SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995.
OR
TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission File No. 33-19735-A
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
(Exact name of small business issuer as specified in its charter)
Georgia 58-1756713
(State of Incorporation) (I.R.S. Employer Identification No.)
200 Plantation Chase, St. Simons Island, Georgia 31522
(Address of Principal Executive Offices)
(912) 638-0667
(Issuer's Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
Check whether the issuer (1) filed all reports required to be filed by
section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the issuer was required
to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common equity as of the latest
practicable date.
Common Stock, no par value per share: 2,336,982 shares issued and
outstanding as of November 3, 1995, of which 897,230 shares are combined with
a nondetachable Class A Warrant to purchase one additional share of Common
Stock.
Transitional Small Business Disclosure Format: Yes _____ No X
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Golden Isles Financial Holdings, Inc.
St. Simons Island, Georgia
Consolidated Balance Sheets
September 30, December 31,
1995 1994
(Unaudited) (Unaudited)
Cash and due from banks $ 2,653,201 $ 1,822,966
Federal funds sold - - - -
Total cash and cash equivalents $ 2,653,201 $ 1,822,966
Investment securities:
Securities available for sale,
at fair values 6,849,680 6,932,447
Securities held to maturity
(approximate market values of
$3,264,220 (09-30-95) and
$3,939,924 (12-31-94) 3,290,246 4,180,201
Loans, net 58,718,064 45,230,357
Property and equipment, net 3,140,067 1,166,955
Other assets 902,085 1,025,167
Total Assets $75,553,343 $60,358,093
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits
Non-interest bearing deposits $10,459,374 $ 5,522,946
Interest bearing deposits 45,534,621 44,565,734
Total deposits $55,993,995 $50,088,680
Notes payable 6,545,000 3,350,000
Federal funds purchased 1,500,000 1,130,000
Other liabilities 710,597 604,042
Total Liabilities $64,749,592 $55,172,722
Commitments and contingencies
Shareholders' Equity:
Common stock, no par value
15 million shares authorized,
2,265,152 (1995) and 1,367,922
(1994) issued and outstanding $ 1,367,922 $ 1,094,338
Paid-in-capital 9,570,036 4,353,632
Retained earnings (deficit) (119,185) (153,079)
Unrealized (loss) on fair value
of securities available for sale (15,022) (109,520)
Total Shareholders' Equity $10,803,751 $ 5,185,371
Total Liabilities
and Shareholders' Equity $75,553,343 $60,358,093
Refer to notes to the financial statements.
Golden Isles Financial Holdings, Inc.
St. Simons Island, Georgia
Consolidated Income Statements
(Unaudited)
Three Months Ended
September 30,
1995 1994
Interest income $ 1,750,175 $1,291,573
Interest expense 776,275 504,691
Net interest income 973,900 786,882
Provision for possible loan losses 77,959 59,382
Net interest income after provision
for possible loan losses 895,941 727,500
Other income:
Fee income from mortgage subsidiary 137,266 63,302
Gain (loss) on sale of securities - - (15,903)
Other income 125,654 123,624
Total other income 262,920 171,023
Salaries and benefits 551,307 374,976
Depreciation and amortization 41,711 22,746
Regulatory fees and assessments 4,703 21,618
Supplies and printing 64,255 27,888
Legal and professional 41,714 27,073
Advertising 35,990 31,192
Other operating expenses 550,111 284,143
Total operating expenses 1,289,791 789,636
Net income before taxes (130,930) 108,887
Income taxes (59,100) 26,425
Net income/(loss) $ (71,830) $ 82,462
Net income/(loss) per share $ (.03) $ .06
Weighted shares outstanding 2,265,152 1,368,691
Refer to notes to the financial statements.
Golden Isles Financial Holdings, Inc.
St. Simons Island, Georgia
Consolidated Income Statements
(Unaudited)
Nine Months Ended
September 30,
1995 1994
Interest income $5,003,963 $3,201,386
Interest expense 2,297,398 1,242,407
Net interest income 2,706,565 1,958,979
Provision for possible loan losses 233,822 174,790
Net interest income after provision
for possible loan losses 2,472,743 1,784,189
Other income:
Fee income from mortgage subsidiary 288,733 164,244
Gain (loss) on sale of securities - - (32,268)
Other income 319,128 321,306
Total other income 607,861 453,282
Salaries and benefits 1,358,277 954,080
Depreciation and amortization 96,437 61,638
Regulatory fees and assessments 53,823 72,410
Supplies and printing 120,511 81,400
Legal and professional 121,627 79,848
Advertising 77,692 70,440
Other operating expenses 1,075,742 558,243
Total operating expenses 2,904,109 1,878,059
Net income before taxes 176,495 359,412
Income taxes 142,601 171,521
Net income $ 33,894 $ 187,891
Net income per share $ .02 $ .14
Weighted shares outstanding 1,816,537 1,368,691
Refer to notes to the financial statements.
Golden Isles Financial Holdings, Inc.
St. Simons Island, Georgia
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended
September 30,
1995 1994
Cash flows from operating activities: $ 537,061 $ 75,246
Cash flows from Investing Activities:
Purchase of fixed assets (2,069,549) (103,227)
(Increase) in loans (13,723,604) (8,859,308)
Sale of investment securities 1,558,491
Maturity and paydowns
of investment securities 1,478,970 2,305,523
Purchase of investment securities (1,911,437) (3,544,478)
Net cash used in investing activities $(14,667,129) $(10,201,490)
Cash flows from Financing Activities:
Sale of common stock $ 5,489,988 $ - -
Increase in note payable and borrowings 3,565,000 3,983,888
Increase in deposits 5,905,315 6,012,034
Cash provided from financing activities $ 14,960,303 $ 9,995,922
Net increase in cash and cash equivalents $ 830,235 $ (130,322)
Cash and cash equivalents,
beginning of period 1,822,966 2,483,720
Cash and cash equivalents, end of period $ 2,653,201 $ 2,353,398
Golden Isles Financial Holdings, Inc.
St. Simons Island, Georgia
Notes to Financial Statements (Unaudited)
September 30, 1995
Note 1 - Basis of Presentation
The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB. Accordingly, they do
not include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the nine-month period ended September 30, 1995 are not necessarily
indicative of the results that may be expected for the year ending December
31, 1995. For further information, refer to the financial statements and
footnotes thereto included in Form 10-KSB for the year ended December 31,
1994.
Note 2 - Significant Accounting Policies
Basis of Presentation and Reclassification. The consolidated financial
statements include the accounts of both the Company and the subsidiaries. All
intercompany accounts and transactions have been eliminated in consolidation.
Certain prior year amounts have been reclassified, with no effect on net
income, to conform to the current year presentation.
Basis of Accounting. The accounting and reporting policies of the Company
conform to generally accepted accounting principles and to general practices
in the subsidiaries' industries. The Company uses the accrual basis of
accounting by recognizing revenues when they are earned and recognizing
expenses in the period incurred, without regard to the time of receipt or
payment of cash.
Investment Securities. In May, 1993, the Financial Accounting Standards Board
("FASB") issued Statement of Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities" ("SFAS No. 115"). The
Company adopted the provisions of SFAS No. 115 as of December 31, 1993. SFAS
No. 115 requires the reporting of certain securities at fair value except for
those securities which the Company has the positive intent and ability to hold
to maturity. (Prior to the adoption of SFAS No. 115, all investment
securities were carried at amortized cost.) Management determines the
appropriate classification of its investment securities at the time of
purchase and accounts for them as follows:
(i) Held to maturity - The category of securities held to maturity are those
investment securities that management has the intent and the Company has the
ability at the time of purchase to hold until maturity. Securities in this
category are carried at amortized cost adjusted for accretion of discounts and
amortization of premiums using the straight line method over the estimated
life of each security. If a security has a decline in fair value below its
amortized cost that is other than temporary, then the security will be written
down to its new cost basis by recording a loss in the consolidated statements
of income.
(ii) Available for sale - Investment securities to be held for indefinite
periods of time and not intended to be held to maturity are classified as
available for sale. Assets included in this category are those assets that
management intends to use as part of its asset/liability management strategy
and that may be sold in response to changes in interest rates, resultant
prepayment risk and other factors related to interest rate and resultant
prepayment risk changes. Securities available for sale are recorded at fair
value. Both unrealized holding gains and losses on securities available for
sale, net of taxes, are included as a separate component of shareholders'
equity in the consolidated balance sheets until these gains or losses are
realized. The cost of investment securities sold is determined by the
specific identification method. If a security has a decline in fair value
that is other than temporary, then the security will be written down to its
fair value by recording a loss in the consolidated statement of income.
(iii) Trading securities - Securities that are held principally for the
purpose of selling in the near future are classified as trading securities.
These securities are recorded at fair value. Both unrealized gains and losses
are included in the consolidated statements of income. The Company currently
has no securities classified as trading securities.
Loans, Interest and Fee Income on Loans. Loans are stated at the principal
balance outstanding. Unearned discounts, unamortized loan fees and the
allowance for possible loan losses are deducted from total loans in the
consolidated balance sheet. Interest income is recognized over the term of
the loan based on the principal amount outstanding.
Loans are generally placed on non-accrual status when principal or interest
becomes ninety days past due, or when payment in full is not anticipated.
When a loan is placed on non-accrual status, interest accrued but not received
is generally reversed against interest income. If collectibility is in doubt,
the cash receipts on non-accrual loans are applied first to reduce principal
rather than to principal and interest, as in accrual loans.
Classification of a loan as non-accrual is not necessarily indicative of a
potential loss of principal. Points on real estate loans are taken into
income to the extent they represent the direct cost of initiating a loan. The
amount in excess of direct costs is deferred and amortized over the expected
life of the loan.
Allowance for Possible Loan Losses. The provisions for loan losses charged to
operating expenses reflect the amount deemed appropriate by management to
establish an adequate reserve to meet the present and foreseeable risk
characteristics of the current loan portfolio. Management's judgement is
based on periodic and regular evaluations of individual loans, the overall
risk characteristics of the various portfolio segments, past experience with
losses and prevailing and anticipated economic conditions. Loans which are
determined to be uncollectible will be charged against the allowance.
Provisions for loan losses and recoveries on loans previously charged-off are
added to the allowance.
Property and Equipment. Building, furniture, equipment and leasehold
improvements are stated at cost, net of accumulated depreciation. With
limited exceptions relating to the method of depreciation, depreciation is
computed using the straight line method over the estimated useful life of each
of the corresponding assets. Maintenance and repairs are charged to
operations, while major improvements are capitalized. Upon retirement, sale
or other disposition of property and equipment, the cost and accumulated
depreciation are eliminated from the accounts, and gain or loss is included in
income from operations.
Income Taxes. The Company and the Subsidiaries file consolidated income
tax returns. The Company and the Subsidiaries adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" to be effective
for the calendar year ended December 31, 1993. SFAS No. 109 utilizes the
asset and liability method of accounting for income taxes rather than the
deferred method which was previously utilized under Accounting Principles
Board ("APB") Opinion 11. Under SFAS No. 109, deferred income taxes are
recognized for the tax consequences of "temporary differences" by applying
enacted statutory tax rates applicable to future years to differences between
financial statement carrying amounts and the tax basis of existing assets and
liabilities. The effect on deferred income taxes of a change in tax rates is
recognized in income in the period that includes the enactment date.
For years prior to 1993, the deferred method of accounting for income taxes
was used. Deferred federal and state income taxes were based on income and
expenses reported in different periods for financial statement and income tax
purposes at the current statutory rate.
Statement of Cash Flows. For purposes of reporting cash flows, cash and cash
equivalents include cash on hand and amounts due from banks.
Net Income/(Loss) Per Share. Net income/(loss) per share was computed by
dividing net income by the weighted average number of shares outstanding for
each period, as restated to give retroactive effect to the stock split.
