FIRST GEORGIA HOLDING, INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 22, 1996
The undersigned shareholder of First Georgia Holding, Inc. (the
"Company") hereby appoints Hubert W. Lang, D. Lamont Shell, and J.D.
Moore as proxies with full power of substitution, acting by majority or by
any of them if only one be present and acting, to vote all shares of
common stock of the Company which the undersigned would be entitled
to vote if personally present at the Annual Meeting of Shareholders (the
"Meeting") to be held at the main offices of First Georgia Bank, at 1703
Gloucester Street, Brunswick, Georgia on Monday, January 22, 1995 at
5:00 P.M. Eastern Standard Time, and at any adjournments thereof,
upon the proposals described in the accompanying Notice of the Annual
Meeting and the Proxy Statement relating to the Meeting (the "Proxy
Statement"), receipt of which is hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS.
PROPOSAL: Election of Directors
______FOR all nominees listed _________WITHHOLD AUTHORITY
below (except as marked to To vote for all
to the contrary below) nominees listed below
INSTRUCTION: To withhold authority to vote for any individual
nominee strike a line through the nominee's name in the list below.
B.W. BOWIE TERRY K. DRIGGERS ROY K. HODNETT
PROPOSAL: To ratify the appointment of KPMG Peat Marwick LLP as
the Company's and Bank's Independent auditors for the fiscal year
ending September 30, 1996.
_______FOR _________AGAINST ______ABSTAIN
PROPOSAL: To approve the Company's 1995 Stock Incentive Plan.
_______FOR _________AGAINST ______ABSTAIN
PROPOSAL: To approve the Company's Employee Stock Purchase
Plan.
_______FOR _________AGAINST ______ABSTAIN
This Proxy will be voted as directed, but if no direction to the contrary is
indicated, it will be voted FOR the proposals. Discretionary authority is
hereby conferred as to all other matters which may come before the
Meeting.
Dated: ________, 1996
_________________________
Signature of Shareholder
__________________________
Additional signature
(if held jointly)
If stock is held in the name of more than one person, all holders should
sign. Signatures should correspond exactly with the name or names
appearing on the stock certificate(s). When signing as attorney,
executor, administrator, trustee, guardian, or custodian please indicate
the capacity in which you are acting. Please mark, date and sign the
Proxy, and return it in the enclosed return-addressed envelope. No
postage is necessary.
PLEASE RETURN PROXY BY JANUARY 15, 1996
<PAGE>
FIRST GEORGIA HOLDING, INC.
1703 Gloucester Street
Brunswick, Georgia 31520
(912) 267-7283
December 28, 1995
To the Shareholders of FIRST GEORGIA HOLDING, INC.:
You are cordially invited to attend the Annual Meeting of
Shareholders of First Georgia Holding, Inc. (the "Company") to be held
on January 22, 1996 at the main office of First Georgia Bank, F.S.B. at
1703 Gloucester Street, Brunswick, Georgia. Enclosed is the Official
Notice of the Annual Meeting, the Proxy Statement of management of
the Company, and the Company's 1995 Annual Report.
The principal business of the meeting will be (a) to elect the
Company's Class I Directors to serve a term of three years, (b) to ratify
the appointment of KPMG Peat Marwick LLP as independent auditors
for the Company and the Bank, (c) to approve the Company's 1995
Stock Incentive Program, and (d) to approve the Company's Employee
Stock Purchase Plan. We will also review the operations of the
Company and the Bank for the past year.
Whether or not you plan to attend the meeting, please mark,
date and sign the enclosed form of proxy, and return it to the Company
in the envelope provided as soon as possible.
Very truly yours,
HENRY S. BISHOP
Henry S. Bishop
President
<PAGE>
FIRST GEORGIA HOLDING, INC.
1703 Gloucester Street
Brunswick, Georgia 31520
(912) 267-7283
NOTICE OF ANNUAL MEETING
To be Held on January 22, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders of First Georgia Holding, Inc. (the "Company") will be held
on January 22, 1996 at 5:00 p.m. Eastern Standard Time, at the main
office of First Georgia Bank, F.S.B. (the "Bank") at 1703 Gloucester
Street, Brunswick, Georgia, for the following purposes, all of which are
more completely set forth in the accompanying Proxy Statement:
(1) To elect the Class I Directors to serve a term of three
years.
(2) To ratify the appointment of KPMG Peat Marwick LLP as
independent auditors for the Company and the Bank for the
fiscal year ending September 30, 1996.
(3) To approve the 1995 Stock Incentive Plan.
(4) To approve the Employee Stock Purchase Plan; and
(5) To transact such other business as may properly come
before the meeting.
The Board of Directors has fixed the close of business on
December 1, 1995 as the record date for the determination of
shareholders entitled to notice of and to vote at the meeting.
All shareholders are requested to mark, date, sign and return the
enclosed form of proxy as soon as possible. If you attend the meeting
and wish to vote your shares in person, you may do so at any time
before the proxy is exercised.
BY ORDER OF THE BOARD OF DIRECTORS
HENRY S. BISHOP
Henry S. Bishop
President
<PAGE>
FIRST GEORGIA HOLDING, INC.
1703 Gloucester Street
Brunswick, Georgia 31520
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of First Georgia Holding,
Inc. (the "Company"), for use at the annual meeting of shareholders to
be held on January 22, 1996, at the main office of First Georgia Bank,
F.S.B. (the "Bank") at 1703 Gloucester Street, Brunswick, Georgia, and
at any adjournments thereof.
This Proxy Statement and the form of proxy were first mailed to
shareholders on or about December 28, 1995. If the enclosed form of
proxy is properly executed, returned and not revoked, it will be voted in
accordance with specifications made by the shareholder. If the form of
proxy is signed and returned, but specifications are not made, the proxy
will be voted FOR the election of directors and FOR the ratification of
KPMG Peat Marwick LLP as independent auditors for the Company and
the Bank.
Shareholders who sign proxies have the right to revoke them at
any time before they are voted by delivering to G.F. Coolidge III,
Secretary of the Company, at the Company's office, either an instrument
revoking the proxy, a duly executed proxy bearing a later date or by
attending the meeting and voting in person.
VOTING AT THE ANNUAL MEETING
The close of business on December 1, 1995, has been fixed as
the record date for the determination of shareholders entitled to notice of
and to vote at the meeting. As of the close of business on the record
date, the Company had 10,000,000 shares of common stock, $1.00 par
value (the "Stock") authorized, of which 1,326,641 shares were issued
and outstanding. Each such share is entitled to one vote on matters to
be presented at the meeting.
ELECTION OF DIRECTORS
General
- -------
Pursuant to the Company's Articles of Incorporation, its Board of
Directors is divided into three classes: Class I, Class II and Class III.
The terms of Directors in the first Class (I) expire at the 1996 Annual
Meeting; the terms of Directors in the second Class (II) expire at the
1997 Annual Meeting; and the terms of Directors in the third Class (III)
expire at the 1998 Annual Meeting. At each Annual Meeting of
shareholders, Directors elected to succeed those in the Class whose
terms then expire are elected for three-year terms, so that the term of
office of one class of Directors expires each year.
The Board of Directors proposes that B.W. Bowie, Terry K.
Driggers, and Roy K. Hodnett be elected as Class I Directors to serve a
term of three years.
The table set forth on the following page shows for each
Director, (a) his class and term of office, (b) his name, (c) his age at
December 31, 1995, (d) the year he was first elected as a Director of the
Company, (e) any positions held by him with the Company or the Bank
other than as a Director, and (f) his business experience for the last five
years:
<PAGE>
Class I
Term to Expire at the 1999 Annual Meeting
Year First Positions with Company and
Name Age Elected Business Experience
- ---- -------- ------------ --------------------------
B.W. Bowie* 67 1994 Retired Senior Vice President,
General Manager and Director of
Federal Paper Board Co.,
Montvale, New Jersey (a company
which manufactures paper
products)
Terry K. Driggers 41 1995 President, Drigger Construction
Company (a commercial
construction company)
Roy K. Hodnett 75 1995 President, T.H.E. Management
Co. The Island Inn (a real
estate management company and
hotel)
- ---------------------------
* Mr. Bowie is also a director of Gravure
Packing Company.
Class II
Term to Expire at the 1997 Annual Meeting
Year First Positions with Company and
Name Age Elected Business Experience
- ---- -------- ------------ --------------------------
Henry S. Bishop 53 1988 President of Company;
President and Chief
Executive Officer of Bank;
Hubert W. Lang, Jr. 71 1988 President and Manager, Lang
Planing Mill, Inc.(a retail
building supply company)
E. Raymond Mock, Jr. 62 1988 President, Mock Enterprises,
Inc., Rayette Foods, Inc.,
and KTP, Inc. (general
merchandising and grocery
business)
<PAGE>
Class III
Term to Expire at the 1998 Annual Meeting
Year First Positions with Company and
Name Age Elected Business Experience
- ---- -------- ------------ --------------------------
James D. Moore 61 1988 President, J. D. Moore, Inc.
(a petroleum jobber)
D. Lamont Shell 63 1994 President, Glynn Electric
Supply company (a wholesale
electrical supply company)
Meetings and Committees
- -----------------------
During the year ended September 30, 1995, the Board of
Directors of the Company held three (3) meetings. During the same
period, the Board of Directors of the Bank held twelve (12) meetings.
During his term as a director during 1995, each director attended at least
75% of the aggregate of (a) the total number of meetings of the Boards
of Directors of the Company and the Bank, and (b) the total number of
meetings held by Committees of which he was a member.
The Board of Directors of the Company has not established any
standing committees. The Board of Directors of the Bank, however, has
established various standing committees, including an Audit Committee
and a Compensation Committee.
