------
Helen Horner
/s/ Director 7/8/96
- ----------------------------- --------------
J.W. Douthat
/s/ Director 7/8/96
- ----------------------------- --------------
Terry Leonard
/s/ Director 7/8/96
- ----------------------------- --------------
Ralph T. Brown
/s/ Director 7/8/96
- ----------------------------- --------------
James A. Emory
/s/ Director 7/8/96
- ----------------------------- --------------
Patrick Norris
/s/ Director 7/8/96
- ----------------------------- --------------
Jerald K. Jaynes
/s/ Director 7/8/96
- ----------------------------- --------------
Charles S. Brooks
/s/ Director 7/8/96
- ----------------------------- --------------
Davis Stroud
/s/ Director 7/8/96
- ----------------------------- --------------
W.T. Daniels
</TABLE>
<PAGE> 9
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------
EXHIBITS
TO
REGISTRATION STATEMENT ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
---------------------
GREENE COUNTY BANCSHARES, INC.
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Reference to
Prior Filing or
Regulation S-B Exhibit Number
Exhibit Number Document Attached Hereto
<S> <C> <C> <C>
4.1 Incentive Stock Option Plan of 4.1
Greene County Bancshares, Inc. and
Subsidiaries of 1995
4.2 NonQualified Stock Option Plan 4.2
Greene County Bancshares, Inc. and
Subsidiaries of 1994, as Amended
4.3 NonQualified Stock Option Plan 4.3
Greene County Bancshares, Inc. and
Subsidiaries of 1993, as Amended
5 Opinion of Gerrish & McCreary, P.C. 5
23.1 Consent of Gerrish & McCreary, P.C. 23.1
(contained in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P. 23.2
24 Power of Attorney Contained on
Signature Page
</TABLE>
<PAGE> 1
EXHIBIT 4.1
INCENTIVE STOCK OPTION PLAN OF
GREENE COUNTY BANCSHARES, INC. AND SUBSIDIARIES
OF 1995
1. Purpose of the Plan. This Incentive Stock Option Plan of Greene County
Bancshares, Inc. and Subsidiaries (the "Plan"), adopted as of December
13, 1995 is hereby intended to aid Greene County Bancshares, Inc. (the
"Company"), Greene County Bank, American Fidelity Bank and Premier Bank
of East Tennessee (the "Banks") in securing and retaining key employees
of outstanding ability by making it possible to offer them an increased
incentive in the form of a proprietary interest in the common stock of
the Company, to join or continue in service of the Company and Banks
and to increase the welfare and success of the Company and its Banks
and to assist in attracting the best available individuals to the
Company and the Banks to serve as officers and directors in the future.
This Plan shall become effective on the date that it is approved by the
majority of the shareholders of the Stock present by person or by proxy
and entitled to vote at the annual meeting or a special meeting of the
Company.
2. Definitions. When used herein, the following terms shall have the
meaning set forth below.
(a) "Bank" or "Banks" means the Banks referred to above herein and
any other Bank that adopts this plan. Such Banks may be
referred to collectively as "Banks" or individually as "Bank"
throughout this Plan.
(b) "Board" means the Board of Directors of the Company.
<PAGE> 2
(c) "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and the regulations thereunder.
(d) "Committee" means the committee designated by the Board of
Directors of the Company to administer the Plan in accordance
with the responsibilities and powers described in Paragraph 4
of this Plan.
(e) "Date of Grant" means the date on which an Incentive Stock
Option Award is granted under a written Incentive Stock Option
Award Agreement executed by the Company and the Bank and each
Participant pursuant to this Plan.
(f) "Date of Exercise" means the date upon which the Participant
accepts the Bank's offer to purchase the Stock and provides to
the Bank written notice of the Participant's intent to
exercise the Incentive Stock Option Award and provides full
payment for the option price of the option Shares purchased.
(g) "Discharge for Cause" means the voluntary or involuntary
termination or resignation of a Participant because of his
conviction of a crime involving moral turpitude, a gross
failure on the part of the Participant to perform his expected
duties, or the wilful misconduct or action on the
Participant's part that is potentially, materially damaging or
detrimental to the Banks. The determination of whether a
Participant has incurred a "Discharge for Cause" shall be made
by the Committee, on a non-discriminatory basis, whose
decision shall be binding and conclusive.
(h) "Incentive Stock Option Award" means the granting of an option
that meets the requirements of Code Section 421 to purchase
shares of Stock, but is subject to the forfeiture and other
conditions and restrictions set forth in this Plan or the
Incentive Stock Option Award Agreement.
-2-
<PAGE> 3
(i) "Incentive Stock Option Award Agreement" means the written
agreement in such form as is approved by the Committee, which
shall be duly executed by the Company, the Bank which employs
the Participant and the Participant and which shall set forth
the terms and conditions of the Incentive Stock Option Award
as provided under the Plan. Such Agreement may contain any
provisions determined at the sole discretion of the Committee,
which are not inconsistent with the provisions of this Plan.
(j) "Participant" means any officer or director of the Company or
Banks who receive an award of an option hereunder as
determined by the Committee.
(k) "Stock" means the Company's $10 par value common stock.
(l) "Subsidiaries" means any wholly owned subsidiary of the
Company or a Bank. Any such Subsidiary may adopt this Plan for
the benefit of its employees.
3. Stock Subject to the Plan. The maximum number of shares of Stock with
respect to which Incentive Stock Option Awards may be granted under
this Plan shall not exceed thirty thousand (30,000) shares of Stock, to
be awarded to the Participants as provided herein. The shares of Stock
may be authorized but unissued shares.
The value of the shares of Stock which may be exercised for the first
time by a Participant in any one year under this Plan may not exceed
$100,000, based on the fair market value of the Stock at the Date of
Grant.
4. Administration of the Plan. The Board of Directors of the Company shall
appoint the members of the Committee. The Committee shall consist of no
less than two (2) persons, neither of whom shall be Participants in the
Plan. With respect to the Plan and all Incentive Stock Option Awards
granted thereunder, the Committee shall have full authority, subject to
the provisions of the Plan and the Incentive Stock Option
-3-
<PAGE> 4
Award Agreement, to interpret the Plan and the Incentive Stock Option
Award Agreements and to prescribe, amend, and rescind rules and
regulations relating to the Plan and the Incentive Stock Option award
Agreements. The Committee shall have full authority, subject to the
provisions of the Plan and the Incentive Stock Option Award Agreements,
to determine who shall be a participant and receive options under the
Plan; to determine the terms (including restrictions and conditions) of
any such Incentive Stock Option Awards Agreement; to amend or cancel
Incentive Stock Option awards (subject to the terms of this Plan and
the Incentive Stock Option Award Agreements); to accelerate the date of
lapse of restrictions with respect to all or any part of the shares of
Stock subject to an Incentive Stock Option Award Agreement; and to
require the cancellation or surrender of any previously granted
Incentive Stock Option Awards on which the restrictions have not yet
lapsed under this Plan, such Incentive Stock Option Award Agreement, or
any other plans of the Bank as condition to the granting of an
Incentive Stock Option Award. The Board may, from time to time, appoint
members of the Committee in substitution for or in addition to members
previously appointed and may fill vacancies, however caused, in the
Committee. The Board shall select one of the members of the Committee
to act as its Chairman. The Committee shall hold its meetings at such
times and places as it shall deem advisable. A majority of its members
shall constitute a quorum. Any action of the Committee may be taken
without the need for a meeting by a written instrument signed by all of
the members of the Committee, and any action so taken shall be fully
effective as if it had been taken by a vote of a majority of the
members at a meeting duly called and held. The Committee shall make
such rules and regulations for the conduct of its business as it shall
deem advisable and shall appoint a secretary who shall keep minutes of
its meetings and records of all actions taken in writing without a
meeting. No member of the Committee shall be liable, in the absence of
good faith, for any act or omission with respect to his service on the
Committee.
-4-
<PAGE> 5
5. Incentive Stock Option Awards. Incentive Stock Option Awards shall be
granted under the Plan by the Committee in accordance with the
provisions of this Plan. Incentive Stock Option Awards granted under
this Plan shall be evidenced by an Incentive Stock Option Award
Agreement in such form as the Committee may, from time to time,
determine and shall be subject to the terms, conditions and
restrictions set forth in this Plan and the Incentive Stock Option
Award Agreement. Incentive Stock Option Awards shall be granted in
accordance with the following terms and conditions:
(a) Participants to whom Incentive Stock Option Awards may be
Granted. Incentive Stock Option Awards will be granted to such
Participants determined as provided in Section 2(j) of this
Plan, provided that such Participants have an "employment
relationship", within the meaning prescribed under Treasury
Regulation Section 1.421-7(h), with a Bank or the Company at
the time the Incentive Stock Option Award is granted.