Common stock equivalents in the form of outstanding stock warrants and options
were not included in the determination of the weighted average number of
shares outstanding due to their immaterial impact on dilution of income per
share. Earnings per share of $.02 for the nine-month period ended September
30, 1995 may not be indicative of projected earnings (losses) for the year
ending December 31, 1995, since, in effect, the Company has not reached
maturity and the business of banking depends on many factors beyond the
control of management.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Liquidity and Sources of Capital
Golden Isles Financial Holdings, Inc., St. Simons Island, Georgia (the
"Company") was incorporated under the laws of the State of Georgia in 1987 for
the purpose of becoming a holding company for its then proposed de novo bank,
The First Bank of Brunswick, Brunswick, Georgia (the "Bank"). Upon
commencement of the Bank's principal operations on July 2, 1990, the Company
acquired 100 percent of the Bank's voting stock by injecting $4.5 million into
the Bank's capital accounts. Deposits at the Bank are each insured up to
$100,000 by the Federal Deposit Insurance Corporation.
In late 1993, the Company formed two subsidiaries, First Credit Service
Corporation, Brunswick, Georgia ("First Credit") and First Bank Mortgage
Corporation, Brunswick, Georgia ("First Mortgage"). First Credit engages in
consumer finance and credit related insurance activities, while First Mortgage
engages in mortgage lending activities. The Company owns 100 percent of the
voting shares of the Bank, First Credit and First Mortgage.
Total consolidated assets increased by $15.2 million to $75.6 million during
the nine-month period ended September 30, 1995. The increase was generated
primarily through a $5.9 million increase in deposits, a $5.5 million increase
in equity and an increase of $3.8 million in borrowings and other liabilities.
The new funds were primarily utilized: (i) to increase the loan portfolio by
$13.5 million; (ii) to increase the investment in property and equipment by
$2.1 million.
Liquidity is the Company's ability to meet all deposit withdrawals immediately
and provide simultaneously for the credit needs of customers. The September
30, 1995 financial statements evidence a fair liquidity position as total cash
and cash equivalents amounted to $2.7 million, representing 3.5% of total
assets. Investment securities amounted to $10.1 million, representing 13.4%
of total assets. These securities provide a secondary source of liquidity
since they can be converted into cash in a timely manner. Note, however, that
the Company's ability to maintain and expand its deposit base is a source of
liquidity. For the nine-month period ended September 30, 1995, total deposits
increased from $50.1 million to $56.0 million, representing an annualized
increase of 15.7%. Borrowings as of September 30, 1995 consisted of the
following: (i) $1.5 million from the federal funds market to satisfy a
temporary increase in loan demand; (ii) $4.2 million from the Federal Home
Loan Bank to accommodate loan demand from customers of First Mortgage (note
that loans made by First Mortgage are generally sold within 45 days of
origination); and (iii) $2.3 million from a subsidiary of Bank of America to
accommodate the expanding loan portfolio of First Credit. The Company's
management closely monitors and maintains appropriate levels of interest
earning assets and interest bearing liabilities, so that maturities of assets
provide adequate funds to meet customer withdrawals and loan demand. There
are no trends, demands, commitments, events or uncertainties that will result
in or are reasonably likely to result in the Company's liquidity increasing or
decreasing in any material way.
As reflected below, the Bank maintains an adequate level of capitalization as
measured both by its capital ratios and by the minimum capital requirements of
the Bank's primary regulators.
Bank's Minimum required
Sept. 30, 1995 by regulator
Leverage ratio 7.8% 4.0%
Risk weighted ratio 10.7% 8.0%
Note that the regulators expect a minimum leverage ratio of 5.0 percent to 6.0
percent for banks that are not rated CAMEL 1. Although the Bank is not rated
CAMEL 1, its leverage ratio of 7.8 percent is well above the required minimum.
The Company filed a Registration Statement on Form SB-2 under the Securities
Act of 1933. On May 31, 1994, the Registration Statement became effective.
As of September 30, 1995, 897,230 Units had been sold at an aggregate price of
$5,831,995. These funds, net of $372,301 in offering costs, were injected
into the Company's capital accounts and are reflected on the September 30,
1995 financial statements. Proceeds from the above sale are being utilized to
expand the banking operations as well as the operations of First Credit and
First Mortgage.
Results of Operations
Net income for the nine-month period ended September 30, 1995 amounted to
$33,894 or $.02 per share. For the same nine-month period one year earlier,
net income amounted to $187,891 or $.14 per share. The primary reason for the
decline in income is attributed to the increased costs associated with the
expanding operations of First Credit and First Mortgage. Four major items are
of a particular interest when one compares the September 30, 1995 results to
those of September 30, 1994:
a. Net interest income, which represents the difference between interest
received on interest earning assets and interest paid on interest bearing
liabilities, has increased from $1,958,979 for the nine-month period ended
September 30, 1994 to $2,706,565 for the same period one year later,
representing an increase of $747,586 or 38.2%. This increase was attained
because total earning assets increased from $52.8 million at September 30,
1994 to $68.9 million at September 30, 1995.
b. The net interest yield, defined as net interest income divided by interest
earning assets, has increased from 4.94% for the nine-month period ended at
September 30, 1994 to 5.24% for the nine-month period ended September 30,
1995. The increase is attributed to the fact that the growth in assets
between September 30, 1994 and September 30, 1995 was centered in loans, the
highest yielding asset category.
c. Other income for the nine-month periods ended September 30, 1995 and 1994
amounted to $607,861 and $453,282, respectively. Despite the increase in
1995, however, other income as a percentage of total assets remained the same
for both years.
d. Operating expenses for the nine-month period ended September 30, 1995 and
1994 amounted to $2,904,109 and $1,878,059, respectively, representing an
increase of $1,025,975, or 54.6%. Operating expenses represented an
annualized 5.1% and 4.4% of total assets as of September 30, 1995 and 1994,
respectively.
At December 31, 1994, the allowance for loan losses amounted to $656,231. By
September 30, 1995, the allowance had grown to $784,437. The allowance for
loan losses, as a percentage of gross loans, declined from 1.43% to 1.32%
during the nine-month period ended September 30, 1995. The reason for the
decline is attributed to the $5.0 million increase in loan balance at First
Mortgage. These loans are viewed as less risky than other loans due to the
fact that they are sold within 45 days from origination. Management considers
the allowance for loan losses to be adequate and sufficient to absorb possible
future losses. However, there can be no assurance that charge-offs in future
periods will not exceed the allowance for loan losses or that additional
provisions to the allowance will not be required.
The Company is not aware of any current recommendation by the regulatory
authorities which, if they were to be implemented, would have a material
effect on the Company's liquidity, capital resources, or results of
operations.<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. There are no material pending legal
proceedings to which the Company or any of its subsidiaries is a party or of
which any of their property is the subject.
Item 2. Changes in Securities.
(a) None.
(b) None.
Item 3. Defaults Upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders.
(a) An annual meeting of the security-holders of the
Company was held on July 25, 1995 (the "Annual Meeting"). As described below,
numerous matters were submitted to a vote of the security-holders at the
Annual Meeting.
(b) The following individuals were elected directors of
the Company at the Annual Meeting: L. McRee Harden, Michael D. Hodges, Russell
C. Jacobs, Jr., Gregory S. Junkin, Claude Kermit Keenum, Paul D. Lockyer,
Jimmy D. Veal, and J. Thomas Whelchel.
All of the currently serving directors of the Company
were elected at the Annual Meeting. Other than the directors identified
above, the Company does not have any directors whose term of office continued
after the Annual Meeting.
(c) Of the 2,274,412 shares of Common Stock of the Company
outstanding as of the date of the Annual Meeting, more than 50% of such shares
were represented at the Annual Meeting (1,646,664 shares were represented by
proxy and 96,939 shares were represented in person). Accordingly, a quorum
was present at the Annual Meeting.
The following is a description of each matter voted
upon at the Annual Meeting and a breakdown of the voting with respect to each
matter.
(i) Proposal to Amend the Company's Bylaws to
Provide That Shareholder Action Could Be Taken By Plurality Vote: Prior to
the Annual Meeting, the Company's Bylaws provided that, except as otherwise
required by Georgia law or the Company's Articles of Incorporation or Bylaws,
a majority of the shares represented (and entitled to vote) at a shareholder
meeting at which a quorum of shares was present would determine any matter
coming before the meeting. The result of this rule was that abstentions were
treated as negative votes. The proposal submitted to the shareholders called
for an amendment to the Company's Bylaws to provide that shareholder action,
including the election of directors, be determined by a plurality vote. Such
an amendment would result in an action being approved by the Company's
shareholders at a properly constituted meeting so long as there were more
votes in favor of such action than there were votes against it, with
abstentions having no effect. A total of 1,479,198 shares voted in favor of
this proposal, 157,264 shares voted against the proposal, and 16,297 shares
abstained. Therefore, the proposal was approved.
(ii) Proposal to Amend the Company's Articles of
Incorporation and Bylaws to Alter Shareholder Quorum Requirements: Prior to
the Annual Meeting, (1) the Company's Bylaws provided that the presence in
person or by proxy of the holders of more than one-half of the shares
outstanding and entitled to vote was required for business to be conducted at
a shareholders' meeting; and (2) the Company's Articles of Incorporation did
not contain a provision regarding requirements for a quorum. The proposal
submitted to the shareholders called for amendments to the Company's Bylaws
and Articles of Incorporation to reflect that the quorum requirements for a
shareholders' meeting would consist of the presence in person or by proxy of
the holders of not less than one-third of the shares outstanding and entitled
to vote. A total of 1,479,648 shares voted for this proposal, 185,776 shares
voted against the proposal, and 16,585 shares abstained. Therefore, the
proposal was approved.
(iii) Election of Directors: A proposal was submitted
to the shareholders to elect the individuals named in paragraph (b) above as
the directors of the Company for a term of one year. The proposal was
approved, with all candidates receiving the same number of votes. A total of
1,647,004 shares voted in favor of the proposal, 87,964 shares voted against
the proposal, and 8,835 shares abstained.
(iv) Proposal to Amend the Company's Articles of
Incorporation to Increase the Amount of Authorized Shares of Common Stock to
Fifty Million Shares: Prior to the Annual Meeting, the Company's Articles of
Incorporation, as amended, authorized the issuance of up to an aggregate of 15
million shares of Common Stock. The proposal submitted to the shareholders
called for an amendment to the Company's Articles of Incorporation to increase
the number of authorized shares of Common Stock from 15 million to 50 million.
The proposal was approved. A total of 1,481,840 shares voted for the
proposal, 196,530 shares voted against the proposal, and 17,228 shares
abstained.
(v) Proposal to Approve the Company's 1995 Stock
Option Plan: A proposal was submitted to the shareholders to the effect that
they approve the Company's 1995 Stock Option Plan (the "Plan"). The following
is a summary of the description of the Plan which was contained in the Proxy
Statement which was delivered to the shareholders in connection with the
Company's Annual Meeting.
DESCRIPTION OF THE PLAN
Administration
The Plan will be administered by the Company's Board of Directors or a
committee appointed by the Board, which Committee shall consist of not less
than 3 directors (for purposes of this description, the Board of Directors or
such committee in its administrative role shall be referred to as the
"Committee"). Subject to the terms of the Plan, the Committee will have full
authority to determine the persons to whom options ("Options") under the Plan
will be granted ("Optionee"), to determine the amount of shares of Common
Stock subject to the Option and the Option's exercise price, and to interpret
and determine any and all matters relating to the administration of the Plan
and the granting of Options thereunder. Options granted under the Plan will
be granted subject to a written agreement, in a form approved by the
Committee, between the Company and the Optionee ("Option Agreement"). The
Option Agreement will set forth the terms and conditions of the Option,
including the effect on the Optionee's and beneficiaries' rights under the
Option of death, disability, termination of employment, or retirement of the
Optionee or the occurrence of any other event determined by the Committee to
be appropriate.
Stock Options
Options may be intended to qualify for treatment as incentive stock
options under Section 422 of the Internal Revenue Code of 1986, as amended
("Incentive Stock Options"), or as options not intended to qualify for such
treatment ("Non-qualified Options"), or a combination of Incentive Stock
Options and Non-qualified Options. Not more than 200,000 shares will be
covered by Incentive Stock Options, and not more than 50,000 shares will be
covered by Non-qualified Options. The exercise price of an Incentive Stock
Option shall not be less than the "fair market value" (as defined in the Plan)
of the shares covered by the Option on the grant date. If the Optionee, at
the time of the grant, owns more than ten percent of the voting power of the
Company's stock or, if applicable, a subsidiary or a parent of the Company (a
"Ten-Percent Shareholder"), then the option price per share of such Incentive
Stock Option shall be not less than 110 percent of the fair market value of
the shares covered by the Option on the grant date.
