<PAGE>
------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4
UNDER THE SECURITIES ACT OF 1933
------------------------------
PREMIER BANCSHARES, INC.
------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
GEORGIA 2180 Atlanta Plaza 58-1793778
-------------------------- --------------
(State or other jurisdiction of 950 East Paces Ferry Road (I.R.S. Employer
incorporation or Atlanta, Georgia 30326 Identification Number)
--------------------------------------
organization) (Address of principal executive offices)
</TABLE>
NORTH FULTON BANCSHARES, INC.
1996 STOCK INCENTIVE PLAN
(Full title of the plan)
----------------------------------
Steven S. Dunlevie, Esq.
Elizabeth O. Derrick, Esq.
Womble Carlyle Sandridge & Rice, PLLC
Suite 700, 1275 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 872-7000
----------------------------------
(Name, address and telephone number, including area code,
of agent for service)
This Post-Effective Amendment covers 203,933 shares of the
Registrant's common stock, $1.00 par value per share, which were included in the
shares of such common stock originally registered on Registration Statement on
Form S-4 (File No. 333-82661) to which this is an amendment. The registration
fee in respect to such common stock was paid at the time of the original filing
of the Registration Statement relating to such common stock.
<PAGE>
_________
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------ ---------------------------------------
The following documents filed by Premier Bancshares, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, filed with the Commission on March 25, 1999.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, filed with the Commission on March 17, 1999.
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999, filed with the Commission on August 16, 1999.
(d) The Company's Current Reports on Form 8-K filed with the
Commission on April 9, 1999, April 27, 1999, May 27, 1999, and August 3,
1999.
(e) The description of the Company's Common Stock, par value $1.00 per
share, contained in the Company's Registration Statement on Form S-4 and
Appendices D and E thereto (Registration No. 333-24537), filed with the
Commission on May 16, 1997, including any amendment or report filed for the
purpose of updating such description.
(f) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
period referred to in (a), above.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
Item 4. Description of Securities.
- ------ -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
The legality of the securities offered hereby has been passed
upon by the firm of Womble Carlyle Sandridge & Rice, PLLC, counsel to the
Company.
Item 6. Indemnification of Directors and Officers.
- ------ -----------------------------------------
The provisions of the Georgia Business Corporation Code (the
"Georgia Code") and the Company's Bylaws set forth the extent to which the
Company's directors and officers may be indemnified against liabilities they may
incur while serving in such capacities. Under the Company's Bylaws, the Company
is required to indemnify its officers and directors against reasonable expenses
(including attorneys' fees) incurred by them in the defense of any action, suit
or proceeding to which they were made a party, or in defense of any claim, issue
or matter therein, by reason of the fact that they are or were officers,
directors, employees or agents of the Company, to the extent that they have been
successful, on the merits or otherwise, in such defense. The Company's Bylaws
also permit indemnification of its directors and officers against any liability
incurred in connection with any threatened, pending or completed action,
II-1
<PAGE>
suit or proceeding by reason of the fact that they are or were directors or
officers of the Company or who, while directors or officers of the Company, are
or were serving at the Company's request as directors, officers, partners,
trustees, employees or agents of another entity, if they acted in a manner they
believed in good faith to be in, or not opposed to, the best interests of the
Company, or, with respect to any criminal proceeding, had no reasonable cause to
believe their conduct was unlawful, if a determination has been made that they
have met these standards of conduct. Such indemnification in connection with a
proceeding by or in the right of the Company, however, is limited to reasonable
expenses, including attorneys' fees, incurred in connection with the proceeding.
The Company must also provide advancement of expenses incurred by any director
or officer in defending any such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such officer or director to repay such advances
unless it is ultimately determined that he or she is not entitled to
indemnification by the Company.
The Company may not indemnify a director or officer in connection with
a proceeding by or in the right of the Company in which the director of officer
was adjudged liable to the Company for appropriation of a business opportunity
or payment of unlawful dividends, in connection with a proceeding in which he or
she was adjudged liable on the basis that he or she improperly received a
personal benefit or for intentional misconduct or a knowing violation of law.
The indemnification provisions of the Georgia Code are essentially
identical to those set forth above, except that the Georgia Code permits, but
does not require, a corporation to advance expenses under the circumstances for
such payments described above.
The Company maintains an insurance policy insuring the Company and its
directors and officers against certain liabilities, including liabilities under
the Securities Act of 1933.
The Company's Articles of Incorporation provide that no director of
the Company shall be personally liable to the Company or its shareholders for
monetary damages for a breach of the duty of care or of any other duty as a
director, except in the case of: (i) wrongful appropriation of any business
opportunity of the Company; (ii) acts or omissions not in good faith or
involving intentional misconduct or a knowing violation or law; (iii) liability
for unlawful distributions; or (iv) any transaction from which the director
derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
Not applicable.