(b) Price. The purchase price per share of Stock deliverable upon
the exercise of an Incentive Stock Option Award shall be not
less than one hundred percent (100%) of the "fair market
value" of the Stock on the Date of Grant. Notwithstanding the
above, if the Participant possesses ten percent (10%) or more
of the Stock of the Company (hereinafter referred to as a "10%
Shareholder"), the purchase price of the Stock for such
Participant shall not be less than one hundred ten percent
(110%) of the "fair market value" of the Stock on the Date of
Grant. Shares of Stock may be purchased upon full payment of
the purchase price provided for in the Incentive Stock Option
Award Agreement relating to the Stock. With the consent of the
Committee, payment of the purchase price may be made, in whole
or in part, through the surrender of shares of Stock of the
Company at the "fair market value" of such shares determined
in the manner described in Subparagraph (d), hereof;
-5-
<PAGE> 6
provided, however, that the shares have not been acquired
through the prior grant of any Incentive Stock Option Awards.
(c) Exercise of Options. The Participant may exercise any part of
the Incentive Stock Option Award, as limited by Subparagraph
(e) of this section, by giving the Bank written notice of the
intent to exercise and by delivering the full payment price of
the Incentive Stock Option Award for the Stock purchased to
the Bank. The written notice of the intent to exercise shall
specify the number of shares of Stock to which the option is
to be exercised and the purchase price of the Stock. As soon
as practicable after the Date of Exercise, the Bank shall
deliver to the Participant a certificate, or certificates, for
the Stock being purchased.
(d) Determining Fair Market Value of Stock. For purposes of this
Plan, the term "fair market value" shall mean:
(i) if the Stock is listed or admitted to trade on a
national securities exchange, the closing price of
the Stock on the composite tape of the principal
national securities exchange on which the Stock is so
listed or admitted to trade.
(ii) if the Stock is not listed or admitted to trade on a
national securities exchange, the mean between the
last reported bid and asked price for the Stock as
furnished by the National Association of Securities
Dealers, Inc. through NASDAQ or a similar
organization if NASDAQ is not reporting such
information with respect to the Stock; or
(iii) if the Stock is not listed or admitted to trade on a
national securities exchange and if bid and asked
prices for the Stock are not so furnished through
NASDAQ or a similar organization, the fair market
value of
-6-
<PAGE> 7
the Stock shall be determined by the Committee,
acting in good faith. The Committee may rely on the
advice of qualified appraisers or investment advisers
in helping to establish the fair market value of the
Stock.
(e) Terms of Incentive Stock Option Award. In no event shall the
Incentive Stock Option Award be exercisable more than ten (10)
years from the Date of Grant. Stock options shall become
exercisable in five (5) installments after the approval of the
Plan by the Company shareholders. The options awarded in Award
Agreements hereunder shall vest and the Participant shall have
the right to purchase the following number of option shares of
Stock upon exercise of the option, on and after the following
dates, in cumulative fashion in accordance with the following
vesting schedule:
(i) on and after the first anniversary of the Date of
Grant, twenty (20%) (ignoring fractional shares) of
the total number of option shares;
(ii) On and after the second anniversary of the Date of
Grant, forty percent (40%) (ignoring fractional
shares) of the total number of option shares less the
number of shares previously purchased through options
exercised under this Plan;
(iii) On and after the third anniversary of the Date of
Grant, sixty (60%) (ignoring fractional shares) of
the total number of option shares less the number of
shares previously purchased through options exercised
under this Plan;
(iv) On and after the fourth anniversary of the Date of
Grant, eighty percent (80%) (ignoring fractional
shares) of the total number of option shares
-7-
<PAGE> 8
less the number of shares previously purchased
through options exercised under this Plan;
(v) On and after the fifth anniversary of the Date of
Grant, one hundred percent (100%) (ignoring
fractional shares) of the total number of option
shares less the number of shares previously purchased
through options exercised under this Plan;
(f) Termination of Employment. If the Committee determines that a
Participant has been Discharged for Cause, all rights under
the Participant's Incentive Stock Option Award Agreement shall
expire immediately and the Participant's Incentive Stock
Option Award shall become null and void and shall no longer be
exercisable by the Participant. Unless otherwise provided in a
Participant's Incentive Stock Option Award Agreement, upon a
Participant's termination of employment with the Bank for any
reason other than a Discharge for Cause, his Incentive Stock
Option Awards shall be exercisable (to the extent that the
Participant has become vested in his Incentive Stock Option
Awards prior to the date of the Participant's termination) for
a period of three (3) months following the Participant's
termination of employment. If the Participant's termination of
employment with the Bank results from the Participant's death
or disability, the Participant's Incentive Stock Option Awards
that have become exercisable as of the date of the
Participant's death or disability shall remain exercisable for
one (1) year following the date of the Participant's
termination of employment with the Bank. For purposes of the
above, a Participant shall be deemed to be disabled when the
Committee determines, in its sole discretion, that the
Participant is unable to engage in any substantial activity by
reason of any medically determinable physical or mental
impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period
of not less than twelve (12) months.
-8-
<PAGE> 9
Under no circumstances may an Incentive Stock Option Award be
exercised after the expiration of the Incentive Stock Option
Award's term.
6. Rights of a Shareholder; Nontransferability. A Participant shall have
no rights as a shareholder of the Company with respect to any shares of
Stock granted as an Incentive Stock Option Award or covered under an
Incentive Stock Option Award Agreement until the date of issuance of a
Stock certificate for such shares. Nothing in this Plan, or in any
Incentive Stock Option Award Agreement issued or granted, confers on
any person any right to continue in the employ of the Company, the Bank
or the Subsidiaries, or to continue to perform services for the
Company, the Bank or Subsidiaries, or interferes in any way with the
right of the Company, the Bank and Subsidiaries to terminate the
services of a Participant as an officer or employee at any time.
No grant under the Plan or an Incentive Stock Option Award Agreement
shall be transferable by a Participant other than by laws of descent
and distribution and may only be exercised during his lifetime by the
Participant.
7. Dilution and Other Adjustments. In the event of any merger,
consolidation, stock dividend, stock split, split-up, combination or
exchange of shares or recapitalization or change in capitalization, the
total number of shares set forth in Section 3 shall be proportionately
and appropriately adjusted. In any such case, the number and kind of
shares that are subject to any outstanding option hereunder (including
any option outstanding after termination of employment) and the option
price per share shall be proportionately and appropriately adjusted
without any change in the aggregate option price to be paid therefor
upon the exercise of the option.
8. Change in Control. If after the effective date hereof either (a), (b),
or (c) below is to occur, any Participant holding an option hereunder
shall immediately prior to such event, immediately vest and have the
right to exercise the option for all shares
-9-
<PAGE> 10
optioned thereunder and not previously purchased, irrespective of the
vesting schedule set forth in Section 5(e) herein and any provision
under the Award Agreement which would otherwise prohibit such exercise
at such time:
(a) the acquisition ("Acquisition"), directly or indirectly, by
any "person" [as such term is defined for purposes of Sections
13(d) and 14(d) of the Securities and Exchange Act of 1934
"Exchange Act")], other than by the Company or any person so
defined who on the effective date hereof is a director of the
Banks or the Company or whose shares of stock therein are
treated as "beneficially owned" (as such term is defined for
purposes of Rule 13d-3 of the Exchange Act) by any such
director ("Acquiror"), of the beneficial ownership (as such
term is defined for purposes of Section 13(d)(1) of the
Exchange Act) of shares of the Company which, when added to
any other shares the beneficial ownership of which is held by
the Acquiror, shall have twenty percent (20%) or more of the
combined voting power of the Company's then outstanding
securities; or
(b) the occurrence of any merger, consolidation or reorganization
to which the Company or the Banks are a party and pursuant to
which the Company or the Banks (or an entity controlled
thereby) are not a surviving entity, or the sale of all or
substantially all of the assets of the Corporation or the
Banks; or
(c) the occurrence of a change in control of the Company or the
Banks of the nature that would be required to be reported in
response to Item 5(j) of Schedule 14A of Regulation 14A under
the Exchange Act, or in response to the regulations of the
Federal Reserve Board or the FDIC or any other federal
regulatory agency having authority over the business
operations of the Corporation or the Banks.