Options shall be exercisable for a term of not more than ten years from
the date of grant and shall be subject to earlier termination as provided in
the Option Agreement. In the event an Incentive Stock Option is granted to an
Optionee who, at the time of grant, is a Ten-Percent Shareholder, then such
Incentive Stock Option shall not be exercisable more than five years from the
option grant date. No Optionee may be granted an Incentive Stock Option to
the extent that the aggregate fair market value (determined as of the date of
the grant) of the stock with respect to which Incentive Stock Options of the
Company or of any of its subsidiaries first become exercisable during any
calendar year exceeds $100,000.
Eligibility; Common Stock Subject to the Plan
Options may be granted under the Plan to officers, directors and other
employees of the Company or any of its subsidiaries as the Committee shall
determine. Subject to adjustment as provided in the Plan for stock splits,
reverse stock splits, stock dividends and combinations, the total number of
shares of Common Stock with respect to which Options may be granted is 250,000
shares. Shares subject to Options which expire or are terminated without
exercise shall again become available under the Plan.
The Plan is intended to encourage directors, officers and employees of
the Company and its subsidiaries to acquire or increase their ownership of
Common Stock on reasonable terms, to provide compensation opportunities,
including compensating directors in lieu of cash fees, to reward outstanding
achievement for the benefit of the Company and any of its subsidiaries, such
as in the attainment of business production goals and general growth of the
Company's businesses, and to assist in attracting and retaining highly
qualified and motivated individuals in the Company and its subsidiaries. The
Plan will terminate not later than April 20, 2005 (ten years after the date on
which it was adopted by the Company's Board of Directors).
Upon approval of the Plan by the shareholders, the Board of Directors
will terminate the Company's 1991 Nonstatutory Stock Option Plan under which
options covering 57,585 shares of Common Stock will still have been available
for grant.
A total of 1,477,849 shares voted for the proposal to approve the Plan,
209,841 shares voted against the proposal, and 22,024 shares abstained.
Therefore, the proposal was approved.
(vi) Proposal to Approve Restricted Stock Grants to Directors and
Officers: A proposal was submitted to the shareholders to approve a plan to
grant restricted stock to the following officers and directors of the Company
in the following amounts:
Director Officer Total
Name Award Award Award
Michael D. Hodges 1,615 1,615
L. McRee Harden 3,000 3,000
Russell C. Jacobs, Jr.3,000 3,000
C. Kermit Keenum 3,000 3,000
J. Thomas Whelchel 3,000 7,325 10,325
Paul D. Lockyer 3,615 7,385 11,000
Gregory S. Junkin 3,615 11,700 15,315
Jimmy D. Veal 3,615 11,700 15,315
The shares of stock to be granted pursuant to this proposal were to be
restricted as follows: The shares were to be restricted over a period of
seven years from the date of the Annual Meeting. Each year, one-seventh of
the shares was to be freed from restriction. The shares which at any time
remained subject to the restrictions would be subject to forfeiture if the
recipient at any time during the restriction period was no longer a member of
the Board of Directors or an officer of either the Company or a subsidiary of
the Company. The restrictions were to expire upon a change of control of the
Company. In addition, the Board of Directors was to have the authority, by
majority action, to waive the restrictions with respect to all or part of the
restricted stock of a recipient in the event of retirement, death or
disability of the recipient.
A total of 1,368,359 shares voted for the proposal, 257,710 shares
voted against the proposal and 35,440 shares abstained. Therefore, the
proposal was approved.
(d) None
Item 5. Other Information. None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
<PAGE>
Exhibit No.: Description
3.(i) Restatement and Amendment of the Articles of
Incorporation of the Company, effective August 24,
1995.
3.(ii) By-Laws of the Company.
10.(i) Golden Isles Financial Holdings, Inc. 1995
Stock Option Plan
10.(ii) Restricted Stock Grant Agreement
10.(iii) Option Agreement
27 Financial Data Schedule
(b) Reports on Form 8-K - There were no reports on Form 8-
K filed during the quarter ended September 30, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
(Registrant)
November 3, 1995 By: /s/ Paul D. Lockyer
Paul D. Lockyer
President, Chief Operating Officer and
Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequential
Number Description Page Number
3.(i) Restatement and 18
Amendment of the
Articles of Incorporation
of the Company, effective
August 24, 1995
3.(ii) By-Laws of the Company 22
10.(i) Golden Isles Financial 38
Holdings, Inc.
1995 Stock Option Plan
10.(ii) Restricted Stock 45
Grant Agreement
10.(iii) Option Agreement 50
27 Financial Data Schedule 56
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 2,653,201
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 6,849,680
<INVESTMENTS-CARRYING> 3,290,246
<INVESTMENTS-MARKET> 3,264,220
<LOANS> 59,502,501
<ALLOWANCE> 784,437
<TOTAL-ASSETS> 75,553,343
<DEPOSITS> 55,993,995
<SHORT-TERM> 6,545,000
<LIABILITIES-OTHER> 710,597
<LONG-TERM> 0
<COMMON> 1,367,922
0
0
<OTHER-SE> 9,435,829
<TOTAL-LIABILITIES-AND-EQUITY> 75,553,343
<INTEREST-LOAN> 4,487,732
<INTEREST-INVEST> 516,231
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 5,003,963
<INTEREST-DEPOSIT> 2,289,590
<INTEREST-EXPENSE> 2,297,398
<INTEREST-INCOME-NET> 2,706,565
<LOAN-LOSSES> 235,897
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 2,902,034
<INCOME-PRETAX> 176,495
<INCOME-PRE-EXTRAORDINARY> 33,894
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 33,894
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
<YIELD-ACTUAL> 5.24
<LOANS-NON> 279,959
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 655,931
<CHARGE-OFFS> 112,919
<RECOVERIES> 7,603
<ALLOWANCE-CLOSE> 784,437
<ALLOWANCE-DOMESTIC> 752,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 32,437
</TABLE>
EXHIBIT 3.
(i)RESTATEMENT AND AMENDMENT
OF
THE ARTICLES OF INCORPORATION
OF
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
On July 25, 1995, the following restated and amended articles of
incorporation were duly adopted by the Board of Directors of Golden Isles
Financial Holdings, Inc., a Georgia corporation (the "Corporation"), pursuant
to O.C.G.A. Section 14-2-1007(a). All amendments to the Corporation's
articles of incorporation contained in the following restated and amended
articles of incorporation requiring shareholder approval were duly adopted by
the shareholders of the Corporation on July 25, 1995, as provided by O.C.G.A.
Sections 14-2-1007(b) and 14-2-1003.
I.
The name of the Corporation is:
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
II.
The Corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code.
III.
The purposes for which the Corporation is organized are to conduct any
businesses and engage in any activities not specifically prohibited to
corporations for profit under the laws of the State of Georgia, and the
Corporation shall have all powers necessary to conduct such businesses and
engage in such activities, including but not limited to the powers enumerated
in the Georgia Business Corporation Code or any amendment thereto.
IV.
The aggregate number of shares which the Corporation shall have
authority to issue is 50,000,000, all of which shall be common stock with no
par value per share.
V.
No shareholder shall have any preemptive right to subscribe for or to
purchase any shares or other securities issued by the Corporation.
<PAGE>
VI.
Subject to the provisions of Section 14-2-640 of the Georgia Business
Corporation Code, the Board of Directors shall have the power to distribute a
portion of the assets of the Corporation, in cash or in property, to holders
of shares of the Corporation out of the capital surplus of the Corporation.
VII.
Subject to the provisions of Section 14-2-640 of the Georgia Business
Corporation Code, the Corporation shall have the full power to purchase and
otherwise acquire, and dispose of, its own shares and securities granted by
the laws of the State of Georgia, and shall have the right to purchase its
shares out of its unreserved and unrestricted capital surplus available
therefor as well as out of its unreserved and unrestricted earned surplus
available therefor.
VIII.
To the fullest extent permitted under the Georgia Business Corporation
Code, as amended, no director of the Corporation shall be personally liable to
the Corporation or its shareholders for monetary damages for breach of the
duty of care of any other duty as a director; provided that this Article VIII
shall not eliminate or limit the liability of a director:
(i) For any appropriation, in violation of his duties, of any business
opportunity of the Corporation;
(ii) For acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
(iii) For the types of liability set forth in Section 14-2-832 (or any
successor provision or redesignation thereof) of the Georgia Business
Corporation Code; or
(iv) For any transaction from which the director derived an improper
personal benefit.
If at any time the Georgia Business Corporation Code shall have been
amended to authorize the further elimination or limitation of the liability of
a director, then the liability of each director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Georgia Business
Corporation Code, as so amended, without further action by the shareholders,
unless the provisions of the Georgia Business Corporation Code, as amended,
require further action by the shareholders.
Any repeal or modification of the foregoing provisions of this Article
VIII shall not adversely affect the elimination or limitation of liability or
alleged liability pursuant hereto of any director of the Corporation for or
with respect to any alleged act or omission of the director occurring prior to
such a repeal or modification.
IX.
At all meetings of the shareholders, the presence in person or by proxy
of the holders of not less than one-third of the shares outstanding and
entitled to vote shall constitute a quorum. If a quorum is present, a
proposal before the shareholders shall be considered to have been approved if
the votes cast favoring the proposal exceed the votes cast opposing the
proposal, unless another provision of these Articles of Incorporation, a
provision of the Corporation's Bylaws that has been adopted pursuant to
Section 14-2-1021 of the Georgia Business Corporation Code (or any successor
provision), or the Georgia Business Corporation Code requires a greater number
of affirmative votes.
IN WITNESS WHEREOF, the Corporation has caused this Restatement and
Amendment of the Articles of Incorporation of the Corporation to be executed,
its corporate seal to be affixed, and its seal and the execution hereof to be
attested, all by its duly authorized officers, this 23rd day of August, 1995.
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
By:
[CORPORATE SEAL] Gregory S. Junkin,
Chairman and Chief Executive Officer
ATTEST:
Jimmy D. Veal, Secretary
EXHIBIT 3.(ii)
BY-LAWS OF GOLDEN ISLES FINANCIAL HOLDINGS, INC.
BY-LAWS
TABLE OF CONTENTS
ARTICLE ONE - OFFICES
Section 1.1 Registered Office
Section 1.2 Other Offices
ARTICLE TWO - SHAREHOLDERS MEETINGS
Section 2.1 Place of Meetings
Section 2.2 Annual Meetings
Section 2.3 Substitute Annual Meetings
Section 2.4 Special Meetings
Section 2.5 Notice of Meetings
Section 2.6 Quorum; Vote Required to Act
Section 2.7 Voting of Shares
Section 2.8 Proxies
Section 2.9 Presiding Officer
Section 2.10 Adjournments
ARTICLE THREE - THE BOARD OF DIRECTORS
Section 3.1 General Powers
Section 3.2 Requirements
Section 3.3 Number, Election, Class and
Term of Office
Section 3.4 Oath of Directors
Section 3.5 Removal
Section 3.6 Vacancies
Section 3.7 Compensation
Section 3.8 Committees of the Board of Directors
Section 3.9 Honorary and Advisory Directors
ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS
Section 4.1 Regular Meetings
Section 4.2 Special Meetings
Section 4.3 Place of Meetings
Section 4.4 Notice of Meetings
Section 4.5 Quorum
Section 4.6 Vote Required For Action
Section 4.7 Action By Directors Without A Meeting
ARTICLE FIVE - NOTICE AND WAIVER
Section 5.1 Procedure
Section 5.2 Waiver
ARTICLE SIX - OFFICERS
Section 6.1 Number
Section 6.2 Election and Term
Section 6.3 Compensation
Section 6.4 Removal
Section 6.5 Chairman of the Board
Section 6.6 Chairman
Section 6.7 Officer in Place of Chairman
Section 6.8 Secretary
ARTICLE SEVEN - DIVIDENDS
Section 7.1 Time and Conditions of Declaration
Section 7.2 Share Dividends - Treasury Shares
Section 7.3 Share Dividends - Unissued Shares
Section 7.4 Share Splits
ARTICLE EIGHT - SHARES
Section 8.1 Authorization and Issuance of Shares
Section 8.2 Share Certificates
Section 8.3 Rights of Corporation With Respect to
Registered Owners
Section 8.4 Transfer of Shares
Section 8.5 Duty of Corporation to Register Transfer
Section 8.6 Lost, Stolen, or Destroyed Certificates
Section 8.7 Fixing of Record Date
Section 8.8 Record Date if None Fixed
ARTICLE NINE
Section 9.1 Indemnification
Section 9.2 Indemnification for Certain Actions
Section 9.3 Mandatory Indemnification
Section 9.4 Findings of Indemnification
Section 9.5 Payment of Expenses in Advance
ARTICLE TEN
Section 10.1 Inspection of Books and Records
Section 10.2 Fiscal Year
Section 10.3 Seal
Section 10.4 Annual Statements
Section 10.5 Contracts, Checks, Drafts, Reports, Etc.