The Audit Committee's functions include (a) providing
assistance to the Board of Directors in fulfilling its responsibilities for
examinations of the Company and the Bank by regulatory agencies and
independent auditors; (b) determining that the Company and the Bank
have adequate administrative, operating and internal accounting
controls and that they are operating in accordance with prescribed
procedures; and (c) serving as an independent party in the review of the
financial information of the Company and the Bank prior to its
distribution to the Company's shareholders and the public. The current
members of the Audit Committee are James D. Moore, Raymond Mock,
Jr. and D. Lamont Shell. The Audit Committee meetings are called by
the Audit Committee Chairman or the Company's internal auditor.
During 1995, the Audit Committee met four (4) times.
The Compensation Committee's functions are to review the
compensation of all employees and make its recommendations
regarding compensation to the full Board of Directors. The Board of
Directors also awards discretionary bonuses to employees generally at
the end of the Bank's fiscal year based on the Bank's performance for
the year and the recommendation of the Compensation Committee.
The current members of the Compensation Committee are James D.
Moore and E. Raymond Mock, Jr. The Compensation Committee
meetings are called by the Compensation Committee Chairman or the
President of the Bank. During fiscal year 1995, the Compensation
Committee did not meet.
The Bank does not currently have a standing nominating
committee.
<PAGE>
OWNERSHIP OF STOCK
Principal Holders of Stock
- --------------------------
On December 1, 1995, the Company had 1,326,641 shares of
Stock outstanding which were held by 325 shareholders of record. The
following table sets forth the persons who beneficially owned, as of
December 1, 1996, more than 5% of the outstanding shares of Stock to
the best information and knowledge of the Company. Unless otherwise
indicated, each person is the record owner of and has sole voting and
investment powers over his shares.
Name and address of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership of Total(1)
- ---------------------- ---------------------- -----------
Henry S. Bishop 160,502 (2) 11.00%
1703 Gloucester Street
Brunswick, Georgia 31521
James A. Bishop 118,175 (3) 8.27%
P. O. Box 1396
Brunswick, Georgia 31520
Roy K. Hodnett 132,000 (4) 9.04%
Box 1
St. Simons Island, Georgia 31522
- ---------------------------------
(1) Percentages are calculated assuming the exercise of
options to purchase an aggregate of 132,849 shares,
resulting in total outstanding shares of 1,459,490.
(2) Consists of 102,654 shares held of record by Mr. Bishop and an
aggregate of 57,848 shares subject to presently exercisable options.
(3) Consists of 69,675 shares held of record by Mr. Bishop, 24,750
shares held of record by Mr. Bishop's spouse, 2,250 shares held of
record by their minor children, and 21,500 shares held of record by
James A. Bishop Trustee James A. Bishop a Professional Corporation
Target Benefit Pension Plan dated 11/15/81.
(4) Consists of 110,262 shares held of record by Mr. Hodnett, 9,000
shares held of record by Mr. Hodnett's spouse, 9,067 held of record
by Synovus as Trustee for Mr. Hodnett's IRA/HR10 accounts, and
3,670 held of record by Synovus as Trustee for Mr. Hodnett's spouse's
IRA.
<PAGE>
Stock Owned by Management
- -------------------------
The following table sets forth the number and percentage
ownership of shares of Stock beneficially owned by each existing
Director of the Company and by all Directors and executive officers of
the Company as a group as of December 1, 1995. Unless otherwise
indicated, each person is the record owner of and has sole voting and
investment powers over his or her shares.
Name and address of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership of Total(1)
- ---------------------- ---------------------- -----------
Henry S. Bishop 160,502(2) 11.00%
1703 Gloucester Street
Brunswick, Georgia 31521
B.W. Bowie 69,125(3) 4.74%
16 Kings Way
St. Simons Island, GA
31522
Terry K. Driggers 4,000 *
112 River Way
Brunswick, GA 31520
Roy K. Hodnett 132,000(4) 9.04%
520 Ocean Blvd.
St. Simons Island, GA
31522
Hubert W. Lang, Jr. 8,400(5) *
P.O. Box 1659
Brunswick, GA 31521
E. Raymond Mock, Jr. 18,750(6) 1.28%
4003 Riverside Drive
Brunswick, GA 31520
James D. Moore 12,750 *
P.O. Box 1078
Brunswick, GA 31521
D. Lamont Shell 1,800 *
P.O. Box 1279
Brunswick, GA 31521
All Directors and
Executive Officers as a
Group (9 persons, all of 447,077(7) 30.63%
whom are also shareholders)
- -----------------------------
* Owns less than one percent of outstanding shares.
(1) Percentages are calculated assuming the exercise of
options to purchase an aggregate of 132,849 shares,
resulting in total outstanding shares of 1,459,490.
<PAGE>
(2) Consists of 102,654 shares held of record by Mr. Bishop
and an aggregate of 57,848 shares subject to presently
exercisable options.
(3) Consists of 68,000 shares held of record by Mr. Bowie
and 1,125 shares held of record by his minor child.
(4) Consists of 110,262 shares held of record by Mr.
Hodnett, 9,000 shares held of record by Mr. Hodnett's
spouse, 9,067 held of record by Synovus as Trustee for
Mr. Hodnett's IRA/HR10 accounts, and 3,670 held of
record by Synovus as Trustee for Mr. Hodnett's spouse's
IRA.
(5) Consists of (a) 4,650 shares held of record by Mr. Lang
and (b) 3,750 shares held of record by Mr. Lang and
spouse as to which Mr. Lang shares voting and
investment powers.
(6) Consists of (a) 11,250 shares held of record by Mr. Mock and (b)
7,500 shares held of record by Sandy Foods, Inc., as to which
Mr. Mock shares voting and investment powers.
(7) Includes an aggregate of 95,348 shares subject to present
exercisable options.
<PAGE>
EXECUTIVE OFFICERS
The table set forth below shows for each executive officer of the
Company (a) the person's name, (b) his age at December 31, 1995, (c)
the year he was first elected as an officer of the Company (which was
organized in 1988), and (d) his present positions with the Company and
the Bank and other business experience for the past five years if he has
been employed by the Company or the Bank for less than five years.
Position with the
Company and the Bank; Year First
Name Age Business Experience Elected
- ------------------------------------------------------------------------
Henry S. Bishop 53 President, Chief 1988
Executive Officer and
Director of the
Company and the Bank
G. F.
Coolidge, III 46 Secretary/Treasurer of 1991
the Company; Senior
Vice President and Chief
Financial Officer of the
Bank; Previously
Senior Vice President and
Controller of Barnett
Bank of Southeast Georgia
(1979 - 1990)
<PAGE>
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
- ----------------------------------------------
The following table sets forth the total compensation paid to
each executive officer where cash compensation exceeded $100,000 in
fiscal 1995.
Summary Compensation Table
Annual Long Term
Compensation Compensation
------------ ------------
Securities
Name & Underlying All
Principal Options Other
Position Year Salary Bonus Granted Compensation
- ---------- ---- ------ ----- ------- ------------
(#)
Henry S. Bishop
Chief Executive 1995 $150,000 $19,413 157,849 $2,280(1)
Officer
1994 $150,000 $17,045 57,849 $2,370(1)
1993 $150,000 $11,100 38,455 $3,150(1)
- ----------------------
(1) Consists of contributions by the Bank to the 401(k) account of
Mr. Bishop.
Mr. Bishop received certain other benefits from the Bank. The
total value of the benefits was less than 10% of his annual salary and
bonus.
Stock Option Exercised and Holdings
- -----------------------------------
The following table contains information with respect to persons
named in the Compensation Table regarding options granted during the
last fiscal year.
Securities Percent of Total Exercise or
Underlying Options Granted Base Price Expiration
Name Options Granted in Fiscal Year ($/share) Date
- -------- --------------- --------------- ------------ ----------
Henry S.
Bishop 100,000 76.92% $7.15 07/17/2000
The following table contains information with respect to the
persons named in the Summary Compensation Table concerning
unexercised options held as of the end of the fiscal year.
Value of Unexercised
Number of the unexercised In-The-Money Options
Options at FY-End (#) at FY-End (#) (1)
-------------------------- --------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---------- ----------- ------------- ----------- -------------
Henry S. Bishop 57,849 100,000 $279,406 $135,000
<PAGE>
(1) Calculated by subtracting the exercise price from the market value
of the Stock at fiscal year-end and multiplying the resulting figure by the
number of shares subject to in-the-money options.
Compensation of Directors
- -------------------------
The Bank pays each director $500 per Board meeting for his
service as a Bank Director and $100 per Bank Committee meeting
attended. Directors of the Company are not separately compensated for
their service as Directors of the Company nor for their service as
members of committees. Mr. Bishop received $6,000 in Director's fees
during fiscal 1995.
Certain Other Transactions
- --------------------------
The Company's directors, executive officers and principal
shareholders, together with their immediate family members and the
companies associated with them, have engaged in banking transactions
with the Bank and are expected to continue such relationships in the
future. In the opinion of management, the extensions of credit made by
the Bank to such individuals since October 1, 1995 (a) were made in the
ordinary course of business, (b) were made on substantially the same
terms, including interest rate, collateral and repayment terms, as those
prevailing at the time for comparable transactions with other persons,
and (c) did not involve more than a normal risk of collectibility or present
other unfavorable features.
James A. Bishop, an attorney and a principal shareholder of the
Company, and Henry S. Bishop, President of the Company, are
brothers. For the year ended September 30, 1995, the Bishop Law Firm
received legal fees of $23,637 from the Company or the Bank for
general representation. During the same period, such law firm also
received legal fees of $103,540 for representing the Bank in loan
transactions in which its fees were paid by third party borrowers.