-10-
<PAGE> 11
Notwithstanding the foregoing provisions of this Section, in the event
of a change in control as defined above, the Committee may in its sole
discretion declare that the Options granted under the Plan, with 100%
vesting as provided above, are canceled and provide a cash-out payment
equal to the value (fair market value of the stock less the exercise
price of the option times the number of shares subject to options not
previously exercised) of all Incentive Stock Options granted to each
Participant.
9. Withholding. The Bank shall have the right to deduct from any amount
otherwise payable to a Participant the amount of any taxes which the
Bank is or will be required to withhold, as and when required by law,
with respect to any Incentive Stock Option Award granted hereto. In the
event the total amount otherwise payable by the Bank to such
Participant is insufficient to provide the Bank with the taxes which it
is required to withhold, then the Bank shall have the right to require
the Participant to pay the Bank the amount of such excess amounts
before any certificates of Stock will be delivered to the Participant.
In the alternative, the Bank shall have the right to require the
Participant to remit to the Bank an amount sufficient to satisfy any
federal, state and/or local withholding tax requirements prior to the
delivery of any certificate or certificates for such stock.
10. Amendment of the Plan. The Plan may be amended by the Board at any time
and from time to time. Notwithstanding the above, no such amendment or
cancellation of the Plan or any Incentive Stock Option Award Agreement
granted under the Plan shall impair any of the rights or economic
benefits previously accrued by any Participant, without his consent,
under any Incentive Stock Option Award Agreement theretofore granted
under the Plan.
11. Termination of the Plan. The right to grant Incentive Stock Option
Awards under the Plan will terminate on the date that is the later of
ten (10) years from the date this Plan is executed or the date that all
Stock Option Awards have been exercised.
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<PAGE> 12
Notwithstanding the above, the Bank and Subsidiaries have the right to
suspend or terminate the Plans at any time prior to the above date,
provided that no such action will, without the consent of a
Participant, adversely affect such Participant's rights under a
previously granted Incentive Stock Option Award Agreement.
12. Securities Laws Compliance. The Company's, the Bank's and/or
Committee's obligation to sell and/or deliver Stock under any Incentive
Stock Option Award Agreement granted under the Plan is subject to such
compliance with federal, state, administrative or quasi-administrative
requirements, laws, rules and regulations applying to the
authorization, issuance or sale of securities as the Company and the
Bank or Committee deem necessary or advisable. The Committee may, if it
shall deem it necessary or desirable, require a Participant to submit
appropriate representations in writing to the Bank, or a written
investment letter prior to the delivery of any shares of Stock pursuant
to the exercise of an Incentive Stock Option Award.
13. Loans or Bonuses to Participants. If approved by the Committee and in
accordance with applicable law, the Bank may lend money or grant a
bonus to a Participant to either assist the Participant in financing
the exercise or making the required tax deposits related to an
Incentive Stock Option Award granted under the Plan.
14. Applicable Law. Except as otherwise preempted by federal law in
accordance with the Employee Retirement Income Security Act of 1974, as
amended, the Plan will be administered in accordance with the laws of
the State of Tennessee.
15. Reporting Obligations. On or before January 31 of the year following
the exercise of the Incentive Stock Option Award, the Bank or
Subsidiary must provide the Participant with a statement regarding the
value of the Stock at the Date of Exercise, the Date of Grant and other
pertinent information.
-12-
<PAGE> 13
16. Other Provisions. As used in this Plan, the Incentive Stock Option
Award Agreements and any other documents prepared in implementation of
the Plan, references in the singular or plural shall refer to the
plural or singular as the identity of the person or persons or entity
or entities being referred to may require. The captions used in the
Plan, the Incentive Stock Option Award Agreements, and such other
documents are for convenience only and shall not affect the meaning of
any provisions hereof or thereof.
17. Restated Plan. This Plan restates, amends, and ratifies to the extent
it is not revised herein, the Incentive Stock Option Plan of Greene
County Bancshares, Inc. and Subsidiaries adopted in 1995.
(CORPORATE SEAL)
<TABLE>
<CAPTION>
Attest: GREENE COUNTY BANCSHARES,
INC.
<S> <C>
By: /s/ Davis Stroud
-----------------------------------
Printed Name: Davis Stroud By: /s/ Stan Puckett
--------------------------- ----------------------------------
Secretary: Davis Stroud Printed Name: Stan Puckett
------------------------------ ------------------------
Title: President & CEO
-------------------------------
Attest: GREENE COUNTY BANK
By: /s/ Davis Stroud By: /s/ Stan Puckett
----------------------------------- -----------------------------------
Printed Name: Davis Stroud Printed Name: Stan Puckett
--------------------------- ------------------------
Secretary: Davis Stroud Title: President & CEO
------------------------------ ----------------------------
Attest: AMERICAN FIDELITY BANK
By: /s/ James I. Stalsworth By: /s/ Bradford M. Sayles
-----------------------------------
Printed Name: James I. Stalsworth Printed Name: Bradford M. Sayles
---------------------------- ------------------------
Secretary: & Executive V.P. Title: President and CEO
------------------------------ ----------------------------
PREMIER BANK OF EAST
Attest: TENNESSEE
</TABLE>
-13-
<PAGE> 14
<TABLE>
<S> <C>
By: /s/ Bob Dixon By: /s/ William C. Adams, Jr.
-------------------------------- ---------------------------------
Printed Name: Bob Dixon Printed Name: William C. Adams, Jr.
---------------------- -----------------------
Secretary: Secretary & Senior V.P. Title: President & CEO
------------------------- ---------------------------
</TABLE>
-14-
<PAGE> 1
EXHIBIT 4.2
INCENTIVE STOCK OPTION PLAN OF
GREENE COUNTY BANCSHARES, INC.
AND SUBSIDIARIES
1. Purpose of the Plan. This Incentive Stock Option Plan of Greene County
Bancshares, Inc. and Subsidiaries (the "Plan"), adopted on this
December 13, 1994 day of 1994 is hereby intended to encourage certain
officers and directors of Greene County Bancshares, Inc., and
Subsidiaries (the "Bank and Subsidiaries") to put forth maximum effort
for the continued success and growth of the Bank and Subsidiaries, to
aid in retaining individuals who put forth such efforts, and to assist
in attracting the best available individuals to the Bank and
Subsidiaries to serve as officers and directors in the future. This
Plan shall become effective on the date that it is approved by the
majority of the shareholders of the Stock present by person or by proxy
and entitled to vote at the annual meeting or a special meeting of the
Bank and Subsidiaries.
2. Definitions. When used herein, the following terms shall have the
meaning set forth below:
(a) "Board" means the Board of Directors of the Bank and
Subsidiaries.
(b) "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and the regulations thereunder.
(c) "Committee" means the committee designated by the Board to
administer the Plan in accordance with the responsibilities
and powers described in Paragraph 4 of the Plan.
(d) "Date of Grant" means the December 31, 1994 date on which an
Incentive Stock Option Award is granted under a written
Incentive Stock Option Award Agreement executed by the Bank
and Subsidiaries and each Participant pursuant to this Plan.
<PAGE> 2
(e) "Date of Exercise" means the date upon which the Participant
accepts the Bank or Subsidiaries' offer to purchase the Stock
and provides to the Bank written notice of the Participant's
intent to exercise the Incentive Stock Option Award and
provides full payment for the option price of the option
Shares purchased.
(f) "Discharge for Cause" means the voluntary or involuntary
termination or resignation of a Participant because of his
conviction of a crime involving moral turpitude, a gross
failure on the part of the Participant to perform his expected
duties, or the wilful misconduct or action on the
Participant's part that is potentially, materially damaging or
detrimental to the Bank and Subsidiaries. The determination of
whether a Participant has incurred a "Discharge for Cause"
shall be made by the Committee, on a non-discriminatory
basis, whose decision shall be binding and conclusive.
(g) "Incentive Stock Option Award" means the granting of an option
that meets the requirements of Code Section 421 to purchase
shares of Stock, but is subject to the forfeiture and other
conditions and restrictions set forth in this Plan or the
Incentive Stock Option Award Agreement.
(h) "Incentive Stock Option Award Agreement" means the written
agreement in such form as is approved by the Committee, which
shall be duly executed by the Bank and Subsidiaries and the
Participant and which shall set forth the terms and conditions
of the Incentive Stock Option Award as provided under the
Plan.