Section 10.6 Legal Restrictions
Section 10.7 Conflict
ARTICLE ELEVEN
Section 11.1 Power to Amend By-Laws
Section 11.2 Conditions
Section 11.3 Inspection
<PAGE>
ARTICLE ONE
Offices
Section 1.1 Registered Office. The Corporation shall maintain its
registered office in Glynn County, Georgia. In the event the main office is
relocated then the registered office shall follow the main office and shall be
designated by the Board of Directors.
Section 1.2 Other Offices. In addition to the registered office, the
Corporation also may have offices at such other place or places as the Board
of Directors may from time to time select, or as the business of the
Corporation may require or make desirable.
ARTICLE TWO
Shareholders Meetings
Section 2.1 Place of Meetings. Meetings of the shareholders of the
Corporation may be held at any place as set forth in the notice thereof or if
no place is so specified, then at the registered office of the Corporation.
Section 2.2 Annual Meetings. The annual meeting of shareholders
of the Corporation shall be held prior to June 30 each year on a
date set by the Board of Directors so that appropriate notice
may be given to all shareholders.
Section 2.3 Substitute Annual Meetings. If the annual meeting is not
held on the day designated in Section 2.2, any business, including the
election of directors, which might properly have been acted upon at the
meeting, may be transacted at any subsequent shareholders' meeting held
pursuant to these by-laws or held pursuant to a court order requiring a
substitute annual meeting.
Section 2.4 Special Meetings. Special meetings of shareholders or a
special meeting in lieu of the annual meeting of shareholders shall be called
by the Corporation upon the written request of the holders of twenty-five
percent or more of all the shares of capital stock of the Corporation entitled
to vote in an election of directors. Special meetings of the shareholders or
a special meeting in lieu of the annual meeting of shareholders may be called
at any time by the President, Chairman of the Board, or the Board of
Directors.
Section 2.5 Notice of Meetings. Unless waived as contemplated in
Section 5.2, or by attendance at the meeting, either in person or by proxy,
for any purpose other than to object to the transaction of business, a written
or printed notice of each shareholders meeting stating the place, day and hour
of the meeting shall be delivered not less than ten days, nor more than fifty
days, before the date thereof, either personally, by mail, or by telegram,
charges prepaid, by or at the direction of the President, the Secretary, or
the officer of persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. In the case of an annual or substitute
annual meeting, the notice of the meeting need not state the purpose or
purposes of the meeting unless the purpose or purposes constitute a matter
which the Georgia Business Corporation Code requires to be stated in the
notice of the meeting. In the case of a special meeting, the notice of the
meeting shall state the general nature of the business to be transacted.
Section 2.6 Quorum; Vote Required to Act. At all the meetings of the
shareholders, the presence in person or by proxy of the holders of not less
than one-third of the shares outstanding and entitled to vote shall constitute
a quorum. If a quorum is present, action on a matter by the shareholders is
approved if the votes cast favoring the action exceed the votes cast opposing
the action, unless the Articles of Incorporation, a provision of these Bylaws
that has been adopted pursuant to Section 14-2-1021 of the Georgia Business
Corporation Code (or any successor provision), or the Georgia Business
Corporation Code requires a greater number of affirmative votes. The
shareholders at a meeting at which a quorum is once present may continue to
transact business at the meeting or at any adjournment thereof,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. If a meeting cannot be organized for lack of a quorum, those
shareholders present may adjourn the meeting to such time and place as they
may determine. In the case of a meeting for the election of directors which
is twice adjourned for lack of a quorum, those present at the second of such
adjourned meetings, of which notice has been given in writing to shareholders,
shall constitute a quorum for the election of directors without regard to the
other quorum requirements of the Georgia Business Corporation Code, the
Articles of Incorporation of the corporation, or these by-laws.
Section 2.7 Voting of Shares. Each outstanding share having voting
rights shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders. Voting on all matters shall be by voice vote or by
show of hands unless any qualified voter, prior to the voting on any matter,
demands vote by ballot, in which case each ballot shall state the name of the
shareholder voting and the number of shares voted by him, and if such ballot
be cast by proxy, it shall also state the name of such proxy.
Section 2.8 Proxies. A shareholder entitled to vote pursuant to
Section 2.7 may vote in person or by proxy executed in writing by the
shareholder or by his attorney in fact. A proxy shall not be valid after
eleven months from the date of its execution, unless a longer period is
expressly stated therein. If the validity of any proxy is questioned it must
be submitted to the secretary of the shareholders meeting for examination or
to a proxy officer or committee appointed by the person presiding at the
meeting. The secretary of the meeting or, if appointed, the proxy officer or
committee, shall determine the validity or invalidity of any proxy submitted
and references by the secretary in the minutes of the meeting to the
regularity of a proxy shall be received as prima facie evidence of the facts
stated for the purpose of establishing the presence of a quorum at such
meeting and for all other purposes.
Section 2.9 Presiding Officer. The Chairman of the Board of Directors
or, in the absence of a Chairman of the Board of Directors, the President,
shall serve as chairman of every shareholders meeting unless some other person
is elected to serve as chairman by a majority vote of the shares represented
at the meeting. The chairman shall appoint such persons as he deems required
to assist with the meeting.
Section 2.10 Adjournments. Any meeting of the shareholders,
whether or not a quorum is present, may be adjourned by the holders of a
majority of the voting shares represented at the meeting to reconvene at a
specific time and place. Except as otherwise provided by Section 2.6, it
shall not be necessary to give any notice of the reconvened meeting or of the
business to be transacted, if the time and place of the reconvened meeting are
announced at the meeting which was adjourned. At any such reconvened meeting,
any business may be transacted which could have been transacted at the meeting
which was adjourned.
ARTICLE THREE
The Board of Directors
Section 3.1 General Powers. The business and affairs of the Corporation
shall be managed by the Board of Directors. In addition to the powers and
authority expressly conferred upon it by these by-laws, the Board of Directors
may exercise all such powers of the Corporation, except as any action may be
required by law, by any legal agreement among shareholders, by the Articles of
Incorporation, or by these by-laws to be taken or done by the shareholders.
Section 3.2 Requirements. Each director of the Corporation shall be a
natural person eighteen years of age or older and shall be a United States
citizen by need not be a resident of Georgia.
Section 3.3 Number, Election, Class and Term of Office. The Board of
Directors of the Corporation shall consist of not fewer than three nor more
than twenty-five persons, with the exact number within such minimum and
maximum number to be fixed and determined from time to time by resolution of
the Board of Directors or by resolution of the shareholders at any annual or
special meeting of the shareholders. Except as provided in Section 3.6, the
directors shall be elected by act of the shareholders under Section 2.6 at the
annual meeting of shareholders. Each director, except in the case of his
earlier death, resignation, retirement, disqualification or removal, shall
serve until the next succeeding annual meeting and thereafter until his
successor shall have been elected and qualified.
Section 3.4 Oath of Directors. Before assuming office, each director
shall take an oath or affirmation that he shall diligently and honestly
perform his duties in the administration of the Corporation and that he will
not permit a willful violation of laws by the Corporation.
Section 3.5 Removal. The entire Board of Directors or any individual
director may be removed from office with or without cause by the affirmative
vote of the holders of two-thirds of the shares entitled to vote at an
election of directors. In addition, the Board of Directors may remove a
director from office if such director is adjudicated an incompetent by a
court, if he is convicted of a felony, if he does not, within sixty days of
his election, accept the office in writing or by attendance at a meeting of
the Board of Directors and fulfill any other requirements for holding the
office of director, or he fails to attend regular meetings of the Board of
Directors for six consecutive meetings without having been excused by the
Board of Directors.
Section 3.6 Vacancies. A vacancy occurring in the Board of Directors
through death, resignation, retirement, disqualification or removal, may be
filled for the unexpired term and until the shareholders have elected a
successor by the affirmative vote of a majority of the directors remaining in
office though less than a quorum of the Board of Directors.
Section 3.7 Compensation. Directors may receive such compensation for
their services as directors as may from time to time be fixed by vote of the
Board of Directors. A director may also serve the Corporation in a capacity
other than that of director and receive compensation, as determined by the
Board of Directors, for services rendered in such other capacity.
Section 3.8 Committees of the Board of Directors. The Board of
Directors, by resolution adopted by a majority of the full Board of Directors,
may designate from among its members an executive committee and one or more
other committees, each consisting of three or more directors. Each committee
shall have the authority of the Board of Directors in regard to the business
of the Corporation to the extent set forth in the resolution establishing such
committee, subject to the limitations set forth in State and Federal laws and
regulations.
Section 3.9 Honorary and Advisory Directors. The Board of Directors of
the Corporation may appoint any individual as an Honorary Director, Director
Emeritus, Advisory Director or member of any advisory board established by the
Board of Directors. Any individual so appointed by the Board of Directors
shall be compensated as provided by the Board of Directors but such individual
may not vote at any meeting of the Board of Directors or be counted in
determining a quorum as provided in Section 4.5 and shall not have
responsibility or be subject to any liability imposed upon a director or
otherwise be deemed a director.
ARTICLE FOUR
Meetings of the Board of Directors
Section 4.1 Regular Meetings. An Annual Organizational Meeting of the
Board of Directors shall be held on the day of or after the Annual Meeting of
the Shareholders of the Corporation. In the event the Annual Shareholders
Meeting is not held as provided by Section 2.2, such organizational meetings
shall be held as herein provided for regular meetings. The Board of Directors
shall hold at least one additional meeting in each calendar quarter to be
scheduled by the Chairman and Chief Executive Officer with proper notice given
to each director.
Section 4.2 Special Meetings. Special Meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board,
or by any four directors in office at that time,
provided all directors receive proper notice of such meetings.
Section 4.3 Place of Meetings. Directors may hold their meetings at any
place within (or without) the State of Georgia as the Board of Directors may
from time to time establish for their regular meetings, or as set forth in the
notice of special meetings, or in the event of a meeting held pursuant to
waiver of notice, as set forth in the waiver.
Section 4.4 Notice of Meetings. No notice shall be required for any
regularly scheduled meeting of the directors of the Corporation. Unless
waived as contemplated in Section 5.2, the Chairman or Secretary of the
Corporation, or any director thereof shall give notice to each director of
each special meeting stating the time, place, and purposes of the meeting.
Such notice shall be given by mailing notice of the meeting at least 3 days
before the date of the meeting, or by telephone, telegram, or personal
delivery at least one day before the date of the meeting. Notice shall deemed
to have been given by telegram or cablegram at any time notice is filed with
the transmitting agency. Attendance by a director at a meeting shall
constitute a Waiver of Notice of such meeting, except where a director attends
a meeting for the express purpose of objecting to the transaction of business
because the meeting is not lawfully called.
Section 4.5 Quorum At meetings of the Board of Directors, a majority of
the directors then in office shall be necessary to constitute a quorum for the
transaction of business.
Section 4.6 Vote Required For Action. Except as otherwise provided in
these by-laws, by the Corporation's Articles of Incorporation, or by law, the
act of a majority of the directors present at a meeting at which a quorum is
present at the time shall be the act of the Board of Directors.
Section 4.7 Action By Directors Without A Meeting. Any action which may
be taken at any meeting of the Board of Directors, or at any meeting of a
committee of directors may be taken without a meeting if a written consent
thereto shall be signed by all directors, or all the members of the committee,
as the case may be, and if such written consent is filed with the minutes of
the proceedings of the Board or the committee. Such consent shall have the
same force and effect as a unanimous vote of the Board of Directors or the
committee.