1995 STOCK INCENTIVE PLAN
Introduction
- ------------
On July 17, 1995, the Board of Directors approved the First
Georgia Holding, Inc. 1995 Stock Incentive Plan (the "Stock Plan"). The
Stock Plan provides the Company with increased flexibility to grant
equity-based compensation to key employees and officers of the
Company or an affiliate for the purpose of giving them a proprietary
interest in the Company to align more closely their interests with those of
stockholders generally and providing the Company with a mechanism to
attract and retain key personnel. The Company has reserved 130,000
shares of Stock for issuance pursuant to awards that may be made
under the Stock Plan.
The following description of the Stock Plan is qualified in its
entirety by reference to the applicable provisions of the Stock Plan
document which is attached as Appendix A to this Proxy Statement.
Terms of the Stock Plan
- -----------------------
AMINISTRATION. Awards under the Stock Plan will be determined
by a committee of the Board of Directors (the "Committee"), the
members of which are selected by the Board of Directors. Only persons
who satisfy the criteria of "disinterested persons" set forth in Rule
16b-3(c) may be members of the Committee. The Committee shall
have at least two members. James D. Moore, Raymond Mock, and
B.W. Bowie currently serve as the Committee.
AWARDS. The Stock Plan permits the Committee to make
awards of incentive stock options for the purchase of shares of Stock, as
well as non-qualified options to the extent that an incentive stock option
award exceeds certain statutory limitations.
<PAGE>
The number of shares as to which an option is granted, to whom an
option is granted and the terms and conditions of any option award will
be determined by the Committee, subject to the provisions of the Stock
Plan.
TERM. The Stock Plan will expire ten years following the
effective date of the plan, subject to any earlier termination of the Stock
Plan effected by the Board of Directors.
GRANTING OF OPTIONS TO PURCHASE STOCK. Options may be granted
pursuant to the Stock Plan only to employees of the Company or any
subsidiary.
The number of shares of Stock as to which an option will be
granted will be determined by the Committee in its sole discretion, as
long as the total number of the shares available for grants under the
Stock Plan does not exceed 130,000. Further, to the extent required
under Section 162(m) of the Internal Revenue Code and the regulations
thereunder for compensation to be treated as qualified, performance-
based compensation, the maximum number of shares of Stock with
respect to which options may be granted during any single fiscal year of
the Company to any employee cannot exceed 100,000.
Each option granted under the Stock Plan will be evidenced by
an option agreement in such form and containing such terms, conditions
and restrictions as the Committee may determine is appropriate and
which will specify at a minimum the number of shares of Stock subject
to the grant, the option price and the option term. In addition, in the
event the aggregate fair market value, as determined as of the option
grant date, of Stock subject to such options (under all plans of the
Company and subsidiaries) that first become exercisable during any
calendar year exceeds $100,000, then such options in excess of this
limitation will not be incentive stock options and, to the extent such
options were granted pursuant to the Stock Plan, they will be treated as
non-qualified stock options.
The Committee may provide in any option agreement that, in
the event of a change in control of the Company (as defined in the Stock
Plan), the option shall or may be cashed out on the basis of any price
not greater than the highest price paid for a share of Stock in any
transaction reported by any national securities exchange selected by the
Committee on which the shares of Stock are then actively traded during
a specified period immediately preceding or including the date of the
change in control (or if the shares of Stock are not then actively traded
on any market, any price not greater than the highest price paid for a
share of Stock in any other transaction).
Options are not transferable or assignable except by will or by
the laws of descent or distribution and are exercisable during the
recipient's lifetime only by the recipient.
OPTION PRICE. The exercise price per share of Stock purchased
under any option will be set forth in the applicable option agreement and
will in no event be less than the fair market value of a share of Stock.
With respect to an option granted to the holder of over 10% of the Stock
of the Company, the exercise price will in no event be less than 110% of
the fair market value of a share of Stock on the date the option is
granted.
The Stock Plan generally provides that the Committee may
select among the following alternatives for payment of an option's
exercise price: cash, surrender of previously owned shares, cashless
exercise through a broker (once available) and reduction of the number
of shares otherwise issuable pursuant to the option.
OPTION TERM. The term of an option will be specified in the
applicable option agreement and will expire no later than ten years from
the date of grant; provided, however, that, with respect to an option
grant to the holder of over 10% of the Stock of the Company, the term of
the option will expire no later than five years from the date of grant. In
addition, the option agreement will provide that, in the event of a
termination of employment, the then unexpired portion of the option will
terminate no later than three months after the date of termination of
employment, except that in the case of a recipient whose termination of
employment is due to death or disability, a period of up to one year may
be substituted for the three-month period.
TREATMENT OF AWARDS UPON TERMINATION OF EMPLOYMENT. Any
award under the Stock Plan to a recipient whose employment is
terminated may be cancelled, accelerated, paid or continued as
provided in the applicable option agreement or, in the absence of such a
provision, as the Committee may determine.
<PAGE>
TERMINATION AND AMENDMENT OF STOCK PLAN. The Board of
Directors at any time may amend or terminate the Stock Plan without
stockholder approval; provided, however, that the Board may condition
any amendment on the approval of the stockholders if such approval is
necessary or advisable with respect to tax, securities or other applicable
laws.
CHANGES IN CAPITALIZATION The Stock Plan provides for an
adjustment in the number and types of shares of Stock reserved under
the Plan and subject to awards issued pursuant to the Stock Plan in the
event of any increase or decrease in the number of issued shares of
Stock resulting from a subdivision or combination of shares or the
payment of a stock dividend in shares of Stock or any other increase or
decrease in the number of shares of Stock outstanding effected without
receipt of consideration by the Company.
In the event of certain corporate reorganizations, options may be
substituted, cancelled, accelerated, cashed out or otherwise adjusted by
the Committee.
Federal Income Tax Consequences
- -------------------------------
The following discussion outlines generally the federal income
tax consequences of participation in the Plan. Individual circumstances
may vary these results. The federal income tax laws and regulations are
frequently amended, and each participant should rely on his or her own
tax counsel for advice regarding federal income tax treatment under the
Plan. If the recipient is subject to Section 16(b) of the Exchange Act,
special rules may apply to determine the federal income tax
consequences of certain option exercises.
INCENTIVE STOCK OPTIONS. The recipient of an incentive stock
option is not subject to any federal income tax upon the grant of such an
option pursuant to the Stock Plan, nor does the grant of an incentive
stock option result in an income tax deduction for the Company.
Further, a recipient will not recognize income for federal income tax
purposes and the Company normally will not be entitled to any federal
income tax deduction as a result of the exercise of an incentive stock
option and the related transfer of shares of Stock to the recipient.
However, the excess of the fair market value of the shares transferred
upon the exercise of the incentive stock option over the exercise price
for such shares generally will constitute an item of alternative minimum
tax adjustment to the recipient for the year in which the option is
exercised. Thus, certain recipients may increase their federal income
tax liability as a result of the exercise of an incentive stock option under
the alternative minimum tax rules of the Internal Revenue Code.
If the shares of Stock transferred pursuant to the exercise of an
incentive stock option are disposed of within two years from the date the
option is granted or within one year from the date the option is
exercised, the recipient generally will recognize ordinary income equal to
the lesser of (1) the gain recognized (i.e., the excess of the amount
realized on the disposition over the exercise price) or (2) the excess of
the fair market value of the shares transferred upon exercise over the
exercise price for such shares. The balance, if any, of the recipient's
gain over the amount treated as ordinary income on disposition
generally will be treated as long- or short-term capital gain depending
upon whether the holding period applicable to long-term capital assets is
satisfied. The Company normally would be entitled to a federal income
tax deduction equal to any ordinary income recognized by the recipient,
provided the Company satisfies applicable federal income tax
withholding requirements.
If the shares of Stock transferred upon the exercise of an
incentive stock option are disposed of after the holding periods have
been satisfied, such disposition will result in a long-term capital gain or
loss treatment with respect to the difference between the amount
realized on the disposition and the exercise price. The Company will not
be entitled to a federal income tax deduction as a result of a disposition
of such shares after these holding periods have been satisfied.
NON-QUALIFIED OPTIONS. A recipient will not recognize income
upon the grant of a non-qualified option or at any time prior to the
exercise of the option or a portion thereof. At the time the recipient
exercises a non-qualified option or portion thereof, he or she will
recognize compensation taxable as ordinary income in an amount equal
to the excess of the fair market value of the Stock on the date the option
is exercised over the price paid for the Stock, and the Company will then
be entitled to a corresponding deduction.
Depending upon the period shares of Stock are held after
exercise, the sale or other taxable disposition of shares acquired through
the exercise of a non-qualified option generally will result in a short- or
long-term capital gain or loss equal to the difference between the
amount realized on such disposition and the fair market value of such
shares when the non-qualified option was exercised.
<PAGE>
Special rules apply to a participant who exercises a non-
qualified option by paying the exercise price in whole or in part by a
transfer of shares of Stock to the Company.
Benefits Under the Stock Plan
- -----------------------------
The following table contains summary information concerning
benefits provided under the Stock Plan in the last fiscal year:
Benefits Under the Stock Plan
-----------------------------
Number Dollar
of Shares Value
--------- ------
Henry S. Bishop 100,000 $135,000
Executive Group 30,000 90,000
Non-Executive Director Group 0 0
Non-Executive Officer/
Employee Group 0 0
Stockholder Approval
- --------------------
The Board of Directors seeks stockholder approval because
such approval is required under the Internal Revenue Code as a
condition of incentive stock option treatment and also because certain
eligible participants in the Stock Plan are subject to Section 16 of the
Securities Exchange Act of 1934. If the Stock Plan is not approved by
the stockholders, awards made to these persons may be deemed
"purchases" of common stock for purposes of the short-swing profit
recovery provision of Section 16.