(i) "Participant" means the following officers or directors of the
Bank and Subsidiaries who receive an Incentive Stock Option
Award and participate in this Plan:
(i) J. Robert Grubbs;
(ii) Davis Stroud;
(iii) Alex Johnson;
(iv) Hugh Wells;
(v) James I. Stalsworth;
-2-
<PAGE> 3
(vi) Allen Jones;
(vii) Bradford M. Sayles;
(viii) Steve Ottinger;
(ix) John McGuffin;
(x) Randy Humphreys;
(xi) Charles Fisher.
(j) "Stock means the Bank and Subsidiaries's common stock.
3. Stock Subject to the Plan. The maximum number of shares of Stock with
respect to which Incentive Stock Option Awards may be granted under
this Plan shall not exceed one thousand (1,000) shares, to be divided
among the Participants by the amount that each Participant's
compensation bears to the total compensation of all Participants,
subject to adjustment in accordance with Paragraph 7. The shares of
Stock may be authorized but unissued Stock.
The value of the shares of Stock which may be exercised for the first
time by a Participant in any one year under this Plan may not exceed
$100,000, based on the fair market value of the Stock at the Date of
Grant.
4. Administration of the Plan. The Board shall appoint the members of the
Committee. The Committee shall consist of no less than two (2) persons,
neither of whom shall be Participants in the Plan. With respect to the
Plan and all Incentive Stock Option Awards granted thereunder, the
Committee shall have full authority, subject to the provisions of the
Plan and the Incentive Stock Option Award Agreement, to interpret the
Plan and the Incentive Stock Option Award Agreements and to prescribe,
amend, and rescind rules and regulations relating to the Plan and the
Incentive Stock Option Award Agreements. The Committee shall have full
authority, subject to the provisions of the Plan and the Incentive
Stock Option Award Agreements, to determine the terms (including
restrictions and conditions) of any such Incentive Stock Option Awards
Agreement; to amend or cancel Incentive Stock Option Awards
-3-
<PAGE> 4
(subject to the terms of this Plan and the Incentive Stock Option Award
Agreements); to accelerate the date of lapse of restrictions with
respect to all or any part of the shares of Stock subject to an
Incentive Stock Option Award Agreement; and to require the cancellation
or surrender of any previously granted Incentive Stock Option Awards on
which the restrictions have not yet lapsed under this Plan, such
Incentive Stock Option Award Agreement, or any other plans of the Bank
and Subsidiaries as condition to the granting of an Incentive Stock
Option Award. The Board may, from time to time, appoint members of the
Committee in substitution for or in addition to members previously
appointed and may fill vacancies, however caused, in the Committee. The
Board shall select one of the members of the Committee to act as its
Chairman. The Committee shall hold its meetings at such times and
places as it shall deem advisable. A majority of its members shall
constitute a quorum. Any action of the Committee may be taken without
the need for a meeting by a written instrument signed by all of the
members of the Committee, and any action so taken shall be fully
effective as if it had been taken by a vote of a majority of the
members at a meeting duly called and held. The Committee shall make
such rules and regulations for the conduct of its business as it shall
deem advisable and shall appoint a secretary who shall keep minutes of
its meetings and records of all actions taken in writing without a
meeting. No member of the Committee shall be liable, in the absence of
good faith, for any act or omission with respect to his service on the
Committee.
5. Incentive Stock Option Awards. Incentive Stock Option Awards shall be
granted under the Plan by the Committee in accordance with the
provisions of this Plan. Incentive Stock Option Awards granted under
this Plan shall be evidenced by an Incentive Stock Option Award
Agreement in such form as the Committee may, from time to time,
determine and shall be subject to the terms, conditions and
restrictions set forth in this Plan and the Incentive Stock Option
Award Agreement. Incentive Stock Option Awards shall be granted in
accordance with the following terms and conditions:
-4-
<PAGE> 5
(a) Participants to whom Incentive Stock Option Awards may be
Granted. Incentive Stock Option Awards will be granted to such
of the Participants listed in Section 2(h) of the Plan,
provided that such Participants have an "employment
relationship", within the meaning prescribed under Treasury
Regulation Section 1.421-7(h), with the Bank or Subsidiaries
at the time the Incentive Stock Option Award is granted.
(b) Price. The purchase price per share of Stock deliverable upon
the exercise of an Incentive Stock Option Award shall be one
hundred percent (100%) of the "fair market value" of the Stock
on the Date of Grant. Notwithstanding the above, if the
Participant possesses stock of the Bank and Subsidiaries which
represents more than ten percent (10%) of the combined voting
power of all classes of stock of the Bank and Subsidiaries
(hereinafter referred to as a "10% Shareholder"), the purchase
price of the Stock for such Participant shall not be less than
one hundred ten percent (110%) of the "fair market value" of
the Stock on the Date of Grant. Shares of Stock may be
purchased upon full payment of the purchase price provided for
in the Incentive Stock Option Award Agreement relating to the
Stock. With the consent of the Committee, payment of the
purchase price may be made, in whole or in part, through the
surrender of shares of Stock of the Bank and Subsidiaries at
the "fair market value" of such shares determined in the
manner described in Subparagraph (d), hereof; provided,
however, that the shares have not been acquired through the
prior grant of any Incentive Stock Option Awards.
(c) Exercise of Options. The Participant may exercise any part of
the Incentive Stock Option Award, as limited by Subparagraph
(e) of this section, by giving the Bank or Subsidiary written
notice of the intent to exercise and by delivering the full
payment price of the Incentive Stock Option Award for the
Stock purchased to the Bank or Subsidiary. The written notice
of the intent to exercise shall specify the number of shares
of Stock to which the option is to
-5-
<PAGE> 6
be exercised and the purchase price of the Stock. As soon as
practicable after the Date of Exercise, the Bank or
Subsidiaries shall deliver to the Participant a certificate,
or certificates, for the Stock options being purchased.
(d) Determining Fair Market Value of Stock. For purposes of this
Plan, the term "fair market value" shall mean:
(i) if the Stock is listed or admitted to trade on a
national securities exchange, the closing price of
the Stock on the composite tape of the principal
national securities exchange on which the Stock is so
listed or admitted to trade.
(ii) if the Stock is not listed or admitted to trade on a
national securities exchange, the mean between the
last reported bid and asked price for the Stock as
furnished by the National Association of Securities
Dealers, Inc. through NASDAQ or a similar
organization if NASDAQ is not reporting such
information with respect to the Stock; or
(iii) if the Stock is not listed or admitted to trade on a
national securities exchange and if bid and asked
prices for the Stock are not so furnished through
NASDAQ or a similar organization, the fair market
value of the Stock shall be determined by the
Committee, acting in good faith. The Committee may
rely on the advice of qualified appraisers or
investment advisers in helping to establish the
fair market value of the Stock.
(e) Terms of Incentive Stock Option Awards. In no event shall the
Incentive Stock Option Award be exercisable more than ten (10)
years from the Date of Grant. Stock options shall become
exercisable in five (5) installments. The Participant shall
have the right to purchase from the Bank and Subsidiaries the
-6-
<PAGE> 7
following number of option shares upon exercise of the option,
on and after the following dates, in cumulative fashion:
(i) on and after the first anniversary of the Date of
Grant, up to twenty percent (20%) (ignoring
fractional shares) of the total number of option
shares;
(ii) on and after the second anniversary of the Date of
Grant, up to forty percent (40%) (ignoring fractional
shares) of the total number of option shares less the
number of shares previously purchased through options
exercised under this Plan;
(iii) on and after the third anniversary of the Date of
Grant, up to sixty percent (60%) (ignoring fractional
shares) of the total number of option shares less the
number of shares previously purchased through options
exercised under this Plan;
(iv) on and after the fourth anniversary of the Date of
Grant, up to eighty percent (80%) (ignoring
fractional shares) of the total number of option
shares less the number of shares previously purchased
through options exercised under this Plan.
(v) on and after the fifth anniversary of the Date of
Grant, up to one hundred percent (100%) (ignoring
fractional shares) of the total number of option
shares less the number of shares previously purchased
through options exercised under this Plan.