ARTICLE FIVE
Notice And Waiver
Section 5.1 Procedure. Whenever these by-laws require notice to be
given to any shareholder or director, the notice shall be given as prescribed
in Sections 2.5 or 4.4, whichever is applicable. Whenever notice is given to
a shareholder or director by mail, the notice shall be sent first class mail
by depositing the same in a post office or letter box in a postage prepaid,
sealed envelope, addressed to the shareholder or director at his last known
address, and such notice shall be deemed to have been given at the time the
same is deposited in the United States mail.
Section 5.2 Waiver. Except as limited by the Georgia Business
Corporation Code, whenever any notice is required to be given to any
shareholder or director by law, by the Articles or Incorporation, or these by-
laws, a waiver thereof in the proxy of such shareholder or otherwise given in
writing, whether before or after the meeting to which the waiver pertains,
shall be effective and binding on such shareholder or director; provided,
however, that no such waiver shall apply by its terms to more than one
required notice.
ARTICLE SIX
Officers
Section 6.1 Number. The officers of the Corporation shall consist of a
Chairman and Chief Executive Officer, a President, one or more Vice
Presidents, Secretary and Treasurer. In addition, the Board of Directors may
from time to time elect or provide for the appointment of such other officers
or assistant officers as it deems necessary for the efficient management of
the Corporation, or as shall otherwise be required by law or regulation. Any
two or more offices may be held by the same person, except the offices of
President and Secretary may not be held by the same person. The Board of
Directors shall have the power to establish and specify the duties for all
officers of the Corporation.
Section 6.2 Election and Term. All officers shall be elected by the
Board of Directors and shall serve at the will of the Board of Directors and
until their successors have been elected and have qualified, or until their
earlier death, resignation, removal, retirement or disqualification.
Section 6.3 Compensation. The compensation of all officers of the
Corporation shall be fixed by the Board of Directors or by a committee of the
Board of Directors, if such committee is designated and assigned such
authority as provided in Section 3.8.
Section 6.4 Removal. Any officer or agent elected by the Board of
Directors may be removed by the Board of Directors with or without any cause
whenever in its judgment the best interests of the Corporation will be served
thereby without prejudice to any contract right to such officer.
Section 6.5 Chairman of the Board. The Board of Directors, in its
discretion, may elect a Chairman of the Board of Directors who shall preside
and act as chairman at all meetings of the shareholders and the Board of
Directors and who shall perform such other duties as the Board of Directors
may from time to time direct.
Section 6.6 Chairman.The Chairman shall be the Chief Executive Officer
of the corporation and shall have general control and supervision over the
business and affairs of the corporation. He shall see that all orders and
resolutions of the Board of Directors are carried into effect. He also shall
perform such other duties as may be delegated to him from time to time by the
Board of Directors.
Section 6.7 Officer in Place of Chairman. The Board of Directors may
designate an officer who shall, in the absence or disability of the Chairman,
or at the direction of the Chairman, or at the direction of the Chairman,
perform the duties and exercise the powers of the Chairman.
Section 6.8 Secretary. The Secretary shall keep accurate records
of theacts and proceedings of all meetings of shareholders, directors
and committees of directors. He shall have authority to give all
notices required by law of these by-laws. He shall be custodian of the
corporate books, records, contracts and other documents.
The Secretary may affix the Corporation's seal to any lawfully
executed documents requiring it and shall sign such
instruments as may require his signature.
ARTICLE SEVEN
Dividends
Section 7.1 Time and Conditions of Declaration. Dividends upon the
outstanding shares of the Corporation may be declared by the Board of
Directors at any regular or special meeting and paid in cash or property only
out of the retained earnings of the Corporation, only when the Corporation
meets applicable legal requirements for paid-in capital and/or appropriated
net earnings.
Section 7.2 Share Dividends - Treasury Shares. Dividends may be
declared by the Board of Directors and paid in the shares of the Corporation
out of any treasury shares that have been reacquired out of the capital funds
of the Corporation.
Section 7.3 Share Dividends - Unissued Shares. Dividends may be
declared by the Board of Directors and paid in the authorized but unissued
shares of the Corporation out of any retained earnings of the Corporation;
provided that such shares shall be issued at not less than the par value
thereof, there shall be transferred to capital stock at the time such dividend
is paid an amount of retained earnings at least equal to aggregate par value
of the shares to be issued as a dividend, and after payment of the dividend
the Corporation shall continue to maintain the paid-in capital and/or
appropriate retained earnings requirements of applicable law.
Section 7.4 Share Splits. A split or division of the issued shares of
any class into a greater number of shares of the same class without increasing
the capital stock of the Corporation shall not be construed to be a share
dividend within the meaning of this Article.
ARTICLE EIGHT
Shares
Section 8.1 Authorization and Issuance of Shares. The par value and the
maximum number of shares of any class of the Corporation which may be issued
and outstanding shall be set forth from time to time in the Articles of
Incorporation of the Corporation. The Board of Directors may increase or
decrease the number of issued and outstanding shares of the Corporation within
the maximum number of shares authorized by the Articles of Incorporation and
the minimum capitalization requirements of the Articles of Incorporation of
Georgia law.
Section 8.2 Share Certificates.The interest of each shareholder in the
Corporation shall be evidenced by a certificate or certificates representing
shares of the Corporation which shall be in such form as the Board of
Directors may from time to time adopt in accordance with Georgia law. Share
certificates shall be consecutively numbered, shall be in registered form, and
shall indicate the date of issue and all such information shall be entered on
the Corporation's books. Each certificate shall be signed by the President or
a Vice President and the Secretary or an Assistant Secretary and shall be
sealed with the seal of the Corporation or a facsimile thereof; provided,
however, that where such certificate is signed by a transfer agent, or
registered by a registrar, the signatures of such officers may be facsimiles.
In case any officer or officers who shall have signed or whose facsimile
signature shall have been placed upon a share certificate shall have ceased
for any reason to be such officer or officers of the Corporation before such
certificate is issued, such certificate may be issued by the Corporation with
the same effect as if the person or persons who signed such certificate or
whose facsimile signatures shall have been used thereon had not ceased to be
such officer or officers.
Section 8.3 Rights of Corporation With Respect to Registered
Owners. Prior to due presentation for transfer or registration of its
shares, the Corporation may treat the registered owner of the shares as the
person exclusively entitled to vote such shares, to receive any dividend or
other distribution with respect to such shares, and for all other purposes;
and the Corporation shall not be bound to recognize any equitable or other
claim to or interest in such shares on the part of any other person, whither
or no it shall have express or other notice thereof, except as otherwise
provided by law.
Section 8.4 Transfer of Shares. Transfers of shares shall be made upon
the stock transfer books of the Corporation only upon direction of the person
named in the share certificate representing the shares to be transferred, or
by an attorney of such person lawfully constituted in writing; and before a
new certificate is issued, the old certificate shall be surrendered for
cancellation or, in the case of a certificate alleged to have been lost,
stolen or destroyed, the provisions of Section 8.6 of these by-laws shall have
been satisfied.
Section 8.5 Duty of Corporation to Register Transfer. Notwithstanding
any of the provisions of Section 8.4 of these by-laws, the Corporation is
under a duty to register the transfers of its shares only if:
(a) the share certificate is indorsed by the appropriate person or
persons; and
(b) reasonable assurance is given that these endorsements are genuine
and effective; and
(c) the Corporation has no duty to inquire into adverse claims or has
discharged any such duty; and
(d) any applicable law relating to the collection of taxes has been
complied with; and
(e) the transfer is in fact rightful or is to a bona fide purchaser.
Section 8.6 Lost, Stolen, or Destroyed Certificates. Any person
claiming a share certificate to be lost, stolen, or destroyed shall make an
affidavit or affirmation of the fact in such manner as the Board of Directors
may require and shall, if the Board of Directors so requires, give the
Corporation a bond of indemnity in form and amount, and with one or more
sureties satisfactory to the Board of Directors, as the Board of Directors may
require, whereupon an appropriate new certificate may be issued in lieu of the
one alleged to have been lost, stolen, or destroyed.
Section 8.7 Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other proper purpose,
the Board of Directors may fix in advance a date as the record date, such date
to be not more than fifty days (and, in the case of a shareholders meeting,
not less than ten days) prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken.
Section 8.8 Record Date if None Fixed. If no record date is fixed as
provided in Section 8.7 of these by-laws, then the record date for any
determination of shareholders which may be proper or required by law shall be
the date on which notice is mailed in the case of a shareholders meeting, or
the date on which the Board of Directors adopts a resolution declaring a
dividend in the case of a payment of a dividend.
ARTICLE NINE
Indemnification
Section 9.1 Indemnification. The Corporation shall have the power to
indemnify any person, his heirs, executors, or administrators, who was or is a
party or who is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in the right of
the corporation), by reason of the fact that he is or was a director, officer,
employee, or agent of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, if he acted in a manner he reasonable believed to
be in or not opposed to the best interest of the Corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent shall not, of itself, create a presumption that the person did
not act in a manner which he reasonable believed to be in or not opposed to
the best interest of the Corporation and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 9.2 Indemnification for Certain Actions. The Corporation shall
have power to indemnify any person who was or is a party or who is threatened
to be made a party to any threatened, pending, or completed action or suit by,
or in the right of, the Corporation to procure a judgment in its favor, by
reason of the fact he is or was a director, officer, employee, or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the Corporation; except that no such indemnification shall be made in respect
to any claim, issue, or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation, unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all of the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Section 9.3 Mandatory Indemnification. To the extent that a director,
officer, employee, or agent of the Corporation has been successful, on the
merits or otherwise, in defense of any action, suit, or proceeding referred to
in the foregoing Section 9.1 and 9.2 of these by-laws or in defense of any
claim, issue, or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Section 9.4 Findings of Indemnification. Any indemnification under sub-
sections 9.1 and 9.2 of these by-laws (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case, upon a
determination that indemnification of the director, officer, employee, or
agent is proper in the circumstances because he has met the applicable
standard of conduct as set forth in sub-sections 9.1 and 9.2. Such
determination shall be made:
(a) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit, or
proceeding;
(b) if such a quorum is not obtainable or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in
a written opinion; or
(c) by the affirmative vote of a majority of the shares entitled to
vote thereon.
Section 9.5 Payment of Expenses in Advance. Expenses incurred in
defending any action, suit, or proceeding referred to above may be paid by the
corporation in advance of the final disposition of such action, suit, or
proceeding as authorized in the specific case upon receipt of an undertaking
by or on behalf of the director, trustee, officer, employee or agent to repay
such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as provided above.
ARTICLE TEN
Miscellaneous
Section 10.1 Inspection of Books and Records. The Board of
Directors shall have power to determine which accounts, books and records of
the Corporation shall be open to the inspection of shareholders, except such
accounts, books and records that are specifically open to inspection by law,
and the Board of Directors shall have power to fix reasonable rules and
regulations not in conflict with the applicable law for the inspection of
accounts, books and records which by law or by determination of the Board of
Directors shall be open to inspection. The right of inspection granted to
shareholders under Section 14-2-1602(c) of the Georgia Business Corporation
Code (or any successor provision) shall not be available for shareholders
owning 2% or less of the outstanding shares.
Section 10.2 Fiscal Year. The fiscal year of the Corporation shall
be the calendar year.
Section 10.3 Seal. The corporate seal shall be in such form as the
Board of Directors may from time to time determine.
Section 10.4 Annual Statements. The Corporation shall prepare such
financial statements showing the results of its operations during its fiscal
year as shall be required by applicable laws, rules and regulations. Upon
receipt of written request, the Corporation promptly shall mail to any
shareholder of record a copy of the most recent such financial statement.
Section 10.5 Contracts, Checks, Drafts, Reports, Etc. Such of the
officers or employees of the Corporation as may from time to time be
designated by the Board of Directors or by the Executive Committee shall have
power and authority to sign contracts, checks, drafts and like instruments and
to endorse checks, bills of exchange, orders, drafts and vouchers made payable
or endorsed to the Corporation, whether in its own right or in any fiduciary
capacity. No officer or employee, however, may on behalf of the Corporation,
execute or deliver any check, draft or other like instrument in favor of
himself.