Approval of the Stock Plan requires the affirmative vote of the
holders of at least a majority of the outstanding shares of Stock of the
Company present, or represented and entitled to vote, at the Annual
Meeting.
EMPLOYEE STOCK PURCHASE PLAN
Introduction
- -------------
On July 17, 1995, the Board of Directors of the Company
adopted the First Georgia Holding, Inc. Employee Stock Purchase Plan
(the "Purchase Plan"). Under the terms of the Purchase Plan, eligible
employees of the Company and the Bank will be given the opportunity to
be compensated through the benefits of Stock ownership and to acquire
an interest in the Company through the purchase of Stock.
The purpose of the Purchase Plan is to enable eligible
employees of the Company and the Bank to purchase Stock in a
convenient manner through payroll deductions and thereby allow such
employees to share in the success of the Company and to encourage
them to remain in the service of the Company. Participants in the
Purchase Plan will be able to buy shares of the stock at a 15 percent
discount from the lower of the market price at either the first day or the
last day of each offering period, i.e., calendar month (the "Offering
Period").
The following description of the Purchase Plan is qualified in its
entirety by reference to the applicable provisions of the Purchase Plan
document which is attached as Appendix B to this Proxy Statement.
The Purchase Plan is intended to qualify as an employee stock
purchase plan under Section 423 of the Internal Revenue Code.
<PAGE>
Terms of the Purchase Plan
- --------------------------
ADMINISTRATION. The Purchase Plan is administered by a
committee (the "Committee") which is appointed by the Board of
Directors of the Company and consists of at least two members of the
Company's Board of Directors or may be comprised of the membership
of any standing committee of the Company's Board of Directors.
Currently, the Committee is comprised of James D. Moore and B.W.
Bowie. The Board of Directors may from time to time remove members
from or add members to the Committee or fill vacancies.
TERM. The Purchase Plan will be maintained for an indefinite
period, until the earlier of the date all shares authorized to be sold
pursuant to the Purchase Plan have been issued or the Board of
Directors elects to terminate the Purchase Plan.
ELIGIBILITY. Any full-time employee who has been employed for
more than six consecutive months before the beginning date of any
Offering Period under the Purchase Plan shall be eligible to participate
in the Purchase Plan for that Offering Period. Certain employee-
stockholders, however, are ineligible for participation in the Purchase
Plan. As of November 1, 1995, approximately 43 employees were
eligible to purchase Stock under the Purchase Plan.
PARTICIPATION. Each eligible employee may elect to participate
for an Offering Period (each Offering Period would begin on the first day
of the calendar month and end on the last day of that month) by
completing a written authorization and delivering it to the Committee ten
days prior to the beginning date of that Offering Period. All employees
granted options to purchase Stock under the Purchase Plan shall have
the same rights and privileges except that the amount of Stock which
may be purchased under such options may vary in a uniform manner
according to the compensation of the employee.
A participant may contribute to the Purchase Plan through
payroll deduction at a rate which shall be at least two percent but not in
excess of ten percent of the participant's compensation. Payroll
deductions for participants shall commence on the first pay day
coinciding with or following the beginning date of each Offering Period
and shall end with the last pay day preceding or coinciding with the
exercise date for that Offering Period unless the participant affects a
withdrawal from the Purchase Plan. A participant may not alter the rate
of payroll deductions during the Offering Period; however, an existing
participant may change the rate of payroll deductions effective for the
immediately succeeding Offering Period by filing a revised authorization
within the same deadline that applies to new participants.
GRANTING OF OPTIONS TO PURCHASE STOCK. On the first day of each
Offering Period, a participant shall be granted an option for a number of
shares of Stock determined by the amount of the payroll deductions
during the offering period divided by 85% of the lower of fair market
value of a share of Stock on either the beginning date or the last day of
the Offering Period (the "Exercise Date"). No participant may purchase
Stock at a rate which exceeds $25,000 of Stock during any single
calendar year.
EXERCISE OF OPTION. Unless the participant has withdrawn from
the Purchase Plan, a participant's option for the purchase of shares of
stock during an Offering Period will be automatically exercised on the
Exercise Date for that Offering Period for the purchase of the maximum
number of full shares which the sum of the payroll deductions credited to
the participant's account on that Exercise Date can purchase at the
option price.
WITHDRAWALS. A participant will be deemed to have elected to
participate in each subsequent Offering Period following his or her initial
election to participate in the Purchase Plan unless a written withdrawal
notice is filed with the Company at least ten days prior to the beginning
date for an immediately succeeding Offering Period. A participant may
withdraw from the Purchase Plan during an Offering Period by
requesting that all payroll deductions credited to his or her account for
the Offering Period be paid to him or her by delivering written notice to
the Committee at least ten days prior to the Exercise Date. A participant
will be deemed to have withdrawn from the Purchase Plan in the event
of a termination of employment for any reason. A participant who for
any reason ceases to be an eligible employee prior to the Exercise Date
during any Offering Period would be deemed to have requested a
withdrawal of his or her payroll deductions as of the date that the
participant ceases to be an eligible employee.
A participant who has elected to withdraw from the Purchase
Plan may resume participation in the same manner and pursuant to the
same rules as any eligible employee making an initial election to
participate in the Purchase Plan. However, any participant who is
subject to the reporting requirements of Section 16 of the Securities
Exchange Act of 1934 and who withdraws from the Purchase Plan for
any reason shall not be permitted to resume participation any earlier
than in six months after the effective date of the participant's withdrawal.
<PAGE>
STOCK TO BE PURCHASED. The maximum number of shares of
Stock to be sold to participants under the Purchase Plan will be 25,000
shares, subject to adjustment upon any changes in capitalization of the
Company. The shares of Stock to be sold to participants under the
Purchase Plan may at the election of the Company include either
treasury shares or shares originally issued for such purpose. If the total
number of shares of Stock for which options are to be exercised
exceeds the number of such shares then available under the Purchase
Plan, the Company shall make a pro-rata allocation of the shares
available in as nearly a uniform matter as is practicable and determined
to be equitable.
LIMITATIONS ON EMPLOYEES' RIGHTS. A participant will have no
interest in shares of Stock covered by his or her option until the option
has been exercised. In addition, any option granted under the Purchase
Plan is not transferable during the participant's lifetime. A participant
may file with the Committee a written designation of a beneficiary who is
to receive any cash credited to the participant under the Purchase Plan
in the event of the participant's death before an Exercise Date or any
shares of Stock purchased for the participant under the Purchase Plan in
the event of the participant's death on or after an Exercise Date but prior
to the delivery of such shares.
ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event of any
reorganization, stock dividend, stock split or similar change in the
outstanding shares of Stock, an appropriate adjustment will be made by
the Committee to the number and kind of Shares available for the
granting of options or as to which outstanding options are to be
exercisable under the Purchase Plan and to the option price. No
fractional shares will be issued or optioned in making any such
adjustment.
TERMINATION AND AMENDMENT OF THE PURCHASE PLAN. The Board
of Directors at any time may amend or terminate the Purchase Plan.
Federal Income Tax Consequences
- --------------------------------
Contributions withheld from a participant's compensation
through payroll deductions are taxable income to the participant and the
participant's cash contributions to the Purchase Plan are deductible by
the Company. A participant will not recognize income at the time of the
purchase of shares of Stock under the Purchase Plan but will obtain a
basis in the shares of Stock so purchased equal to the price paid. A
participant will be taxed only when he or she disposes of the Stock to the
extent of the difference between the amount realized on the disposition
and the price paid by the participant for the shares of the Stock. The
character of the income tax consequences, short- or long-term capital
gain or loss, will depend upon the length of time the participant has held
the Stock.
If a participant dies while owning shares of Stock, the
participant's estate will be subject to certain holding period requirements.
Stockholder Approval
- --------------------
The Purchase Plan provides that the shareholders will approve
the Purchase Plan within 12 months after its adoption by the Board of
Directors of the Company. Stockholder approval is a condition to qualify
the Purchase Plan under Section 423 of the Internal Revenue Code. If
the shareholders do not approve the Purchase Plan, the Purchase Plan
and all outstanding options issued thereunder will be void and have no
affect.
Approval of the Purchase Plan requires an affirmative vote of
the holders of at least a majority of the outstanding shares of the Stock
of the Company present, or represented and entitled to vote, at the
Annual Meeting.
SHAREHOLDER PROPOSALS
Any proposal which an eligible shareholder wishes to have
presented at the next annual meeting of shareholders, expected to be
held in January, 1997, must be received at the main office of the
Company, 1703 Gloucester Street, Brunswick, Georgia 31520, no later
than September 1, 1996. If such proposal is in compliance with all of
the requirements of Rule 14a-8 of the Securities Exchange Act of 1934,
as amended, it will be included in the Proxy Statement and set forth on
the form of proxy issued for the next annual meeting of shareholders. It
is suggested that any such proposals be sent by certified mail, return
receipt requested.
ACCOUNTING MATTERS
KPMG Peat Marwick, LLP, Atlanta, Georgia, independent public
accountants, audited the financial statements of and provided various
services to the Company and the Bank as of and for the year ended
September 30, 1995. A representative of KPMG Peat Marwick LLP is
expected to be present at the meeting to respond to any appropriate
questions and to make a statement if the representative desires to do
so.
OTHER MATTERS
The Board of Directors of the Company knows of no other
matters which may be brought before the Annual Meeting. If, however,
any matter other than the election of directors, ratification of the
appointment of the auditors, approval of the benefit plans, or any
matters incident thereto should properly come before the Annual
Meeting, votes will be cast pursuant to the proxies in accordance with
the best judgment of the proxy holders.