(f) Termination of Employment. If the Committee determines that a
Participant has been Discharged for Cause, all rights under
the Participant's Incentive Stock Option Award Agreement shall
expire immediately and the Participant's
-7-
<PAGE> 8
Incentive Stock Option Award shall become null and void and
shall no longer be exercisable by the Participant. Unless
otherwise provided in a Participant's Incentive Stock Option
Award Agreement, upon a Participant's termination of
employment with the Bank and Subsidiaries for any reason other
than a Discharge for Cause, his Incentive Stock Option Awards
shall be exercisable (to the extent that the Participant has
become vested in his Incentive Stock Option Awards prior to
the date of the Participant's termination) for a period of
three (3) months following the Participant's termination of
employment. If the Participant's termination of employment
with the Bank and Subsidiaries results from the Participant's
death or disability, the Participant's Incentive Stock Option
Awards that have become exercisable as of the date of the
Participant's death or disability shall remain exercisable for
one (1) year following the date of the Participant's
termination of employment with the Bank and Subsidiaries. For
purposes of the above, a Participant shall be deemed to be
disabled when the Committee determines, in its sole
discretion, that the Participant is unable to engage in any
substantial activity by reason of any medically determinable
physical or mental impairment which can be expected to result
in death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months.
Under no circumstances may an Incentive Stock Option Award be
exercised after the expiration of the Incentive Stock Option
Award's term.
6. Rights of a Shareholder; Nontransferability. A Participant shall have
no rights as a shareholder of the Company with respect to any shares of
Stock granted as an Incentive Stock Option Award or covered under an
Incentive Stock Option Award Agreement until the date of issuance of a
Stock certificate for such shares. Nothing in this Plan, or in any
Incentive Stock Option Award Agreement issued or granted, confers on
any person any right to continue in the employ of the Bank and
Subsidiaries, or to continue to perform services for the Bank and
Subsidiaries, or
-8-
<PAGE> 9
interferes in any way with the right of the Bank and Subsidiaries to
terminate the services of a Participant as an officer or employee at
any time.
No grant under the Plan or an Incentive Stock Option Award Agreement
shall be transferable by a Participant other than by laws of descent
and distribution and may only be exercised during his lifetime by the
Participant.
7. Dilution and Other Adjustments. In the event of any change in the
outstanding shares of Stock by reason of any stock dividend or split,
recapitalization, merger, consolidation, spinoff, reorganization,
combination or exchange of shares, or other similar corporate change,
the Committee shall make such adjustment to previously granted
Incentive Stock Option Awards, if any, as it, in its sole discretion,
deems equitable in the:
(a) aggregate number of kind of shares of stock that may be
awarded under the Plan;
(b) aggregate number of kind of shares of stock covered by grants
already made under the Plan as of such date; and
(c) purchase price of outstanding Incentive Stock Option Awards.
Any such adjustment may provide for the elimination of any fractional
shares of Stock which might otherwise become subject to an Incentive
Stock Option Award.
8. Change in Control. If the Bank and Subsidiaries shall be party to any
reorganization in which it does not survive, involving merger,
consolidation, or acquisition of the stock or substantially all the
assets of the Bank and Subsidiaries including a "change in control" of
the Bank and Subsidiaries within the meaning of Section 280G of the
Code, the Board, in its discretion, may:
-9-
<PAGE> 10
(a) declare that all Options granted under the Plan shall become
exercisable immediately notwithstanding the provisions of the
respective Stock Option Award Agreements regarding
exercisability, and that all such Options shall terminate
thirty (30) days after the Board gives written notice of the
immediate right to exercise all such Options and of the
decision to terminate all Options not exercised within such
thirty (30) day period;
(b) declare that all options granted under the Plan shall become
100% vested immediately before the date of the change in
control;
(c) declare that all options are canceled and provide a cash out
equal to the value (fair market value less exercise price
times number of shares not previously exercised under the
option) of all (or only all vested) Incentive Stock Option
Awards granted to each Participant; or
(d) notify all Participants that all Options granted under the
Plan shall be assumed by the successor corporation or
substituted with options issued by such successor corporation.
9. Withholding. The Bank and Subsidiaries shall have the right to deduct
from any amount otherwise payable to a Participant the amount of any
taxes which the Bank and Subsidiaries is or will be required to
withhold, as and when required by law, with respect to any Incentive
Stock Option Award granted hereto. In the event the total amount
otherwise payable by the Bank and Subsidiaries to such Participant is
insufficient to provide the Bank and Subsidiaries with the taxes which
it is required to withhold, then Bank and Subsidiaries shall have the
right to require the Participant to pay the Bank and Subsidiaries the
amount of such excess amounts before any certificates of Stock will be
delivered to the Participant.
-10-
<PAGE> 11
In the alternative, the Bank and Subsidiaries shall have the right to
require the Participant to remit to the Bank and Subsidiaries an amount
sufficient to satisfy any federal, state and/or local withholding tax
requirements prior to the delivery of any certificate or certificates
for such stock.
10. Amendment of the Plan. The Plan may be amended by the Board at any time
and from time to time. Notwithstanding the above, no such amendment or
cancellation of the Plan or any Incentive Stock Option Award Agreement
granted under the Plan shall impair any of the rights or economic
benefits previously accrued by any Participant, without his consent,
under any Incentive Stock Option Award Agreement theretofore granted
under the Plan.
11. Termination of the Plan. The right to grant Incentive Stock Option
Awards under the Plan will terminate on the date that is the later of
ten (10) years from the date this Plan is executed or the date that all
Stock Option Awards have been exercised. Notwithstanding the above, the
Bank and Subsidiaries have the right to suspend or terminate the Plans
at any time prior to the above date, provided that no such action will,
without the consent of a Participant, adversely affect such
Participant's rights under a previously granted Incentive Stock Option
Award Agreement.
12. Securities Laws Compliance. The Bank's and Subsidiaries's and/or
Committee's obligation to sell and/or deliver Stock under any Incentive
Stock Option Award Agreement granted under the Plan is subject to such
compliance with federal, state, administrative or quasi-administrative
requirements, laws, rules and regulations applying to the
authorization, issuance or sale of securities as the Bank and
Subsidiaries or Committee deem necessary or advisable. The Committee
may, if it shall deem it necessary or desirable, require a Participant
to submit appropriate representations in writing to the Bank and
Subsidiaries, or a written investment letter prior to the delivery of
any shares of Stock pursuant to the exercise of an Incentive Stock
Option Award.
-11-
<PAGE> 12
13. Loans or Bonuses to Participants. If approved by the Committee, the
Bank and Subsidiaries may lend money, guarantee a loan by a third
party, or grant a bonus to a Participant to either assist the
Participant in financing the exercise or making the required tax
deposits related to an Incentive Stock Option Award granted under the
Plan.
14. Applicable Law. Except as otherwise preempted by federal law in
accordance with the Employee Retirement Income Security Act of 1974, as
amended, the Plan will be administered in accordance with the laws of
the State of Tennessee.
15. Reporting Obligations. On or before January 31 of the year following
the exercise of the Incentive Stock Option Award, the Bank or
Subsidiary must provide the Participant with a statement regarding the
value of the Stock at the Date of Exercise, the Date of Grant and other
pertinent information.
16. Other Provisions. As used in this Plan, the Incentive Stock Option
Award Agreements and any other documents prepared in implementation of
the Plan, references in the singular or plural shall refer to the
plural or singular as the identity of the person or persons or entity
or entities being referred to may require. The captions used in the
Plan, the Incentive Stock Option Award Agreements, and such other
documents are for convenience only and shall not affect the meaning of
any provisions hereof or thereof.
(CORPORATE SEAL) GREENE COUNTY BANCSHARES, INC.
Attest: By: /s/ R. Stan Puckett
------------------------------
/s/ Title: President & CEO
- ------------------------------- ------------------------------
(Secretary)
-12-
<PAGE> 13
EXHIBIT 4.2
Continued
FIRST AMENDMENT TO
INCENTIVE STOCK OPTION PLAN OF
GREENE COUNTY BANCSHARES, INC. AND
SUBSIDIARIES OF 1994
This First Amendment to First Amendment to Incentive Stock Option Plan
of Greene County Bancshares, Inc. and Subsidiaries of 1994 (the "Option Plan")
adopted for the benefit of certain employees of Greene County Bank and American
Fidelity Bank (the "Banks") is executed on the 23rd day of April, 1996.