Section 10.6 Legal Restrictions. All matters covered in these by-
laws shall be subject to such restrictions as shall be imposed on this
Corporation by applicable State and Federal laws, rules and regulations
including, but not limited to, the Georgia Business Corporation Code, the
Georgia Financial Institutions Code, and the Bank Holding Company Act of 1956.
Section 10.7 Conflict. The Articles of Incorporation of this
Corporation shall control in the event of any conflict between such Articles
and these by-laws.
ARTICLE ELEVEN
Amendments
Section 11.1 Power to Amend By-Laws. The Board of Directors shall
have power to alter, amend or repeal these by-laws or adopt new by-laws, but
any by-laws adopted by the Board of Directors may be altered, amended or
repealed, and new by-laws adopted, by the shareholders. The shareholders may
prescribe that any by-law or by-laws adopted by them shall not be altered,
amended or repealed by the Board of Directors.
Section 11.2 Conditions. Action taken by the shareholders with
respect to by-laws shall be taken by an affirmative vote of a majority of all
shares entitled to elect directors, and action by the Board of Directors with
respect to by-laws shall be taken by an affirmative vote of a majority of all
directors then holding office.
Section 11.3 Inspection. A copy of the by-laws, with all amendments
thereto, shall at all times be kept in a convenient place in the main office
of the Corporation and shall be open to inspection by all shareholders during
normal business hours. The directors may furnish a copy of the by-laws, and
all amendments thereto, to all shareholders, provided that all amendments and
alterations by the Board of Directors shall be furnished to the shareholders
at the first meeting of the shareholders thereafter.
EXHIBIT 10.(i)
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
1995 STOCK OPTION PLAN
ARTICLE I
GENERAL PROVISIONS
1.1 Purpose. The Golden Isles Financial Holdings, Inc. 1995
STOCK OPTION PLAN (the "Plan") has been established by Golden Isles Financial
Holdings, Inc., a Georgia corporation (the "Company"), to secure for the
Company and its shareholders the benefits arising from capital stock ownership
by those employees, officers and directors of the Company and its subsidiaries
who will be responsible for its future growth and continued success. The Plan
will provide a means whereby such employees, officers and directors may
purchase shares of the common stock, no par value, of the Company ("Common
Stock") pursuant to options. In so doing, it is intended that the Plan serve
to help the Company and its subsidiaries attract and retain such employees,
officers and directors by making it possible to offer them an increased
incentive to join, or continue in the service of, the Company or its
subsidiaries and to increase their efforts for its welfare.
1.2 Administration. The Plan will be administered and
interpreted by the Company's Board of Directors or by such committee of
directors to whom the Board of Directors may delegate such authority and
responsibility (the "Committee"). In any event, administration will be
subject in all respects to the supervisory prerogative of the Company's Board
of Directors. The Committee will have complete discretion within the
authority delegated by the Board of Directors to control the operation of the
Plan, including participation in the Plan. Members of the Committee shall not
be liable for any action or determination made in good faith and permitted by
the terms of the Plan.
1.3 Participation. Subject to the terms of the Plan, the
Committee shall determine and designate, from time to time, the employees,
officers and directors of the Company or a subsidiary of the Company to whom
options are to be granted (the "Participants"), the number of shares of Common
Stock that shall be subject to options granted to each Participant, the terms
and conditions of each option, the voting and transfer restrictions to which
the shares of Common Stock obtainable upon exercise of each option shall be
subject, and whether each option shall constitute an Incentive Stock Option
(as described in Article II), a Non-Qualified Option (as described in Article
III), or some combination of the foregoing.
1.4 Shares Subject to the Plan. The shares of stock that may be
subject to options under the Plan shall be shares of Common Stock, and may
consist of either unissued shares or shares held in the treasury of the
Company. The aggregate number of shares of Common Stock for which options may
be granted under the Plan shall not exceed two hundred fifty thousand
(250,000) shares, subject to such adjustments as may take place in accordance
with Section 1.12. If, as to any number of shares, any option granted
pursuant to the Plan expires or terminates while the Plan remains in effect,
such number of shares shall again be available for grant under the Plan.
1.5 Option Price. The price at which a share of Common Stock
may be purchased pursuant to the exercise of an option under the Plan shall be
fixed by the Committee on the date the option is granted, and in the case of
Incentive Stock Options, shall be as set forth in Section 2.1.
1.6 Option Expiration Date. The "Expiration Date" with respect
to an option granted to a Participant under the Plan means the earlier of (i)
the date established by the Committee as the date on which the maximum period
of time of such option would elapse (but in no event shall such period of time
be longer than ten years, measured from the date on which the option is
granted), or (ii) the date specified in Section 1.8 or 4.2.
1.7 Exercise of Option. Each option shall be exercisable at
such time or times as shall be established hereunder. The Committee may, in
its discretion, accelerate the exercisability of any one or more options at
any time and for any reason, provided that, if the exercisability of any
Incentive Stock Options is accelerated in a way that causes them no longer to
comply with the provisions of Article II below, then such Incentive Stock
Options shall automatically become Non-Qualified Options as defined in Article
III below to such extent as may be necessary to preserve the qualification of
the maximum number of options for treatment as Incentive Stock Options (and
such recharacterization shall be effected in the reverse order in which such
options were granted, such that the most recently granted Incentive Stock
Options shall be recharacterized as Non-Qualified Options first). A
Participant may exercise an option by giving written notice (the "Exercise
Notice") thereof prior to the option's Expiration Date to the Secretary of the
Company at the Company's corporate headquarters.
The full purchase price of the shares purchased pursuant to the
exercise of an option shall be paid, in cash, or, in the event the Common
Stock is traded on an exchange or over-the-counter, by tender of stock
certificates in proper form for transfer to the Company representing shares of
Common Stock valued at the Fair Market Value (as described in Article II) of
the Common Stock on the preceding business day, or by any combination of the
foregoing, contemporaneously with the giving of the Exercise Notice. In
addition, the Participant shall pay to the Company at the time of exercise, or
shall otherwise make arrangements satisfactory to the Committee regarding
payment of, any additional amount that the Committee deems necessary to
satisfy the Company's liability to withhold federal, state or local income or
other taxes incurred by reason of exercise of the option.
1.8 Termination of Employment. The Committee shall have the
power to specify, with respect to the Options granted to any particular
Participant the effect upon such Participant's right to exercise an Option of
the termination of such Participant's employment under various circumstances,
which effect may include immediate or deferred termination of such
Participant's rights under an Option, or acceleration of the date at which an
Option may be exercised in full. In the event of exercise of any option after
the termination of employment (including by reason of death or disability),
the Participant may exercise the option only with regard to the shares that
could have been obtained under options exercisable on the date of termination
of employment.
1.9 Compliance With Applicable Laws. Notwithstanding any other
provision of the Plan, the Company shall not be obligated to issue any shares
of Common Stock under the Plan unless such issuance is in compliance with all
applicable laws and any applicable requirements of any securities exchange on
which the Common Stock is traded. Prior to the issuance of any shares of
Common Stock under the Plan, the Company may require a written statement from
the recipient as evidence of such compliance, including an acknowledgment by
the recipient that the recipient is acquiring the shares for investment and
not for the purpose or with the intention of distributing the shares.
1.10 Transferability and Restrictions Upon Transfer and Voting.
Options under the Plan are not transferable except by will or under the laws
of descent and distribution. Options may be exercised during the lifetime of
the Participant only by the Participant. Shares of Common Stock received upon
exercise of options granted under the Plan may be subject to such voting and
transfer restrictions as the Committee in its sole discretion shall establish
at the time such options are granted. If the transfer or voting of shares
obtained upon exercise of an option is restricted, certificates representing
such shares may bear a legend referring to such restrictions.
1.11 Employment and Shareholder Status. This Plan, any document
describing this Plan, the grant of any option hereunder, and any agreement
evidencing the grant of such option shall not be construed to give any
Participant or any other employee a right to continued employment by the
Company or affect the right of the Company to terminate the employment of any
such person with or without cause. The grant of an option under the Plan
shall not confer upon the holder thereof any right as a shareholder of the
Company. No person entitled to exercise any option granted under the Plan
shall have any of the rights or privileges of a shareholder of record with
respect to any shares of Common Stock issuable upon exercise of such option
until such option is exercised and certificates representing such shares have
been issued and delivered.
1.12 Adjustments and Ownership Changes. In the event of any
change in the outstanding shares of Common Stock by reason of any stock
dividend, stock split, or similar corporate change involving the Common Stock,
the aggregate number and kind of shares subject to options outstanding or to
be granted under the Plan shall be proportionately adjusted or modified, and
the terms of any outstanding option shall be adjusted or modified accordingly.
In the event of any merger, consolidation, reorganization,
division or other corporate transaction in which the Common Stock is converted
into another security or into the right to receive securities or property of
the Company or of any other entity (an "Ownership Change"), the Company shall
have the right, at its discretion, to provide for the assumption or
substitution of comparable stock options in place of the options theretofore
granted hereunder.
In the event such an Ownership Change takes place and provision is
not made for such assumption or substitution, or in the event that the Company
sells all or substantially all of its assets, or engages in a liquidation of
all or substantially all of its assets (a "Termination Event"), the Committee
may, in its discretion, accelerate the exercisability of any one or more
options in accordance with Section 1.7. It is the policy of the Company that
the decision whether to accelerate the exercisablity of outstanding options
take into account such factors as the profitability of the transaction giving
rise to the Termination Event to the shareholders of the Company, the
likelihood that the business of the Company will substantially continue under
the same, different or changed ownership following such transaction, the
tenure and performance of individual Participants, the possibility that some
or all of the Participants receive or are invited to participate in benefits
or benefit plans if they continue as employees of the successor to the
Company's business or other consideration in connection with such transaction,
and any other factors that may be appropriate within the scope of their
business judgment. Whether or not such an acceleration occurs, all
outstanding exercisable and non-exercisable options shall be cancelled to the
extent they remain unexercised at the time such transaction is consummated.
The determination of the Committee in its sole discretion with respect to all
such matters shall be final and binding.
In no event shall any fraction of a share of stock be issued upon
the exercise of an option.
1.13 Agreement With Company. At the time of a grant of an
option, the Committee shall require a Participant to enter into a written
agreement with the Company in a form specified by the Committee. Such
agreement shall reflect the Participant's agreement to the terms and
conditions of the Plan and to such additional terms and conditions, not
inconsistent with the Plan, as the Committee may, in its sole discretion,
prescribe. No option purported to be granted pursuant to the Plan shall be
valid or binding on the Company unless evidenced by a written agreement and
approved by the Committee.
ARTICLE II
INCENTIVE STOCK OPTIONS
In addition to the requirements of Articles I and IV, Incentive
Stock Options shall be subject to the following provisions:
2.1 Exercise Price. The exercise price of an Incentive Stock
Option shall not be less than the Fair Market Value of the Common Stock at the
time such option is granted. "Fair Market Value" shall mean (a) the closing
sales price of the Common Stock, regular way, first preceding the time at
which Fair Market Value is to be determined, on the national securities
exchange having the greatest volume of trading in the Common Stock during the
thirty-day period preceding the day the value is to be determined; or (b) if
the Common Stock is not traded on any national securities exchange, the
closing sales price of the Common Stock first preceding the time at which Fair
Market Value is to be determined, as reported on the National Association of
Securities Dealers Automated Quotation System (NASDAQ) National Market System,
or any successor system; or (c) if the trading of the Common Stock is not
reported by the NASDAQ National Market System, the average of the closing bid
and asked prices of the Common Stock on the over-the-counter market first
preceding the time at which Fair Market Value is to be determined, as reported
by NASDAQ, or any other national quotation service; or (d) if the Common Stock
is not traded on a national exchange nor on the over-the-counter market, the
fair market value as determined by the Committee based on such relevant facts
as may be available to it, which may include the price at which securities of
reasonably comparable corporations in the same industry are being traded
(subject to appropriate adjustments for the absence of a public market and
other dissimilarities between the Company and such corporations), the earnings
history, book value and prospects of the Company in light of market conditions
generally, the prices for recent sales of the Common Stock, opinions of
independent experts, and such other evidence as the Committee determines it
may rely on in making a good faith valuation.
The closing sales prices and closing bid and asked prices in clauses
(a), (b) and (c) shall be those published in The Wall Street Journal. If such
prices are not reported for the day Fair Market Value is to be determined,
prices reported for the first preceding day for which such information is
available shall be used.