EXPENSES AND SOLICITATION OF PROXIES
All expenses of the proxy solicitation will be paid directly or
indirectly by the Company. In addition to solicitation by mail, certain
directors, officers and regular employees of the Company and the Bank
may solicit proxies by telephone, telegram or personal interview for
which they will receive no compensation in addition to their regular
salaries. The Company may request brokerage houses and custodians,
nominees and fiduciaries to forward soliciting material to the beneficial
owners of the Stock held of record by such persons, and if requested will
reimburse them for their reasonable out-of-pocket expenses in
connection therewith.
AVAILABLE INFORMATION
Shareholders may obtain, without charge, a copy of the 1995 Annual
Report on Form 10-KSB of the Company. Written requests should be
addressed to:
G. F. Coolidge, III
First Georgia Holding, Inc.
P.O. Box 2257
Brunswick, GA 31521
<PAGE>
APPENDIX A:
FIRST GEORGIA HOLDING, INC.
1995 STOCK INCENTIVE PLAN
TABLE OF CONTENTS
Page
DEFINITIONS 2
"Board of Directors\ 2
"Cause\ 2
"Change in Control\ 2
"Code\ 2
"Committee\ 2
"Company\ 2
"Disability\ 2
"Fair Market Value\ 3
"Option\ 3
"Option Agreement\ 3
"Over 10% Owner\ 3
"Participant\ 3
"Plan\ 3
"Stock\ 3
"Subsidiary\ 3
"Termination of Employment\ 3
THE PLAN 3
Purpose of the Plan 3
Stock Subject to the Plan 3
Administration of the Plan 4
Eligibility and Limits 4
TERMS OF OPTIONS 4
Terms and Conditions of Options 4
Option Price 5
Option Term 5
Payment 5
Conditions to the Exercise of an Option 5
Special Provisions for Certain Substitute Options 5
Treatment of Awards Upon Termination of Employment 5
GENERAL PROVISIONS 6
Changes in Capitalization; Merger; Liquidation. 6
Right to Terminate Services. 6
Restrictions on Delivery and Sale of Shares; Legends. 6
Nonalienation of Benefits. 6
Termination and Amendment of the Plan. 7
Choice of Law. 7
Effective Date of Plan. 7
Term. Unless terminated by the Board of Directors
as of any earlier date, the Plan shall expire on the
tenth anniversary of the Plan's effective date. 8
<PAGE>
DEFINITIONS
Whenever used herein, the masculine pronoun shall be deemed to
include the feminine, and the singular to include the plural, unless the
context clearly indicates otherwise, and the following capitalized words and
phrases are used herein with the meaning thereafter ascribed:
BOARD OF DIRECTORS means the board of directors of the
Company.
CAUSE has the same meaning as provided in the
employment agreement between the Participant and the Company or, if
applicable, any affiliate of the Company on the date of Termination of
Employment, or if no such definition or employment agreement exists,
"Cause" means conduct amounting to (i) fraud or dishonesty against the
employer, (ii) Participant's willful misconduct, repeated refusal to follow the
reasonable directions of the board of directors of the employer or knowing
violation of law in the course of performance of the duties of Participant's
employment with the employer, (iii) repeated absences from work without a
reasonable excuse, (iv) intoxication with alcohol or drugs while on the
employer's premises during regular business hours, (v) a conviction or plea
of guilty or nolo contendere to a felony or a crime involving dishonesty, or
(vi) a material breach or violation of the terms of any employment or other
agreement to which Participant and the employer are party.
CHANGE IN CONTROL means a change of control of the
Company that shall be deemed to have occurred if and when, without the
approval of the Board of Directors prior to the occurrence:
there occurs the acquisition by any person or persons
acting in concert of the Company's then outstanding voting securities if, after
the transaction, the acquiring person (or persons) owns, controls or holds
with power to vote twenty-five percent (25%) or more of any class of voting
securities of the Company or such other transaction as may be described
under 12 C.F.R. Section 225.41(b)(1) or any successor thereto;
within any twelve-month period (beginning on or after the
effective date of the Plan) the persons who were directors of the Company
immediately before the beginning of such twelve-month period (the
"Incumbent Directors") shall cease to constitute at least a majority of the
Board of Directors; provided that any director who was not a director as of
the effective date of the Plan shall be deemed to be an Incumbent Director if
that director was elected to the Board of Directors by, or on the
recommendation of or with the approval of, at least two-thirds of the directors
who then qualified as Incumbent Directors; and provided further that no
director whose initial assumption of office is in connection with an actual or
threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Securities Exchange Act of 1934)
relating to the election of directors of the Company shall be deemed to be an
Incumbent Director;
there occurs the approval by the stockholders of the
Company of a reorganization, merger or consolidation, with respect to which
persons who were the stockholders of the Company immediately prior to
such reorganization, merger or consolidation do not, immediately thereafter,
own more than fifty percent (50%) of the combined voting power entitled to
vote in the election of directors of the reorganized, merged or consolidated
company's then outstanding voting securities; or
there occurs the sale, transfer or assignment of all or
substantially all of the assets of the Company and its subsidiaries to any third
party.
CODE means the Internal Revenue Code of 1986, as
amended, and the rules and regulations promulgated thereunder.
COMMITTEE means a committee composed of members of
the Board of Directors appointed by the Board of Directors to administer the
Plan.
COMPANY means First Georgia Holding, Inc., a Georgia
corporation.
DISABILITY means that condition described in Code Section
22(e)(3), as amended from time to time. In the event of a dispute, the
determination of Disability shall be made by the Committee and shall be
supported by advice of a physician competent in the area to which such
Disability relates.
<PAGE>
FAIR MARKET VALUE with regard to a date means the closing
price at which shares of Stock shall have been sold on the last trading date
prior to that date as reported by a national securities exchange selected by
the Committee on which the shares of Stock are then actively traded and
published in The Wall Street Journal. If, at the time of the determination of
Fair Market Value, the shares of Stock are not actively traded on any
exchange described above but are traded over the counter, Fair Market
Value shall be the arithmetic mean of the bid and asked prices for the shares
of Stock on the last trading date within a reasonable period prior to that date
as reported by a national securities exchange or other service selected by
the Committee. If the shares of Stock are not traded on any market or
traded over the counter, Fair Market Value means the fair market value of a
share of Stock as determined by the Committee taking into account such
facts and circumstances deemed to be material by the Committee to the
value of the Stock in the hands of the Participant, determined by the
Committee without regard to any restriction other than a restriction which, by
its terms, will never lapse. Fair Market Value as determined by the
Committee shall be final, binding and conclusive upon each Participant.
Notwithstanding the foregoing, other than for the purpose of determining the
Exercise Price of an Option, Fair Market Value of the shares of Stock may
be determined by the Committee by reference to the average market value
determined over a period certain or as of specified dates, to a tender offer
price for the shares of Stock (if settlement of an award is triggered by such
an event) or to any other reasonable measure of fair market value.
OPTION means an incentive stock option, but includes any
option granted under the Plan that is treated as a nonqualified stock option
pursuant to Section 2.4.
OPTION AGREEMENT means a written agreement between
the Company and a Participant or other documentation evidencing an award
of an Option.
OVER 10% OWNER means an individual who at any time an
incentive stock option is granted owns Stock possessing more than ten
percent (10%) of the total combined voting power of the Company or one of
its Subsidiaries, determined applying the attribution rules of Code Section
424(d).
PARTICIPANT means an individual who receives an Option
hereunder.
PLAN means the First Georgia Holding, Inc. 1995 Stock
Incentive Plan.
STOCK means the Company's common stock $1.00 par
value.
SUBSIDIARY means, with respect to the Company, any
subsidiary corporation within the meaning of Code Section 424(f).
TERMINATION OF EMPLOYMENT means the termination of the
employee-employer relationship between a Participant and the Company
and its Subsidiaries, regardless of the fact that severance or similar
payments are made to the Participant for any reason, including, but not by
way of limitation, a termination by resignation, discharge, death, Disability or
retirement. The Committee shall, in its absolute discretion, determine the
effect of all matters and questions relating to a Termination of Employment,
including, but not by way of limitation, the question of whether a leave of
absence constitutes a Termination of Employment, or whether a Termination
of Employment is for Cause.
THE PLAN
PURPOSE OF THE PLAN. The Plan is intended to (a) provide
incentive to certain officers and key employees of the Company and its
Subsidiaries to stimulate their efforts toward the continued success of the
Company and to operate and manage the business in a manner that will
provide for the long-term growth and profitability of the Company; (b)
encourage stock ownership by certain officers and key employees by
providing them with a means to acquire a proprietary interest in the
Company by acquiring shares of Stock; and (c) provide a means of obtaining
and rewarding key personnel.
STOCK SUBJECT TO THE PLAN. Subject to adjustment in
accordance with Section 4.1, 130,000 shares of Stock (the "Maximum Plan
Shares") are hereby reserved exclusively for issuance pursuant to Options.
At no time shall the Company have outstanding Options and shares of Stock
issued in respect of Options under the Plan in excess of the Maximum Plan
Shares, determined in accordance with Rule 16b-3(a)(1) as promulgated
under the Securities Exchange Act of 1934, as amended from time to time.
<PAGE>
ADMINISTRATION OF THE PLAN. The Plan shall be administered
by the Committee. The Committee shall have full authority in its discretion
to determine the persons to whom Options shall be granted and the terms
and provisions of Options, subject to the Plan. Subject to the provisions of
the Plan, the Committee shall have full and conclusive authority to interpret
the Plan; to prescribe, amend and rescind rules and regulations relating to
the Plan; to determine the terms and provisions of the respective Option
Agreements and to make all other determinations necessary or advisable for
the proper administration of the Plan. The Committee's determinations
under the Plan need not be uniform and may be made by it selectively
among persons who receive, or are eligible to receive, awards under the
Plan (whether or not such persons are similarly situated). The Committee's
decisions shall be final and binding on all Participants.