WHEREAS, the Option Plan was adopted in 1994 and options were granted
under such Option Plans to certain employees; and
WHEREAS, the Boards of Greene County Bancshares, Inc. and the Banks
wish to amend such Option Plan as follows:
1. The definition of "Incentive Stock Option Award" in Section 2(g) is
amended to provide as follows:
"Incentive Stock Option Award" means the granting of an option
that is subject to the forfeiture and other conditions and
restrictions set forth in this Plan on the Incentive Stock
Option Award Agreement."
2. Section 5(e) of the Plan is amended to provide as follows:
"(e) Terms of Incentive Stock Option Awards. In no event
shall the Incentive Stock Option Award be exercisable more
than ten (10) years from the Date of Grant. Stock options
shall be exercisable immediately from their Date of Grant."
3. The following Section 17 is added to the Option Plan:
"17(a) Notwithstanding any provision to the contrary herein,
in the event this Plan is not submitted to the shareholders of
Greene County Bancshares, Inc. for approval as required in
Section 1 of this Option Plan and Section 422 of the Internal
Revenue Code, this Plan shall be a nonqualified stock option
plan and shall be effective as if its date of adoption.
"(b) In such event this Plan shall be known as the
Nonqualified Stock Option Plan Greene County Bancshares,
Inc.
<PAGE> 14
and Subsidiaries for 1994 and the Agreements with the
participants for option issued under the Plan shall be
referred to as the "Nonqualified Stock Option Award Agreement
of 1994." The effective date of the Agreement shall be
December 31, 1994, the date such options were granted to the
employees (the "Date of Grant"). Wherever in the Plan the term
'Incentive Option' appears, it shall be replaced by the term
'Nonqualified Option.'"
4. The remaining provisions of the Option Plan shall continue in full
force and effect.
GREENE COUNTY BANCSHARES, INC.
By: /s/
----------------------------
Printed Name: Stan Puckett
------------------
Title: President & CEO
----------------------
GREENE COUNTY BANK
By: /s/
----------------------------
Printed Name: Stan Puckett
------------------
Title: President & CEO
----------------------
AMERICAN FIDELITY BANK
By: /s/
----------------------------
Printed Name: Bradford M. Sayles
------------------
Title: President & CEO
----------------------
-2-
<PAGE> 1
EXHIBIT 4.3
INCENTIVE STOCK OPTION PLAN OF
GREENE COUNTY BANCSHARES, INC.
AND SUBSIDIARIES
1. Purpose of the Plan. This Incentive Stock Option Plan of Greene County
Bancshares, Inc. and Subsidiaries (the "Plan"), adopted on this 9th day of
September, 1993, is hereby intended to encourage certain officers and directors
of Greene County Bancshares, Inc., and Subsidiaries (the "Bank and
Subsidiaries") to put forth maximum effort for the continued success and growth
of the Bank and Subsidiaries, to aid in retaining individuals who put forth such
efforts, and to assist in attracting the best available individuals to the Bank
and Subsidiaries to serve as officers and directors in the future. This Plan
shall become effective on the date that it is approved by the majority of the
shareholders of the Stock present by person or by proxy and entitled to vote at
the annual meeting or a special meeting of the Bank and Subsidiaries.
2. Definitions. When used herein, the following terms shall have the meaning set
forth below:
(a) "Board" means the Board of Directors of the Bank and Subsidiaries.
(b) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and the regulations thereunder.
(c) "Committee" means the committee designated by the Board to
administer the Plan in accordance with the responsibilities and powers
described in Paragraph 4 of the Plan.
<PAGE> 2
(d) "Date of Grant" means the December 31, 1993 date on which an
Incentive Stock Option Award is granted under a written Incentive Stock
Option Award Agreement executed by the Bank and Subsidiaries and each
Participant pursuant to this Plan.
(e) "Date of Exercise" means the date upon which the Participant
accepts the Bank or Subsidiaries' offer to purchase the Stock and
provides to the Bank written notice of the Participant's intent to
exercise the Incentive Stock Option Award and provides full payment for
the option price of the option Shares purchased.
(f) "Discharge for Cause" means the voluntary or involuntary
termination or resignation of a Participant because of his conviction
of a crime involving moral turpitude, a gross failure on the part of
the Participant to perform his expected duties, or the wilful
misconduct or action on the Participant's part that is potentially,
materially damaging or detrimental to the Bank and Subsidiaries. The
determination of whether a Participant has incurred a "Discharge for
Cause" shall be made by the Committee, on a non-discriminatory basis,
whose decision shall be binding and conclusive.
(g) "Incentive Stock Option Award" means the granting of an option that
meets the requirements of Code Section 421 to purchase shares of Stock,
but is subject to the forfeiture and other conditions and restrictions
set forth in this Plan or the Incentive Stock Option Award Agreement.
(h) "Incentive Stock Option Award Agreement" means the written
agreement in such form as is approved by the Committee, which shall be
duly executed by the Bank and Subsidiaries and the Participant and
which shall set forth the terms and conditions of the Incentive Stock
Option Award as provided under the Plan.
-2-
<PAGE> 3
(i) "Participant" means the following officers or directors of
the Bank and Subsidiaries who receive an Incentive Stock Option Award
and participate in this Plan:
(i) J. Robert Grubbs;
(ii) Davis Stroud;
(iii) Alex Johnson;
(iv) Hugh Wells;
(v) James I. Stalsworth;
(vi) Allen Jones;
(vii) Bradford M. Sayles; and
(viii) Steve Ottinger.
(j) "Stock means the Bank and Subsidiaries's common stock.
3. Stock Subject to the Plan. The maximum number of shares of Stock with respect
to which Incentive Stock Option Awards may be granted under this Plan shall not
exceed one thousand (1,000) shares, to be divided among the Participants by the
amount that each Participant's compensation bears to the total compensation of
all Participants, subject to adjustment in accordance with Paragraph 7. The
shares of Stock may be authorized but unissued Stock.
The value of the shares of Stock which may be exercised for the first time by a
Participant in any one year under this Plan may not exceed $100,000, based on
the fair market value of the Stock at the Date of Grant.
4. Administration of the Plan. The Board shall appoint the members of the
Committee. The Committee shall consist of no less than two (2) persons, neither
of whom shall be Participants in the Plan. With respect to the Plan and all
Incentive Stock Option Awards granted thereunder, the Committee shall have full
authority, subject to the provisions of the
-3-
<PAGE> 4
Plan and the Incentive Stock Option Award Agreement, to interpret the Plan and
the Incentive Stock Option Award Agreements and to prescribe, amend, and rescind
rules and regulations relating to the Plan and the Incentive Stock Option Award
Agreements. The Committee shall have full authority, subject to the provisions
of the Plan and the Incentive Stock Option Award Agreements, to determine the
terms (including restrictions and conditions) of any such Incentive Stock Option
Awards Agreement; to amend or cancel Incentive Stock Option Awards (subject to
the terms of this Plan and the Incentive Stock Option Award Agreements); to
accelerate the date of lapse of restrictions with respect to all or any part of
the shares of Stock subject to an Incentive Stock Option Award Agreement; and to
require the cancellation or surrender of any previously granted Incentive Stock
Option Awards on which the restrictions have not yet lapsed under this Plan,
such Incentive Stock Option Award Agreement, or any other plans of the Bank and
Subsidiaries as condition to the granting of an Incentive Stock Option Award.
The Board may, from time to time, appoint members of the Committee in
substitution for or in addition to members previously appointed and may fill
vacancies, however caused, in the Committee. The Board shall select one of the
members of the Committee to act as its Chairman. The Committee shall hold its
meetings at such times and places as it shall deem advisable. A majority of its
members shall constitute a quorum. Any action of the Committee may be taken
without the need for a meeting by a written instrument signed by all of the
members of the Committee, and any action so taken shall be fully effective as if
it had been taken by a vote of a majority of the members at a meeting duly
called and held. The Committee shall make such rules and regulations for the
conduct of its business as it shall deem advisable and shall appoint a secretary
who shall keep minutes of its meetings and records of all actions taken in
writing without a meeting. No member of the Committee shall be liable, in the
absence of good faith, for any act or omission with respect to his service on
the Committee.
5. Incentive Stock Option Awards. Incentive Stock Option Awards shall be granted
under the Plan by the Committee in accordance with the provisions of this Plan.
Incentive
-4-
<PAGE> 5
Stock Option Awards granted under this Plan shall be evidenced by an Incentive
Stock Option Award Agreement in such form as the Committee may, from time to
time, determine and shall be subject to the terms, conditions and restrictions
set forth in this Plan and the Incentive Stock Option Award Agreement. Incentive
Stock Option Awards shall be granted in accordance with the following terms and
conditions:
(a) Participants to whom Incentive Stock Option Awards may be Granted.