2.2 Limitation on Options. The aggregate Fair Market Value of
all shares of Common Stock (determined at the time the Incentive Stock Option
is granted) that are subject to Incentive Stock Options granted by the Company
under the Plan and any other similar plans, including plans of a subsidiary,
then in effect, and that become exercisable for the first time during any
calendar year, may not exceed $100,000.
2.3 Continued Employment. Whether military, government or other
service or other leave of absence of a Participant shall constitute a
termination of employment shall be determined in each case by the Committee in
accordance with the principles and requirements of Sections 421, 422 and 425
of the Code, and applicable Treasury Regulations.
2.4 Special Rule for Ten Percent Shareholder. If at the time an
Incentive Stock Option is granted, a Participant owns stock possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company, as determined using the attribution rules of Section
425(d) of the Code, then the terms of the Incentive Stock Option shall specify
that the exercise price shall be at least 110% of the Fair Market Value of the
shares of Common Stock that are subject to the Incentive Stock Option, and
such Incentive Stock Option shall not be exercisable after the expiration of
five years from the date such Incentive Stock Option is granted.
2.5 Interpretation. In interpreting this Article II of the Plan
and the provisions of individual option agreements, the Committee shall be
governed by the principles and requirements of Sections 421, 422 and 425 of
the Code, and applicable Treasury Regulations.
ARTICLE III
NONQUALIFIED STOCK OPTIONS
In addition to the requirements of Articles I and IV, Nonqualified
Stock Options shall be subject to the following provisions:
3.1 Exercise Price. The Company may elect to grant Nonqualified
Stock Options at a price less than the Fair Market Value of the Common Stock
at the time such option is granted.
3.2 Section 83(b) Election. The Company recognizes that
Participants who receive Nonqualified Stock Options may be subject to
restrictions regarding their right to trade Common Stock under applicable
securities laws or other transfer restrictions imposed by agreement with the
Company. Such may cause such Participant's exercising such options not to be
taxable under the provisions of Section 83(c) of the Code. Accordingly,
Participants exercising such Nonqualified Stock Options may consider making an
election to be taxed upon exercise of such options under Section 83(b) of the
Code. To effect such election (if made by the Participant), the Company will
file such election with the Internal Revenue Service within thirty (30) days
of exercise of the option and otherwise in accordance with applicable Treasury
Regulations.
ARTICLE IV
ADDITIONAL PROVISIONS
4.1 Shareholder Approval. The Plan shall be submitted for the
approval of the shareholders of the Company no later than one year after its
approval by the Board of Directors. If at said meeting or during such period
the shareholders of the Company do not approve the Plan, then no Incentive
Stock Options may be granted under the Plan, and all options previously
granted shall be nonqualified.
4.2 Forfeiture for Competition. If an Optionee provides
services to a competitor of the Company or any of its Subsidiaries, whether as
an employee, officer, director, independent contractor, consultant, agent or
otherwise, such services being of a nature that can reasonably be expected to
involve the skills and experience used or developed by the Optionee while an
employee of the Company or any of its Subsidiaries, then that Optionee's
rights under any Options outstanding hereunder shall be forfeited and
terminated, subject to a determination to the contrary by the Committee.
4.3 Effective Date. The Plan shall become effective as of April
20, 1995 subject, with respect to Incentive Stock Options, to shareholder
approval pursuant to Section 4.1 and shall expire on April 20, 2005. No
options may be granted under the Plan after April 20, 2005, but options
granted on or before that date may be exercised according to the terms of the
option agreements and shall continue to be governed by and interpreted
consistent with the terms hereof.
4.4 Amendment and Termination of Plan. Subject to any approval
of the shareholders of the Company as may be required by law, the Board of
Directors of the Company may at any time amend, suspend or terminate the Plan.
No amendment, suspension or termination of the Plan (other than in connection
with such actions as are expressly authorized in the Plan) shall adversely
affect or impair any option previously granted under the Plan without the
consent of the holder thereof.
EXHIBIT 10.(ii)
RESTRICTED STOCK GRANT AGREEMENT
THIS RESTRICTED STOCK GRANT AGREEMENT (this "Agreement"), dated as
of July 25, 1995, is by and between GOLDEN ISLES FINANCIAL HOLDINGS, INC., a
Georgia corporation (the "Company"), and ____________________________,
("Grantee").
WHEREAS, the Board of Directors of the Company has determined that
Grantee is to be granted, as compensation for his duties as a director or
officer of the Company, shares of the common stock, no par value, of the
Company (the "Common Stock") subject to the restrictions set forth in this
Agreement.
NOW, THEREFORE, the Company and Grantee hereby agree as follows:
1. Grant of Shares. Grantee is granted _____________________
(_______) shares of Common Stock (the "Shares") subject to his or her
agreement to the terms herein. Grantee, or his or her nominee, shall be the
record holder of the Shares and shall have all incidents of ownership therein
except as provided otherwise in this Agreement.
2. Restrictions on Shares. (a) During the period and under
the conditions set forth in Section 3 below, the Shares are subject to
forfeiture. If an Event of Forfeiture (as defined below) occurs, then the
certificate representing the Shares subject to such forfeiture shall be
delivered to the Company, it shall be cancelled, and the Shares represented
thereby shall no longer be recorded as outstanding shares in the Company's
stock records, but rather shall become authorized but unissued shares of the
Company. Grantee shall receive no consideration or compensation in connection
with forfeiture of any Shares. If any certificate representing Shares
cancelled by the Company represents as well Shares not subject to forfeiture
hereunder, then the Company shall issue a replacement certificate to the
record holder of such Shares representing that number of Shares not forfeited
and cancelled.
(b) Each certificate representing Shares which are subject to
restriction under this Agreement shall carry a legend to the effect of the
restrictions or referring to the restrictions under this Agreement. At any
time and from time to time when the restrictions hereunder lapse with respect
to a number of Shares, Grantee may submit the certificate representing such
Shares to the Company requesting the reissuance of one or more certificates
representing restricted Shares and Shares no longer subject to such
restrictions. Such replacement certificate for Shares no longer subject to
restrictions under this Agreement shall contain no legend regarding such
restrictions may contain such other legends required under federal or state
securities laws or otherwise deemed prudent by the Company.
(c) For so long as Shares are subject to restriction under this
Agreement, such Shares are not transferable by Grantee, and accordingly they
may not be sold, transferred by gift or otherwise, pledged, or hypothecated,
nor shall Grantee permit any lien or encumbrance be placed on such Shares.
3. Period of Restrictions and Triggering of Forfeiture. (a)
All Shares shall be subject to this Agreement for one year from the Effective
Date (defined below). After each year, measured from the Effective Date, one-
seventh of the original amount of the Shares shall no longer be subject to
this Agreement, so that after seven years there will remain no Shares subject
hereto. At such time as there are no Shares subject to this Agreement, then
this Agreement will terminate, provided, however, that all Shares subject to
this Agreement at the time of occurrence of an Event of Forfeiture shall
remain subject to this Agreement, and this Agreement shall remain in effect
until forfeiture of the Shares has been properly documented and such Shares
have been cancelled in the stock records of the Company.
(b) The effective date for the measurement of the period of
restriction with respect to the Shares shall be July 25, 1995 (the "Effective
Date").
(c) Forfeiture of Shares subject to this Agreement shall occur
("Event of Forfeiture"), except as provided in paragraph (d) or (e) below, at
any time Grantee shall cease being a director of the Company, a director of
any subsidiary of the Company, an executive officer of the Company, or an
executive officer of a subsidiary, except for a reasonably brief period of
time when Grantee is moving from one such qualifying position to another. For
purposes of this Agreement "executive officer" shall mean: (i) in the case of
a Grantee who is not a director at the time of this Agreement, a position with
the Company or any of its subsidiaries substantially equivalent in
responsibility and authority to Grantee's position as an officer at the time
of this Agreement, and (ii) in the case of a Grantee who is a director at the
time of this Agreement, a position with the Company or any of its subsidiaries
at a vice-president or higher level which involves policy-making authority.
(d) If an Event of Forfeiture would otherwise have occurred under
paragraph (c) as a result of Grantee's death or disability, then the Company
may, at its discretion, waive the restrictions with respect to any or all of
the Shares subject to this Agreement under any conditions it deems
appropriate, or permit full ownership rights to vest as scheduled over the
seven-year period notwithstanding Grantee's failure because of death or
disability to meet the requirements of paragraph (c) above over that period.
(e) Risk of forfeiture under Section 2 above shall terminate with
respect to all Shares upon the occurrence of any of the following: (1) any
merger, consolidation, reorganization, division or other corporate transaction
in which the Common Stock is converted into another security or into the right
to receive securities or property of the Company or of any other entity, other
than a transaction where the holders of all of the Company's securities before
the transaction own substantially all of the securities of the surviving
entity in the transaction (e.g., a merger to change domicile would not trigger
termination of rights); (2) the Company's sale of all or substantially all of
its assets, or liquidation of all or substantially all of its assets; or (3) a
change of control of the Company, which, for example, but not by way of
limitation, shall be deemed to have occurred (i) upon the accumulation by any
person of beneficial ownership of voting securities of the Company in excess
of ten percent (10%) of the then-outstanding voting securities, or (ii) by the
removal at one time by the vote of shareholders of one half or more of the
members of the Company's Board of Directors.
4. Grantee Acknowledgments. (a) Grantee acknowledges that the
Shares are being granted as compensation and as an incentive, and Grantee is
not giving anything of value in consideration of the grant. Grantee
understands that he or she may be subject to federal and state income tax as a
result of the grant of the Shares. He or she has or will seek advice from his
or her own tax advisor with respect to the tax effect of the grant, including
the effect of and decision whether or not to elect to be taxed currently under
Section 83(b) of the Internal Revenue Code of 1986, as amended, in connection
with the transferred property.
(b) Grantee further acknowledges that the Shares have not been
sold to Grantee pursuant to registration under the Securities Act of 1933, as
amended (the "Securities Act"), or under any applicable state securities laws,
and that the further sale, transfer, pledge or other disposition of the Shares
by Grantee must comply with the Securities Act and applicable state securities
laws.
5. Certificates to be Held in Trust; Voting; Dividends. (a)
At the option of the Company to facilitate effecting the forfeiture of Shares
Grantee shall deliver to and deposit with the Company or an independent
custodian designated by the Company (the "Agent") the share certificate or
certificates representing the Shares, together with stock transfer powers duly
endorsed in blank.
(b) Except as otherwise expressly provided in this Agreement,
Grantee shall have all the rights of a shareholder with respect to the Shares
while they are held in trust under this Agreement, including the right to vote
the Shares and to receive any cash dividends declared thereon. If there
occurs any stock dividend, stock split or similar distribution or exchange
with respect to the Shares, any new, substituted or additional securities to
which Grantee thereby becomes entitled by reason of his or her ownership of
the Shares shall be deposited with the Agent and treated thereafter as part of
the "Shares" for purposes of this Agreement.
6. Not an Agreement of Employment. Grantee is not hereby
offered employment by the Company or with any subsidiary of the Company as an
officer or otherwise, nor promised continued employment under any terms and
for any period, and nothing in this Agreement may be construed to the
contrary. Likewise, Grantee is not hereby offered a nomination or appointment
as a director of the Company or of any subsidiary of the Company or any right
thereto for any period.
7. Notices. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be deemed to
have been given when delivered by personal delivery, by facsimile transmission
or by mail, to the following address:
To Grantee: _________________________
_________________________
_________________________
_________________________
_________________________
To the Company: Golden Isles Financial Holdings, Inc.
200 Plantation Chase
St. Simons Island, Georgia 31522
<PAGE>
or at such other address or facsimile number as the parties hereto shall have
last designated by notice to the other party. Any notice given by personal
delivery or mail shall be deemed to have been delivered on the date of receipt
of such delivery at such address; and any notice given by facsimile
transmission shall be deemed to have been delivered on the date of
transmission if received during business hours on a business day, or the next
business day after transmission if received after business hours on a business
day or at any time on a non-business day.
8. Failure to Enforce Not a Waiver. The failure of the Company
or Grantee to enforce at any time any provision of this Agreement shall in no
way be construed to be a waiver of such provisions or of any other provision
hereof.