The Committee shall consist of two or more directors, each of whom
is not, during the one year prior to service as a member of the Committee,
granted or awarded equity securities of the Company or an affiliate pursuant
to the Plan or any other plan of the issuer or an affiliate, except as may be
permitted under Rule 16b-3(c)(2)(i) promulgated under the Securities
Exchange Act of 1934.
ELIGIBILITY AND LIMITS. Options may be granted only to
employees of the Company or any Subsidiary. In addition, in the event the
aggregate Fair Market Value (determined as of the option grant date) of
stock subject to such Options (under all plans of the Company and
Subsidiaries) that first become exercisable during any calendar year by an
amount that exceeds $100,000, then such Options in excess of the limitation
shall not be incentive stock options and, to the extent such Options were
granted pursuant to this Plan, they shall be treated as nonqualified stock
options.
TERMS OF OPTIONS
Terms and Conditions of Options.
- ---------------------------------
The number of shares of Stock as to which an Option shall
be granted shall be determined by the Committee in its sole discretion,
subject to the provisions of Section 2.2 as to the total number of shares
available for grants under the Plan. Notwithstanding the preceding, to the
extent required under Code Section 162(m) and regulations thereunder for
compensation to be treated as qualified performance-based compensation,
the maximum number of shares of Stock with respect to which Options may
be granted during any single fiscal year of the Company to any employee
shall not exceed 100,000.
The date an Option is granted shall be the date on which
the Committee has approved the terms and conditions of the Option and has
determined the recipient of the Option and the number of shares covered by
the Option and has taken all such other action necessary to complete the
grant of the Option.
The Committee may provide in any Option Agreement (or
subsequent to the award of an Option but prior to its expiration or
cancellation, as the case may be) that, in the event of a Change in Control,
the Option shall or may be cashed out on the basis of any price not greater
than the highest price paid for a share of Stock in any transaction reported
by any national securities exchange selected by the Committee on which the
shares of Stock are then actively traded during a specified period
immediately preceding or including the date of the Change in Control (or if
the shares of Stock are not then actively traded on any market, any price not
greater than the highest price paid for a share of Stock in any other
transaction) or offered for a share of Stock in any tender offer occurring
during a specified period immediately preceding or including the date the
tender offer commences; provided that, in no case shall any such specified
period exceed one (1) year (the "Change in Control Price"). For purposes of
this Subsection, Options shall be cashed out on the basis of the excess, if
any, of the Change in Control Price over the Exercise Price with or without
regard to whether the Option may otherwise be exercisable only in part.
Options shall not be transferable or assignable except by
will or by the laws of descent and distribution and shall be exercisable, during
the Participant's lifetime, only by the Participant; in the event of the
Disability of the Participant, by the legal representative of the Participant;
or in the event of the death of the Participant, by the personal representative
of the Participant's estate or if no personal representative has been appointed,
by the successor in interest determined under the Participant's will.
<PAGE>
Each Option granted under the Plan shall be evidenced by
an Option Agreement in such form and containing such terms, conditions
and restrictions as the Committee may determine is appropriate, which shall
specify, at a minimum, the number of shares of Stock subject to the grant,
the option price and the option term. Each Option Agreement shall be
subject to the terms of the Plan and any provision contained in the Option
Agreement that is inconsistent with the Plan shall be null and void.
OPTION PRICE. Subject to adjustment in accordance with
Section 4.2 and the other provisions of this Section 3, the exercise price (the
"Exercise Price") per share of Stock purchasable under any Option shall be
as set forth in the applicable Option Agreement and shall in no event be less
than the Fair Market Value of a share of Stock. With respect to an Option
grant to an Over 10% Owner, the Exercise Price shall in no event be less
than 110% of Fair Market Value of a share of Stock on the date the Option is
granted.
OPTION TERM. The term of an Option shall be as specified
in the applicable Option Agreement and shall expire no later than ten (10)
years from the date of grant; provided, however, that with respect to an
Option grant to an Over 10% Owner, the term of the Option shall expire no
later than five (5) years from the date of grant. In addition, the applicable
Option Agreement shall provide that, in the event of a Termination of
Employment, the then unexpired portion of the Option shall terminate no
later than the expiration of three (3) months after the date of Termination of
Employment; provided, however, that in the case of a Participant whose
Termination of Employment is due to death or Disability, a period of up to
one (1) year may be substituted for the three (3) month period.
PAYMENT. Payment for all shares of Stock purchased
pursuant to exercise of an Option shall be made in any form or manner
authorized by the Committee in the Option Agreement or by amendment
thereto, including, but not limited to, cash or, if the Option Agreement
provides, (i) by delivery to the Company of a number of shares of Stock
which have been owned by the holder for at least six (6) months prior to the
date of exercise having an aggregate Fair Market Value of not less than the
product of the Exercise Price multiplied by the number of shares the
Participant intends to purchase upon exercise of the Option on the date of
delivery; (ii) in a cashless exercise through a broker; or (iii) by having a
number of shares of Stock withheld, the Fair Market Value of which as of the
date of exercise is sufficient to satisfy the Exercise Price. In its
discretion, the Committee also may authorize (at the time an Option is granted
or thereafter) Company financing to assist the Participant as to payment of the
Exercise Price on such terms as may be offered by the Committee in its
discretion. If an Option Agreement so provides, the Participant may be
granted a new Option to purchase a number of shares of Stock equal to the
number of previously owned shares of Stock tendered in payment of the
Exercise Price for each share of Stock purchased pursuant to the terms of
the Option Agreement. Payment shall be made at the time that the Option
or any part thereof is exercised, and no shares shall be issued or delivered
upon exercise of an Option until full payment has been made by the
Participant. The holder of an Option, as such, shall have none of the rights
of a stockholder.
CONDITIONS TO THE EXERCISE OF AN OPTION. Each Option
granted under the Plan shall be exercisable by whom, at such time or times,
or upon the occurrence of such event or events, and in such amounts, as the
Committee shall specify in the Option Agreement; provided, however,
except as otherwise provided by the Plan, that subsequent to the grant of an
Option, the Committee, at any time before its expiration or cancellation, may
accelerate the time or times at which such Option may be exercised in whole
or in part, including, without limitation, upon a Change in Control and may
permit the Participant or any other designated person to exercise the Option,
or any portion thereof, for all or part of the remaining Option term
notwithstanding any provision of the Option Agreement to the contrary.
SPECIAL PROVISIONS FOR CERTAIN SUBSTITUTE OPTIONS.
Notwithstanding anything to the contrary in this Section 3, any Option issued
in substitution for an Option previously issued by another entity, which
substitution occurs in connection with a transaction to which Code
Section 424(a) is applicable, may provide for an exercise price computed in
accordance with such Code Section and the regulations thereunder and may
contain such other terms and conditions as the Committee may prescribe to
cause such substitute Option to contain as nearly as possible the same
terms and conditions (including the applicable vesting and termination
provisions) as those contained in the previously issued Option being
replaced thereby.
TREATMENT OF AWARDS UPON TERMINATION OF EMPLOYMENT.
Any award under this Plan to a Participant who suffers a Termination of
Employment may be cancelled, accelerated, paid or continued, as provided
in the applicable Option Agreement or, in the absence of such provision, as
the Committee may determine thereafter. The portion of any award
exercisable in the event of continuation or the amount of any payment due
under a continued award may be adjusted by the Committee to reflect the
Participant's period of service from the date of grant through the date of the
Participant's Termination of Employment or such other factors as the
Committee determines are relevant to its decision to adjust the award.
<PAGE>
GENERAL PROVISIONS
Changes in Capitalization; Merger; Liquidation.
-----------------------------------------------
The number of shares of Stock reserved for the grant of
Options; the number of shares of Stock reserved for issuance upon the
exercise of each outstanding Option; and the Exercise Price of each
outstanding Option shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Stock resulting from a
subdivision or combination of shares or the payment of a stock dividend in
shares of such Stock to holders of outstanding shares of such Stock or any
other increase or decrease in the number of shares of such Stock
outstanding effected without receipt of consideration by the Company.
In the event of a merger, consolidation or other
reorganization of the Company or tender offer for shares of Stock, including
a Change in Control, the Committee may make such adjustments with
respect to Options and take such other action as it deems necessary or
appropriate to reflect or in anticipation of such merger, consolidation,
reorganization or tender offer, including, without limitation, the substitution
of new Options, the acceleration of Options, the early expiration of Options,
the removal of restrictions on outstanding Options or the cash-out of the
Options, in cash or in kind, based upon the Change in Control Price or, for
events other than a Change in Control, the Fair Market Value of the Stock
determined as of a date within thirty (30) days immediately prior to the
transaction, as provided in the applicable Option Agreement or, if not
expressly addressed therein, as the Committee subsequently may determine
in the event of any such merger, consolidation or other reorganization or
tender offer.
The existence of the Plan and the Options granted pursuant
to the Plan shall not affect in any way the right or power of the Company to
make or authorize any adjustment, reclassification, reorganization or other
change in its capital or business structure, any merger or consolidation of the
Company, any issue of debt or equity securities having preferences or
priorities as to the Stock or the rights thereof, the dissolution or liquidation
of the Company, any sale or transfer of all or any part of its business or
assets, or any other corporate act or proceeding. Any adjustment pursuant to
this Section 4.1 may provide, in the Committee's discretion, for the elimination
without payment therefor of any fractional shares that might otherwise
become subject to any Option.
RIGHT TO TERMINATE SERVICES. Nothing in the Plan or in any
Option shall confer upon any Participant the right to continue as an
employee, officer, consultant or a member of the Board of Directors of the
Company or any of its affiliates or affect the right of the Company or any of
its affiliates to terminate the Participant's relationship with the Company or
any of its affiliates at any time.
RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS.
Each Option is subject to the condition that if at any time the Committee, in
its discretion, shall determine that the listing, registration or qualification
of the shares covered by such Option upon any securities exchange or under
any state or federal law is necessary or desirable as a condition of or in
connection with the granting of such Option or the purchase or delivery of
shares thereunder, the delivery of any or all shares pursuant to such Option
may be withheld unless and until such listing, registration or qualification
shall have been effected. If a registration statement is not in effect under
the Securities Act of 1933 or any applicable state securities laws with respect
to the shares of Stock purchasable or otherwise deliverable under Options then
outstanding, the Committee may require, as a condition of exercise of any
Option or as a condition to any other delivery of such Stock pursuant to an
Option, that the Participant or other recipient of an Option represent, in
writing, that the shares received pursuant to the Option are being acquired
for investment and not with a view to distribution and agree that the shares
will not be disposed of except pursuant to an effective registration statement,
unless the Company shall have received an opinion of counsel that such
disposition is exempt from such requirement under the Securities Act of
1933 and any applicable state securities laws. The Company may include
on certificates representing shares delivered pursuant to an Option such
legends referring to the foregoing representations or restrictions or any other
applicable restrictions on resale as the Company, in its discretion, shall
deem appropriate.
NONALIENATION OF BENEFITS. Other than as specifically
provided with regard to the death of a Participant, no benefit under the Plan
shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge; and any attempt to do so shall
be void. No such benefit shall, prior to receipt by the Participant, be in any
manner liable for or subject to the debts, contracts, liabilities, engagements
or torts of the Participant.
<PAGE>
TERMINATION AND AMENDMENT OF THE PLAN. The Board of
Directors at any time may amend or terminate the Plan without stockholder
approval; provided, however, that the Board of Directors may condition any
amendment on the approval of stockholders of the Company if such
approval is necessary or advisable with respect to tax, securities or other
applicable laws. No such termination or amendment without the consent of
the holder of an Option shall adversely affect the rights of the Participant
under such Option.
CHOICE OF LAW. The laws of the State of Georgia shall
govern the Plan, to the extent not preempted by federal law.
EFFECTIVE DATE OF THE PLAN. The Plan shall become effective
upon the date the Plan is approved by the Board of Directors of the
Company; provided, however, that the grant of any Option prior to
stockholder approval shall be conditioned upon receipt of subsequent
stockholder approval within twelve months of the Plan's effective date.
<PAGE>
TERM. Unless terminated by the Board of Directors as of any earlier date,
the Plan shall expire on the tenth anniversary of the Plan's effective date.
FIRST GEORGIA HOLDING, INC.
By: HENRY S. BISHOP
Title: PRESIDENT / C.E.O.
ATTEST: ELI D. MULLIS
______________________________
[CORPORATE SEAL]
<PAGE>
APPENDIX B:
FIRST GEORGIA HOLDING, INC.
EMPLOYEE STOCK PURCHASE PLAN
<PAGE>
FIRST GEORGIA HOLDING, INC.
EMPLOYEE STOCK PURCHASE PLAN
PURPOSE. The purpose of the First Georgia Holding, Inc. Employee
Stock Purchase Plan (the "Plan") is to provide employees of First Georgia
Holding, Inc. (the "Company") and its subsidiary corporations ("Subsidiaries")
within the meaning of Section 424(f) of the Internal Revenue Code of 1986,
as amended (the "Code") with an opportunity to be compensated through the
benefits of stock ownership and to acquire an interest in the Company
through the purchase of common stock, $1.00 par value per share, of the
Company ("Common Stock"). The Company intends the Plan to qualify as
an employee stock purchase plan under Code Section 423. Accordingly, the
provisions of the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of Code Section
423.
DEFINITIONS.
"Compensation" means the base pay paid to an
Employee by the Company or, where applicable, a designated
Subsidiary with respect to an Offering Period (defined below).
Bonuses and commissions shall be treated as Compensation
pursuant to such rules as may be determined from time to time by
the Committee (as defined below).
"Employee" means any person, including an
officer, who is customarily employed for more than 20 hours per
week and for more than five months during any calendar year, and
is having payroll taxes withheld from Compensation on a regular
basis by the Company, by First Georgia Bank, F.S.B. or by any
other Subsidiary of the Company designated from time to time by
the Company's Board of Directors.
ELIGIBILITY.
Any Employee who has been employed for more
than six consecutive months before the Beginning Date (defined
below) in an Offering Period shall be eligible to participate in the
Plan for that Offering Period.
No Employee shall be granted an option if,
immediately after the grant that Employee would own shares, or
hold outstanding options to purchase shares, or both, possessing
five percent (5%) or more of the total combined voting power or
value of all classes of shares of the Company or any Subsidiaries.
A person shall cease to be a participant upon the
earliest to occur of:
the date of a withdrawal under Paragraph
10(a) or (b) below; or
the date of a termination of employment
from the Company and all Subsidiaries, for any reason,
before the last day of the Offering Period then in effect.
OFFERING PERIOD. Offering Periods shall mean successive
periods the first of which commences September 1, 1995 and ends
September 30, 1995 and each calendar month thereafter until the Plan is
otherwise amended or terminated. Each Offering Period will begin on the
first day of that period (the "Beginning Date") and end on the last day of that
month (the "Exercise Date"). The Company will send to each eligible
Employee on a monthly basis an authorization notice (the "Authorization")
advising the Employee of his or her right to participate in the Plan for the
ensuing Offering Period.
PARTICIPATION. An eligible Employee may become a
participant for an Offering Period by completing the Authorization and
delivering same to the Committee ten (10) days prior to the appropriate
Beginning Date (except, with respect to the first Beginning Date, such later
date as is administratively feasible). All Employees granted options under
the Plan shall have the same rights and privileges, except that the amount of
Common Stock which may be purchased under such options may vary in a
uniform manner according to Compensation.
<PAGE>
METHOD OF PAYMENT. A participant may contribute to the Plan
through payroll deductions, as follows:
A participant shall elect on an Authorization to
have deductions made from the participant's Compensation for
each payroll period during the Offering Period at a rate which,
expressed as a percentage, shall be at least two percent (2%), but
not in excess of ten percent (10%), of the participant's
Compensation.
All payroll deductions made for a participant shall
be credited to the participant's account under the Plan. All payroll
deductions made from participants' Compensation shall be
commingled with the general assets of the Company and no
separate fund shall be established. Participants' accounts are solely
for bookkeeping purposes and the Company shall not be obligated
to pay interest on any payroll deductions credited to participants'
accounts.
Payroll deductions for a participant shall
commence on the first payday coinciding with or following the
Beginning Date of each Offering Period and shall end with the last
payday preceding or coinciding with the Exercise Date for that
Offering Period, unless the participant sooner effects a withdrawal
from the Plan as authorized under Paragraph 10 below.
A participant may not alter the rate of payroll
deductions during the Offering Period; however, an existing
participant may change the rate of payroll deductions effective for
the immediately succeeding Offering Period by filing a revised
Authorization within the same deadline as applies to new
participants for that Offering Period.
GRANTING OF OPTION.
As of the first day of each Offering Period, a
participant shall be granted an option for a number of shares of
Common Stock, subject to the adjustments provided for in
Paragraph 11(a) below, determined according to the following
procedure:
Step 1 - Determine the amount of the participant payroll deductions during
the Offering Period;
Step 2 - Determine the amount which represents 85% of the lower of fair
market value of a share of Common Stock on the (I) Beginning Date,
or (II) Exercise Date; and
Step 3 - Divide the amount determined in Step 1 by the amount determined in
Step 2 and round down the quotient to the nearest whole number.
For each Offering Period, the option price of
shares of Common Stock to be purchased with a participant's
payroll deductions shall be the lower of (i) 85% of the fair market
value of the shares on the Beginning Date, or (ii) 85% of the fair
market value of the shares on the Exercise Date.
Notwithstanding the foregoing, no participant shall
be granted an option which permits that participant's rights to
purchase shares under all employee stock purchase plans of the
Company and its Subsidiaries to accrue at a rate which exceeds
$25,000 of the fair market value of the shares (determined at the
time the option is granted) for each calendar year in which such
option is outstanding at any time.
For purposes of the immediately preceding
Subparagraph, the fair market value of a share of Common Stock
on the Beginning Date and the Exercise Date as of each such date,
or the most immediately preceding business day with respect to
which the information required in the following clauses is available,
shall be determined as follows: (i) if the Common Stock is traded
on a national securities exchange, the closing sale price on that
date; (ii) if the Common Stock is not traded on any such exchange,
the closing sale price as reported by the National Association of
Securities Dealers, Inc. Automated Quotation Systems
("NASDAQ"); (iii) if no such closing sale price information is
available, the average of the closing bid and asked prices as
reported by NASDAQ; or (iv) if there are no such closing bid and
asked prices, the average of the closing bid and asked prices as
reported by any other commercial service.
<PAGE>
EXERCISE OF OPTION. Unless a timely withdrawal has been
effected pursuant to Paragraph 10 below, a participant's option for the
purchase of shares of Common Stock during an Offering Period will be
automatically exercised on the Exercise Date for that Offering Period for the
purchase of the maximum number of full shares which the sum of the payroll
deductions credited to the participant's account on that Exercise Date can
purchase at the option price.
DELIVERY. As soon as administratively feasible after each
Exercise Date, the Company shall deliver to each participant or, in the
alternative, to a custodian designated by the Committee, the shares of
Common Stock purchased upon the exercise of the option. In the event of
the delivery of a participant's shares of Common Stock to a custodian
designated by the Committee, the participant may elect at any time
thereafter to have such shares delivered to the participant or to an account
established by the participant with any brokerage firm. The disposition of
any payroll deductions credited to a participant's account during the Offering
Period not used for the purchase of shares (the "Cash Excess") shall be as
follows:
If the participant has elected to withdraw from the
Plan as of the end of the Offering Period, the Company shall deliver
the Cash Excess to the participant.