Incentive Stock Option Awards will be granted to such of the
Participants listed in Section 2(h) of the Plan, provided that such
Participants have an "employment relationship", within the meaning
prescribed under Treasury Regulation Section 1.421-7(h), with the Bank
or Subsidiaries at the time the Incentive Stock Option Award is
granted.
(b) Price. The purchase price per share of Stock deliverable upon the
exercise of an Incentive Stock Option Award shall be one hundred
percent (100%) of the "fair market value" of the Stock on the Date of
Grant. Notwithstanding the above, if the Participant possesses stock of
the Bank and Subsidiaries which represents more than ten percent (10%)
of the combined voting power of all classes of stock of the Bank and
Subsidiaries (hereinafter referred to as a "10% Shareholder"), the
purchase price of the Stock for such Participant shall not be less than
one hundred ten percent (110%) of the "fair market value" of the Stock
on the Date of Grant.
Shares of Stock may be purchased upon full payment of the purchase
price provided for in the Incentive Stock Option Award Agreement
relating to the Stock. With the consent of the Committee, payment of
the purchase price may be made, in whole or in part, through the
surrender of shares of Stock of the Bank and Subsidiaries at the "fair
market value" of such shares determined in the manner described in
Subparagraph (d), hereof; provided, however, that the shares have not
been acquired through the prior grant of any Incentive Stock Option
Awards.
-5-
<PAGE> 6
(c) Exercise of Options. The Participant may exercise any part of the
Incentive Stock Option Award, as limited by Subparagraph (e) of this
section, by giving the Bank or Subsidiary written notice of the intent
to exercise and by delivering the full payment price of the Incentive
Stock Option Award for the Stock purchased to the Bank or Subsidiary.
The written notice of the intent to exercise shall specify the number
of shares of Stock to which the option is to be exercised and the
purchase price of the Stock. As soon as practicable after the Date of
Exercise, the Bank or Subsidiaries shall deliver to the Participant a
certificate, or certificates, for the Stock options being purchased.
(d) Determining Fair Market Value of Stock. For purposes of this Plan,
the term "fair market value" shall mean:
(i) if the Stock is listed or admitted to trade on a national
securities exchange, the closing price of the Stock on the
composite tape of the principal national securities exchange
on which the Stock is so listed or admitted to trade.
(ii) if the Stock is not listed or admitted to trade on a
national securities exchange, the mean between the last
reported bid and asked price for the Stock as furnished by the
National Association of Securities Dealers, Inc. through
NASDAQ or a similar organization if NASDAQ is not reporting
such information with respect to the Stock; or
(iii) if the Stock is not listed or admitted to trade on a
national securities exchange and if bid and asked prices for
the Stock are not so furnished through NASDAQ or a similar
organization, the fair market value of the Stock shall be
determined by the Committee, acting in good faith. The
Committee may rely on the advice of qualified appraisers or
investment advisers in helping to establish the fair market
value of the Stock.
-6-
<PAGE> 7
(e) Terms of Incentive Stock Option Awards. In no event shall the
Incentive Stock Option Award be exercisable more than ten (10) years
from the Date of Grant. Stock options shall become exercisable in five
(5) installments. The Participant shall have the right to purchase from
the Bank and Subsidiaries the following number of option shares upon
exercise of the option, on and after the following dates, in cumulative
fashion:
(i) on and after the first anniversary of the Date of Grant,
up to twenty percent (20%) (ignoring fractional shares) of the
total number of option shares;
(ii) on and after the second anniversary of the Date of Grant,
up to forty percent (40%) (ignoring fractional shares) of the
total number of option shares less the number of shares
previously purchased through options exercised under this
Plan;
(iii) on and after the third anniversary of the Date of Grant,
up to sixty percent (60%) (ignoring fractional shares) of the
total number of option shares less the number of shares
previously purchased through options exercised under this
Plan;
(iv) on and after the fourth anniversary of the Date of Grant,
up to eighty percent (80%) (ignoring fractional shares) of the
total number of option shares less the number of shares
previously purchased through options exercised under this
Plan.
(v) on and after the fifth anniversary of the Date of Grant,
up to one hundred percent (100%) (ignoring fractional shares)
of the total number of option shares less the number of shares
previously purchased through options exercised under this
Plan.
-7-
<PAGE> 8
(f) Termination of Employment. If the Committee determines that a
Participant has been Discharged for Cause, all rights under the
Participant's Incentive Stock Option Award Agreement shall expire
immediately and the Participant's Incentive Stock Option Award shall
become null and void and shall no longer be exercisable by the
Participant.
Unless otherwise provided in a Participant's Incentive Stock Option
Award Agreement, upon a Participant's termination of employment with
the Bank and Subsidiaries for any reason other than a Discharge for
Cause, his Incentive Stock Option Awards shall be exercisable (to the
extent that the Participant has become vested in his Incentive Stock
Option Awards prior to the date of the Participant's termination) for a
period of three (3) months following the Participant's termination of
employment. If the Participant's termination of employment with the
Bank and Subsidiaries results from the Participant's death or
disability, the Participant's Incentive Stock Option Awards that have
become exercisable as of the date of the Participant's death or
disability shall remain exercisable for one (1) year following the date
of the Participant's termination of employment with the Bank and
Subsidiaries. For purposes of the above, a Participant shall be deemed
to be disabled when the Committee determines, in its sole discretion,
that the Participant is unable to engage in any substantial activity by
reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be
expected to last for a continuous period of not less than twelve (12)
months.
Under no circumstances may an Incentive Stock Option Award be exercised
after the expiration of the Incentive Stock Option Award's term.
6. Rights of a Shareholder; Nontransferability. A Participant shall have no
rights as a shareholder of the Company with respect to any shares of Stock
granted as an Incentive Stock Option Award or covered under an Incentive Stock
Option Award Agreement until the date of issuance of a Stock certificate for
such shares. Nothing in this Plan, or in any
-8-
<PAGE> 9
Incentive Stock Option Award Agreement issued or granted, confers on any person
any right to continue in the employ of the Bank and Subsidiaries, or to continue
to perform services for the Bank and Subsidiaries, or interferes in any way with
the right of the Bank and Subsidiaries to terminate the services of a
Participant as an officer or employee at any time.
No grant under the Plan or an Incentive Stock Option Award Agreement shall be
transferable by a Participant other than by laws of descent and distribution and
may only be exercised during his lifetime by the Participant.
7. Dilution and Other Adjustments. In the event of any change in the outstanding
shares of Stock by reason of any stock dividend or split, recapitalization,
merger, consolidation, spinoff, reorganization, combination or exchange of
shares, or other similar corporate change, the Committee shall make such
adjustment to previously granted Incentive Stock Option Awards, if any, as it,
in its sole discretion, deems equitable in the:
(a) aggregate number of kind of shares of stock that may be awarded
under the Plan;
(b) aggregate number of kind of shares of stock covered by grants
already made under the Plan as of such date; and
(c) purchase price of outstanding Incentive Stock Option Awards.
Any such adjustment may provide for the elimination of any fractional shares of
Stock which might otherwise become subject to an Incentive Stock Option Award.
8. Change in Control. If the Bank and Subsidiaries shall be party to any
reorganization in which it does not survive, involving merger, consolidation, or
acquisition of the stock or substantially all the assets of the Bank and
Subsidiaries including a "change in control" of the
-9-
<PAGE> 10
Bank and Subsidiaries within the meaning of Section 280G of the Code, the Board,
in its discretion, may:
(a) declare that all Options granted under the Plan shall become
exercisable immediately notwithstanding the provisions of the
respective Stock Option Award Agreements regarding exercisability, and
that all such Options shall terminate thirty (30) days after the Board
gives written notice of the immediate right to exercise all such
Options and of the decision to terminate all Options not exercised
within such thirty (30) day period;
(b) declare that all options granted under the Plan shall become 100%
vested immediately before the date of the change in control;
(c) declare that all options are canceled and provide a cash out equal
to the value (fair market value less exercise price times number of
shares not previously exercised under the option) of all (or only all
vested) Incentive Stock Option Awards granted to each Participant; or
(d) notify all Participants that all Options granted under the Plan
shall be assumed by the successor corporation or substituted with
options issued by such successor corporation.