9. Entire Agreement; Amendments. This document sets forth the
entire agreement between the parties with respect to the subject matter
hereof, and it supersedes any prior discussions or written documents
addressing such subject matter. This Agreement may be amended or modified
only by an instrument in writing signed by Grantee and an authorized
representative of the Company.
10. Governing Law. This Agreement has been entered into, and
shall be governed by and construed according to the laws of, the State of
Georgia, without regard to the conflicts of law rules thereof.
11. Successors and Assigns. This Agreement shall inure to the
benefit of, and be binding on, the successors and assigns of the Company, and
such persons as may be permitted to succeed to the rights of Grantee hereunder
with respect to the Shares.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
By: _______________________________
Gregory S. Junkin
Chairman and Chief Executive Officer
GRANTEE:
___________________________________
Name:
EXHIBIT 10.(iii)
OPTION AGREEMENT
THIS OPTION AGREEMENT (this "Agreement"), dated as of July 25,
1995, is by and between GOLDEN ISLES FINANCIAL HOLDINGS, INC., a Georgia
corporation (the "Company"), and ______, (the "Optionee").
WHEREAS, the Board of Directors of the Company has determined that
the Optionee is to be granted under the Company's 1995 Stock Option Plan (the
"Plan"), on the terms and conditions set forth herein, an option (the
"Option") to purchase a specified number of shares of the common stock, no par
value, of the Company (the "Common Stock").
NOW, THEREFORE, the Company and the Optionee hereby agree as
follows:
1. Grant of Option: Number of Shares and Option Price. The
Option is for up to _____________________ (_______) shares of Common Stock
(the "Option Shares") at a price of $6.50 per share, which price is an amount
believed by the Company to be equal to the Fair Market Value (as defined in
the Plan) of a share of the Common Stock as of the date of grant. The Option
is intended to constitute an Incentive Stock Option, as defined in the Plan
and as contemplated by Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"). The Option is granted pursuant to the Plan and is
subject to the terms and conditions thereof, which are incorporated herein by
this reference. To the extent any provision in this Agreement is inconsistent
with the Plan, the provisions of the Plan shall govern. The Participant
hereby acknowledges receipt of, or access to, a copy of the Plan. Capitalized
terms used in this Agreement if not otherwise defined herein shall have the
meanings given them in the Plan.
2. Period of Option and Conditions of Exercise. (a) The
Option shall be considered granted as of the date hereof (the "Option Date").
The Option shall terminate on the earliest of (i) the date that falls ten (10)
years after the Option Date or (ii) the date specified in Section 4 hereof (in
either case, the "Expiration Date"). Upon the Expiration Date, the Optionee
shall no longer be entitled to exercise the Option.
(b) The Option may be exercised with respect to [the number of
Option Shares and at such time or times indicated on the vesting schedule
contained in Exhibit "A" hereto][or -- set forth the vesting schedule in this
paragraph]. Once the Option is exercisable with respect to a number of Option
Shares, the Optionee may exercise the Option at any time and from time to time
with respect to all or part of those Option Shares. Notwithstanding the
vesting schedule set forth [in Exhibit A -- or, above], the Option may be
immediately exercised with respect to all Option Shares subject thereto
immediately prior to the closing of: (1) any merger, consolidation,
reorganization, division or other corporate transaction in which the Common
Stock is converted into another security or into the right to receive
securities or property of the Company or of any other entity, whether or not
provision is made for assumption or substitution of comparable stock options,
other than a transaction where the holders of all of the Company's securities
before the transaction own substantially all of the securities of the
surviving entity in the transaction (e.g., a merger to change domicile would
not trigger acceleration of vesting); (2) the Company's sale of all or
substantially all of its assets, or liquidation of all or substantially all of
its assets; or (3) the sale or transfer of more than 51% of the voting
securities of the Company to persons or entities (including affiliates of such
persons or entities) who are not affiliated with persons or entities who
previously held at least 51% of the equity securities of the Company. If
requested by the Company, the Optionee shall deliver this Agreement to the
Secretary of the Company at the time of exercise of the Option so that a
notation may be made in this Agreement as to such exercise. After such
notation has been made, this Agreement shall then be returned to the Optionee.
(c) To exercise the Option, the Optionee must deliver to the
Secretary of the Company at its corporate headquarters the Notice of Exercise
attached as the Exhibit to this Agreement together with payment of the
aggregate exercise price in the manner permitted by the Plan.
(d) The Optionee shall not be deemed to be a holder of any Option
Shares following the exercise of the Option until the full exercise price for
such shares has been paid and a stock certificate has been issued and
delivered for such shares.
3. Adjustment in Number of Shares. The number of Option Shares
shall be subject to adjustment for stock dividends, stock splits, or similar
corporate change involving the Common Stock to the extent set forth in Section
1.12 of the Plan.
4. Termination of Employment.
(a) Except as provided in this Section 4, the Option may not be
exercised after the Optionee has ceased to be employed by the Company or by
one of its subsidiaries (the Company and its subsidiaries, as that term is
defined in Section 425(f) of the Code, are referred to in this Section
together as the "Company"), including by reason of death or disability. If
the Optionee ceases to be employed by the Company other than by reason of
(1) Optionee's death or disability, or
(2) Optionee's voluntary termination of his or her employment without
the Company's consent, or
(3) the Company's termination of Optionee's employment for "good
cause,"
then the Option may be exercised at any time within three (3) months after the
termination of his or her employment. As used in this Agreement, termination
for "good cause" shall mean discharge by reason of dishonesty, fraud, gross
neglect of duty, gross misfeasance in office, intentional damage to important
interests of the Company, commission of a felony or any other act of moral
turpitude, or commission of any other act materially detrimental to the
interests of the Company that the Optionee knew or should have known would
have such effect, all as determined by the Board of Directors or the Committee
in good faith based on such evidence as it deems necessary for such purpose.
(b) If the Optionee ceases to be employed by the Company by reason of
his or her death or disability (within the meaning of Section 22(e)(3) of the
Code), then the Option may be exercised (including by the person or persons to
whom such right passes pursuant to Section 5) at any time within twelve (12)
months after the termination of his or her employment, but only with respect
to Option Shares with respect to which the Option was exercisable at the time
employment ceased.
(c) If the Optionee ceases to be employed by the Company by reason of
Optionee's voluntary termination of his or her employment without the
Company's consent, or the Company's termination of Optionee's employment for
"good cause," then immediately upon such termination the Option shall cease to
be exercisable.
5. Option Not Transferable. The Option is not transferable
other than by will or under the laws of descent and distribution. During the
lifetime of the Optionee, the Option may be exercised only by the Optionee.
6. Investment Representations. (a) The Optionee acknowledges
that the Option and the Option Shares obtainable upon exercise of the Option
have not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), or under applicable state securities laws.
(b) The Optionee acknowledges that, prior to the issuance of the
Option Shares, the Company may delay the delivery of certificates for the
Option Shares for such time as the Company deems necessary or desirable to
enable the Company to comply with (i) the listing requirements of any exchange
upon which the Option Shares may be listed; (ii) the requirements of the
Securities Act or the Securities Exchange Act of 1934, as amended, or any
rules or regulations of the Securities and Exchange Commission promulgated
thereunder; or (iii) the requirements of applicable state laws relating to
authorization, issuance or sale of such securities. The Optionee shall
provide such information as the Company deems necessary or desirable to secure
such compliance.
7. Legends. The share certificates evidencing the Option
Shares may contain such legends as may be desirable or required in keeping
with applicable state corporation and securities laws.
8. Holding Period for Option Shares. (a) Optionee
acknowledges that he or she will have ordinary taxable income if there is a
disposition of shares of the Common Stock received pursuant to the exercise of
this Option within two years of the Option Date or within one year from the
date on which the shares were issued pursuant to his or her Notice of Exercise
as set forth in Section 2 hereof.
(b) Optionee agrees that he or she will notify the Company in
writing of any disposition that occurs during either of the two aforementioned
holding periods. Such notice shall include the date of the disposition, the
number of shares disposed of, and the price per share received, and shall be
made within thirty days of the disposition. In the event the Company shall at
that time believe that, under applicable regulations or practice, it is
required to deliver to the Internal Revenue Service federal income withholding
taxes, in order to ensure its entitlement to a deduction (for the purposes of
the Company's federal income tax liability) relating to such premature
disposition, Optionee shall be obligated to pay the amount of such withholding
taxes (as determined by the Company) to the Company either by Optionee's check
delivered to the Company within five days after the Company has notified
Optionee of the amount of the withholding tax obligation or by deductions from
Optionee's future compensation on a schedule satisfactory to the Company.
9. Notices. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be deemed to
have been given when delivered by personal delivery, by facsimile transmission
or by mail, to the following address:
To Optionee: _________________________
_________________________
_________________________
_________________________
To the Company: Golden Isles Financial Holdings, Inc.
200 Plantation Chase
St. Simons Island, GA 31522
or at such other address or facsimile number as the parties hereto shall have
last designated by notice to the other party. Any notice given by personal
delivery or mail shall be deemed to have been delivered on the date of receipt
of such delivery at such address; and any notice given by facsimile
transmission shall be deemed to have been delivered on the date of
transmission if received during business hours on a business day, or the next
business day after transmission if received after business hours on a business
day or at any time on a non-business day.
10. Failure to Enforce Not a Waiver. The failure of the Company
or the Optionee to enforce at any time any provision of this Agreement shall
in no way be construed to be a waiver of such provisions or of any other
provision hereof.
11. Amendments. This Agreement may be amended or modified only
by an instrument in writing signed by the Optionee and an authorized
representative of the Company. Except as provided in Section 13, no third
party shall be entitled to claim the benefit of or enforce this Agreement.
12. Governing Law. This Agreement has been entered into, and
shall be governed by and construed according to the laws of, the State of
Georgia, without regard to the conflicts of law rules thereof.
13. Successors and Assigns. This Agreement shall inure to the
benefit of, and be binding on, the successors and assigns of the Company, and
such persons as may be permitted to succeed to the rights of the Optionee
hereunder with respect to the Option and the Option Shares. The parties shall
take such steps as reasonably may be necessary, including but not limited to
the execution and delivery of an agreement to replace this Agreement, to give
effect to the provisions of this Section 13 in a way that the relative
benefits and obligations of the parties (and their successors and assigns)
under this Agreement are preserved as closely as possible.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
By:
(Optionee) Gregory S. Junkin
Chairman and Chief Executive Officer
EXHIBIT
Notice of Exercise of Stock Options
To Golden Isles Financial Holdings, Inc.:
I hereby elect to purchase __ shares of common stock, no par
value ("Common Stock"), of Golden Isles Financial Holdings, Inc. (the
"Company") in accordance with the option ("Option") granted to me on
__________, 199__ under the Option Agreement between the Company and me, dated
as of the same date (the "Option Agreement"). Enclosed is payment in full of
the exercise price for such shares, calculated in accordance with the terms of
the Company's 1995 Stock Option Plan, consisting of a check in the amount of
$______________.
In the event any of the options being hereby exercised are not
Incentive Stock Options as of the date hereof, then also accompanying this
Notice is my check in the amount of $____________, in payment of federal and
state income withholding and employment taxes applicable to this exercise.
The amount of such payment is based on advice received from appropriate
officials of the Company responsible for the administration of its payroll and
employment tax obligations.
I hereby represent and warrant that my exercise of the Option is
in compliance with the terms and conditions set forth in the Option Agreement.
I further acknowledge and agree that the shares so purchased shall remain
subject to the applicable terms and conditions set forth in the Option
Agreement.
I hereby represent and warrant that I am purchasing the shares
for my own account for investment purposes only and not with a view to, or for
sale in connection with, a distribution of the shares except in compliance
with all Federal and applicable state securities laws.
I am fully aware of (i) the highly speculative nature of the
investment in the shares; (ii) the financial risks involved; and (iii) the
possible lack of liquidity of the investment. I am capable of evaluating the
merits and risks of this investment, I have the ability to protect my own
interests in this transaction, and I am financially capable of bearing a total
loss of this investment.
I understand that I may suffer adverse tax consequences as a
result of my purchase or disposition of the shares. I have sought such tax
counsel as I have deemed necessary, and I am not relying on the Company for
any tax advice.
Date: _______________________ ______________________________
Optionee
(Print Name):