If the participant has not elected to withdraw from
the Plan as of the end of the Offering Period, the Cash Excess shall
be applied to the purchase of shares of Common Stock in the
immediately succeeding Offering Period.
WITHDRAWAL.
A participant will be deemed to have elected to
participate in each subsequent Offering Period following his or her
initial election to participate in the Plan, unless a written withdrawal
notice is filed with the Company at least ten days prior to the
Beginning Date for an immediately succeeding Offering Period as
of which the participant desires to withdraw from the Plan.
A participant may withdraw from the Plan during
an Offering Period by requesting that all, but not less than all,
payroll deductions credited to his account for the Offering Period be
paid to him by delivering a written notice to the Committee at least
ten days prior to the Exercise Date; provided further, that a
participant who for any reason, including retirement, termination of
employment or death, ceases to be an eligible Employee prior to
the Exercise Date during any Offering Period will be deemed to
have requested a withdrawal of his payroll deductions as of the date
of retirement, termination of employment or death.
Upon the withdrawal of a participant from the Plan
under the terms of this Paragraph during an Offering Period, the
participant's outstanding options under this Plan shall immediately
terminate.
In the event a participant withdraws from the Plan
under this Paragraph during an Offering Period, all payroll
deductions credited to the participant's account will be paid to the
participant or, in the event of death, to the person or persons entitled
thereto under the terms of Paragraph 13, as soon as
administratively feasible after the date of the participant's
withdrawal.
A participant who has elected to withdraw from the
Plan may resume participation in the same manner and pursuant to
the same rules as any eligible Employee making an initial election
to participate in the Plan; provided, however, that any participant
who is subject to the reporting requirements of Section 16 of the
Securities Exchange Act of 1934 (a "Reporting Person") and who
withdraws from the Plan for any reason shall not be permitted to
resume participation any earlier than the Beginning Date which is
more than six (6) months after the effective date of the participant's
withdrawal; provided further, however, that a Reporting Person may
be allowed to resume participation without regard to the six-month
wait requirement if such a requirement is then no longer necessary
to qualify transactions under the Plan as exempt within the meaning
of Rule 16b-3, as promulgated under the Securities Exchange Act
of 1934.
<PAGE>
STOCK.
The maximum number of shares of Common
Stock to be sold to participants under the Plan shall be Twenty-Five
Thousand (25,000) shares, subject to adjustment upon changes in
capitalization of the Company as provided in Paragraph 15 below.
The shares of Common Stock to be sold to participants under the
Plan may, at the election of the Company, include either treasury
shares or shares originally issued for such purpose. If the total
number of shares of Common Stock then available under the Plan
for which options are to be exercised in accordance with Paragraph
8 exceeds the number of such shares then available under the Plan,
the Company shall make a pro rata allocation of the shares
available in as nearly a uniform manner as shall be practicable and
as it shall determine to be equitable. If an option expires or
terminates for any reason without being exercised in full, the
unpurchased shares subject to the option shall again be available
for purposes of the Plan.
A participant will have no interest in shares of
Common Stock covered by his or her option until such option has
been exercised.
Shares to be delivered to a participant under the
Plan will be registered in the name of the participant, or, if the
participant so directs, by written notice to the Company prior to the
Exercise Date, in the names of the participant and one other person
designated by the participant, as joint tenants with rights of
survivorship, to the extent permitted by applicable law.
Shares of Common Stock purchased under the
terms of the Plan by a participant who is a Reporting Person may
not be sold prior to the expiration of six (6) months from the
Exercise Date upon which such shares were purchased except in
the event of the participant's disability, as determined by the
Committee, or death.
ADMINISTRATION. The Plan shall be administered by a
committee (the "Committee") which shall consist of not less than two
members of the Company's Board of Directors or may be comprised of the
membership of any standing committee of the Company's Board of
Directors. The Board of Directors of the Company shall determine the
composition of the Committee and may at any time and from time to time
remove members from, or add members to, the Committee, or to fill
vacancies. The Committee shall be vested with full authority to make,
administer and interpret such rules and regulations as it deems necessary to
administer the Plan, and any determination or action of the Committee in
connection with the interpretation or administration of the Plan shall be final
and binding upon all participants and any and all persons claiming under or
through any participant.
DESIGNATION OF BENEFICIARY.
A participant may file with the Committee a written
designation of a beneficiary who is to receive any cash to his or her
credit under the Plan in the event of the participant's death before
an Exercise Date, or any shares of Common Stock and cash to his
or her credit under the Plan in the event of the participant's death on
or after an Exercise Date but prior to the delivery of such shares and
cash. A beneficiary may be changed by the participant at any time
by notice in writing to the Committee.
Upon the death of a participant and upon receipt
by the Company of proof of the identity and existence at the time of
the participant's death of a beneficiary designated by the participant
in accordance with the immediately preceding Subparagraph, the
Company shall deliver such shares or cash, or both, to the
beneficiary. In the event a participant dies and is not survived by a
then living or in existence beneficiary designated by him in
accordance with the immediately preceding Subparagraph, the
Company shall deliver such shares or cash, or both, to the personal
representative of the estate of the deceased participant. If to the
knowledge of the Company no personal representative has been
appointed within ninety (90) days following the date of the
participant's death, the Company, in its discretion, may deliver such
shares or cash, or both, to the surviving spouse of the deceased
participant, or to any one or more dependents or relatives of the
deceased participant, or if no spouse, dependent or relative is
known to the Company then to such other person as the Company
may designate.
<PAGE>
No designated beneficiary shall, prior to the death
of the participant by whom the beneficiary has been designated,
acquire any interest in the shares or cash credited to the participant
under the Plan.
TRANSFERABILITY. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way by the participant. Any attempted
assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw
funds in accordance with Paragraph 10 above.
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the
event that the outstanding shares of Common Stock of the Company are
hereafter increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the Company by
reason of a recapitalization, reclassification, stock split, combination of
shares or dividend payable in shares of Common Stock, an appropriate
adjustment shall be made by the Committee to the number and kind of
shares available for the granting of options, or as to which outstanding
options shall be exercisable, and to the option price. No fractional shares
shall be issued or optioned in making any such adjustments. All adjustments
made by the Committee under this paragraph shall be conclusive.
Subject to any required action by the shareholders, if the Company
shall be a party to any reorganization involving merger, consolidation,
acquisition of the stock or acquisition of the assets of the Company, the
Committee in its discretion (a) may declare the Plan's termination in the
same manner as if the Board of Directors had terminated the Plan pursuant
to Paragraph 16 below, or (b) may declare that any option granted hereunder
shall pertain to and apply with appropriate adjustment as determined by the
Committee to the securities of the resulting corporation to which a holder of
the number of shares of Common Stock subject to the option would have
been entitled.
Any issue by the Company of any class of preferred stock, or
securities convertible into shares of common or preferred stock of any class,
shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number or option price of shares of Common Stock subject to
any option except as specifically provided otherwise in this Paragraph 15.
The grant of an option pursuant to the Plan shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.
AMENDMENT OR TERMINATION.
The Board of Directors of the Company may at
any time terminate or amend the Plan. The balances credited to
participants' accounts as of the date of any Plan terminated shall be
refunded to those participants as soon as administratively feasible
following the effective date of the Plan's termination.
Prior approval of the shareholders of the Company
shall be required with respect to any amendment which would
require the sale of more shares than are authorized under
Paragraph 11 of the Plan.
If necessary under Rule 16b-3 or any successor
thereto promulgated under the Securities Exchange Act of 1934 or
by the Code, prior approval of the shareholders of the Company
shall be required with respect to any Plan amendment.
NOTICES. All notices or other communications by a
participant to the Committee under or in connection with the Plan shall be
deemed to have been duly given when received by the Secretary of the
Company or when received in the form specified by the Company at the
location, or by the person, designated by the Company for the receipt
thereof.
NO CONTRACT. This Plan shall not be deemed to constitute
a contract between the Company or any Subsidiary and any eligible
Employee or to be a consideration or an inducement for the employment of
any Employee. Nothing contained in this Plan shall be deemed to give any
Employee the right to be retained in the service of the Company or any
Subsidiary or to interfere with the right of the Company or any Subsidiary to
discharge any Employee at any time regardless of the effect which such
discharge shall have upon him or her or as a participant of the Plan.
<PAGE>
WAIVER. No liability whatever shall attach to or be incurred
by any past, present or future shareholders, officers or directors, as such, of
the Company or any Subsidiary, under or by reason of any of the terms,
conditions or agreements contained in this Plan or implied therefrom, and
any and all liabilities of, and any and all rights and claims against, the
Company or any Subsidiary, or any shareholder, officer or director as such,
whether arising at common law or in equity or created by statute or
constitution or otherwise, pertaining to this Plan, are hereby expressly
waived and released by every eligible Employee as a part of the
consideration for any benefits by the Company under this Plan.
APPROVAL OF SHAREHOLDERS. The Plan shall be submitted
to the shareholders of the Company for their approval within twelve (12)
months after the adoption of the Plan by the Board of Directors of the
Company. The Plan is conditioned upon the approval of the shareholders of
the Company, and failure to receive their approval shall render the Plan and
all outstanding options issued thereunder void and of no effect.
IN WITNESS WHEREOF, the Company has caused this Plan to be
executed as of this 17th day of July, 1995.
FIRST GEORGIA HOLDING, INC.
By: HENRY S. BISHOP
Henry S. Bishop
Attest: ELI D. MULLIS