9. Withholding. The Bank and Subsidiaries shall have the right to deduct from
any amount otherwise payable to a Participant the amount of any taxes which the
Bank and Subsidiaries is or will be required to withhold, as and when required
by law, with respect to any Incentive Stock Option Award granted hereto. In the
event the total amount otherwise payable by the Bank and Subsidiaries to such
Participant is insufficient to provide the Bank and Subsidiaries with the taxes
which it is required to withhold, then Bank and Subsidiaries shall have the
right to require the Participant to pay the Bank and Subsidiaries the amount of
such excess amounts before any certificates of Stock will be delivered to the
Participant.
-10-
<PAGE> 11
In the alternative, the Bank and Subsidiaries shall have the right to require
the Participant to remit to the Bank and Subsidiaries an amount sufficient to
satisfy any federal, state and/or local withholding tax requirements prior to
the delivery of any certificate or certificates for such stock.
10. Amendment of the Plan. The Plan may be amended by the Board at any time and
from time to time. Notwithstanding the above, no such amendment or cancellation
of the Plan or any Incentive Stock Option Award Agreement granted under the Plan
shall impair any of the rights or economic benefits previously accrued by any
Participant, without his consent, under any Incentive Stock Option Award
Agreement theretofore granted under the Plan.
11. Termination of the Plan. The right to grant Incentive Stock Option Awards
under the Plan will terminate on the date that is the later of ten (10) years
from the date this Plan is executed or the date that all Stock Option Awards
have been exercised. Notwithstanding the above, the Bank and Subsidiaries have
the right to suspend or terminate the Plan at any time prior to the above date,
provided that no such action will, without the consent of a Participant,
adversely affect such Participant's rights under a previously granted Incentive
Stock Option Award Agreement.
12. Securities Laws Compliance. The Bank's and Subsidiaries's and/or Committee's
obligation to sell and/or deliver Stock under any Incentive Stock Option Award
Agreement granted under the Plan is subject to such compliance with federal,
state, administrative or quasi-administrative requirements, laws, rules and
regulations applying to the authorization, issuance or sale of securities as the
Bank and Subsidiaries or Committee deem necessary or advisable. The Committee
may, if it shall deem it necessary or desirable, require a Participant to submit
appropriate representations in writing to the Bank and Subsidiaries, or a
written investment letter prior to the delivery of any shares of Stock pursuant
to the exercise of an Incentive Stock Option Award.
-11-
<PAGE> 12
13. Loans or Bonuses to Participants. If approved by the Committee, the Bank and
Subsidiaries may lend money, guarantee a loan by a third party, or grant a bonus
to a Participant to either assist the Participant in financing the exercise or
making the required tax deposits related to an Incentive Stock Option Award
granted under the Plan.
14. Applicable Law. Except as otherwise preempted by federal law in accordance
with the Employee Retirement Income Security Act of 1974, as amended, the Plan
will be administered in accordance with the laws in the State of Tennessee.
15. Reporting Obligations. On or before January 31 of the year following the
exercise of the Incentive Stock Option Award, the Bank or Subsidiary must
provide the Participant with a statement regarding the value of the Stock at the
Date of Exercise, the Date of Grant and other pertinent information.
16. Other Provisions. As used in this Plan, the Incentive Stock Option Award
Agreements and any other documents prepared in implementation of the Plan,
references in the singular or plural shall refer to the plural or singular as
the identity of the person or persons or entity or entities being referred to
may require. The captions used in the Plan, the Incentive Stock Option Award
Agreements, and such other documents are for convenience only and shall not
affect the meaning of any provisions hereof or thereof.
(CORPORATE SEAL) GREENE COUNTY BANCSHARES, INC.
Attest: By: /s/ Stan Puckett
-----------------------------
/s/ Title: President
- -------------------------------- -----------------------
(Secretary)
-12-
<PAGE> 13
EXHIBIT 4.3
Continued
FIRST AMENDMENT TO
INCENTIVE STOCK OPTION PLAN OF
GREENE COUNTY BANCSHARES, INC. AND
SUBSIDIARIES OF 1993
This First Amendment to First Amendment to Incentive Stock Option Plan
of Greene County Bancshares, Inc. and Subsidiaries of 1993 (the "Option Plan")
adopted for the benefit of certain employees of Greene County Bank and American
Fidelity Bank (the "Bank") is executed on the 23rd day of April, 1996.
WHEREAS, the Option Plan was adopted in 1993 and options were granted
under such Option Plans to certain employees; and
WHEREAS, the Boards of Greene County Bancshares, Inc. and the Banks
wish to amend such Option Plan as follows:
1. The definition of "Incentive Stock Option Award" in Section 2(g) is
amended to provide as follows:
"Incentive Stock Option Award" means the granting of an option
that is subject to the forfeiture and other conditions and
restrictions set forth in this Plan on the Incentive Stock
Option Award Agreement."
2. Section 5(e) of the Plan is amended to provide as follows:
"(e) Terms of Incentive Stock Option Awards. In no event
shall the Incentive Stock Option Award be exercisable more
than ten (10) years from the Date of Grant. Stock options
shall be exercisable immediately from their Date of Grant."
3. The following Section 17 is added to the Option Plan:
"17(a) Notwithstanding any provision to the contrary herein,
in the event this Plan is not submitted to the shareholders of
Greene County Bancshares, Inc. for approval as required in
Section 1 of this Option Plan and Section 422 of the Internal
Revenue Code, this Plan shall be a nonqualified stock option
plan and shall be effective as if its date of adoption.
"(b) In such event this Plan shall be known as the
Nonqualified Stock Option Plan Greene County Bancshares,
Inc.
<PAGE> 14
and Subsidiaries for 1993 and the Agreements with the
participants for option issued under the Plan shall be
referred to as the "Nonqualified Stock Option Award Agreement
of 1993." The effective date of the Agreement shall be
December 31, 1993, the date such options were granted to the
employees (the "Date of Grant"). Wherever in the Plan the term
'Incentive Option' appears, it shall be replaced by the term
'Nonqualified Option.'"
4. The remaining provisions of the Option Plan shall continue in full
force and effect.
GREENE COUNTY BANCSHARES, INC.
By: /s/
-----------------------------
Printed Name: Stan Puckett
-------------------
Title: President & CEO
-----------------------
GREENE COUNTY BANK
By: /s/
-----------------------------
Printed Name: Stan Puckett
-------------------
Title: President & CEO
-----------------------
AMERICAN FIDELITY BANK
By: /s/
-----------------------------
Printed Name: Bradford M. Sayles
-------------------
Title: President & CEO
-----------------------
-2-
<PAGE> 1
EXHIBITS 5
and 23.1
July 3, 1996
Greene County Bancshares, Inc.
Main and Depot Streets
Greeneville, TN 37743
Gentlemen:
You have requested our opinion as to the legality of the shares of Common Stock
to be issued by Greene County Bancshares, Inc. (the "Company") in connection
with its offering of 32,000 shares of its Common Stock pursuant to a
Registration Statement on Form S-8, as filed with the Securities and Exchange
Commission (the "Offering").
Except as indicated below, we have examined such corporate records and other
documents and have made such examinations of law as we have deemed relevant.
Based on and subject to the above, and subject to the qualifications below, it
is our opinion that the authorized and outstanding shares of Common Stock of the
Company will be validly authorized and issued, fully paid and nonassessable when
issued to purchasers of the Offering.
In arriving at this opinion, we have relied upon the corporate documentation of
the Company, and our opinion is based upon the foregoing and upon such
examination of federal and Tennessee laws (to which our opinion is limited) as
we have deemed appropriate, and subject to the discussions and qualifications
stated herein.
We hereby consent to the inclusion in whole or in part of, or reference to, this
opinion in connection with the Registration Statement on Form S-8 regarding the
shares of Common Stock of the Company, which has been filed with the Securities
and Exchange Commission.
Very truly yours,
GERRISH & McCREARY, P.C.
- -----------------------
mg
<PAGE> 1
Exhibit 23.2
[Coopers & Lybrand Logo]
Coopers & Lybrand L.L.P.
a professional services firm
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Greene County Bancshares, Inc. on Form S-8 of our report dated February 2,
1996, on our audits of the consolidated financial statements and financial
statement schedules of Greene County Bancshares, Inc. as of December 31, 1995
and 1994, and for the years ended December 31, 1995 and 1994, which report is
incorporated by reference in this Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Knoxville, Tennessee
July 3, 1996
Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand international,
a limited liability association incorporated in Switzerland.