Item 8. Exhibits.
- ------ --------
The following exhibits are filed as a part of this Registration
Statement:
Number Description
------ -----------
4.1 Articles of Incorporation of Premier Bancshares, Inc., as
restated (incorporated by reference from Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999).
4.2 Bylaws of Premier Bancshares, Inc., as amended and restated
(incorporated by reference from Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1998).
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
legality of the Common Stock being registered.
23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
contained in its opinion filed as Exhibit 5.
II-2
<PAGE>
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Mauldin & Jenkins, LLC.
23.4 Consent of Mauldin & Jenkins, LLC.
23.5 Consent of Mauldin & Jenkins, LLC.
23.6 Consent of Bricker & Melton, P.A.
23.7 Consent of Porter Keadle Moore, LLP.
23.8 Consent of Porter Keadle Moore, LLP.
23.9 Consent of Porter Keadle Moore, LLP.
24 Power of Attorney. (See signature page to the Registration
Statement.)
99 North Fulton Bancshares 1996 Stock Incentive Plan and
amendment thereto.
Item 9. Undertakings.
- ------ ------------
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
-------- -------
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement
II-3
<PAGE>
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Premier
Bancshares, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4
(File No. 333-82661) to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on this 23rd day of
September, 1999.
PREMIER BANCSHARES, INC.
By: /s/ Darrell D. Pittard
--------------------------------------
Darrell D. Pittard
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears on the signature pages to this Registration Statement constitutes and
appoints Darrell D. Pittard and Robert C. Oliver and each of them (either of
whom may act without the consent or joinder of the other), his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned, and in his or her name, place and stead, in
any and all capacities to sign any and all amendments, including post-effective
amendments, to this Post-Effective Amendment No. 1 on Form S-8 (the
"Registration Statement") to Registration Statement on Form S-4 (File No. 333-
82661), to make such changes in the Registration Statement as such attorneys-in-
fact deems appropriate to file the same, with all exhibits thereto and other
documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents and each of them, full power and
authority to do so and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4
(File No. 333-82661), has been signed by the following persons in the capacities
indicated on September 23, 1999.
/s/ Darrell D. Pittard *
- ------------------------------------ --------------------------------------
Name: Darrell D. Pittard Name: John H. Ferguson
Title: Chairman of the Board Title: Director
and Chief Executive Officer
(principal executive officer)
* *
- ------------------------------------ --------------------------------------
Name: Robert C. Oliver Name: James E. Freeman
Title: President, Chief Operating Officer Title: Director
and Director
* *
- ------------------------------------ --------------------------------------
Name: Robert E. Flourney, III Name: Albert F. Gandy
Title: Director Title: Director
II-5
<PAGE>
* *
- ------------------------------------ --------------------------------------
Name: Robin R. Howell Name: C. Steve McQuaig
Title: Director Title: Director
* *
- ------------------------------------ --------------------------------------
Name: James L. Coxwell, Sr. Name: Thomas E. Owen, Jr.
Title: Director Title: Director
* *
- ------------------------------------ --------------------------------------
Name: William M. Evans, Jr. Name: John D. Stephens
Title: Director Title: Director
* *
- ------------------------------------ --------------------------------------
Name: Billy H. Martin Name: James E. Sutherland, Jr.
Title: Director Title: Director
*
--------------------------------------
Name: Michael E. Ricketson
Title: Executive Vice President
and Chief Financial Officer
(principal financial and accounting
officer)
* /s/ Darrell D. Pittard
- ---------------------------------------
By Darrell D. Pittard Attorney-in-Fact.
II-6
<PAGE>
EXHIBIT INDEX
to
Registration Statement on Form S-8 of
Premier Bancshares, Inc.
Number Description
------ -----------
4.1 Articles of Incorporation of Premier Bancshares, Inc., as
restated (incorporated by reference from Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999).
4.2 Bylaws of Premier Bancshares, Inc., as amended and restated
(incorporated by reference from Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1998).
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
legality of the Common Stock being registered.
23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
contained in its opinion filed as Exhibit 5.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Mauldin & Jenkins, LLC.
23.4 Consent of Mauldin & Jenkins, LLC.
23.5 Consent of Mauldin & Jenkins, LLC.
23.6 Consent of Bricker & Melton, P.A.
23.7 Consent of Porter Keadle Moore, LLP.
23.8 Consent of Porter Keadle Moore, LLP.
23.9 Consent of Porter Keadle Moore, LLP.
24 Power of Attorney. (See signature page to the Registration
Statement.)
99 North Fulton Bancshares 1996 Stock Incentive Plan and amendment
thereto.
<PAGE>
EXHIBIT 5
September 23, 1998
Premier Bancshares, Inc.
2180 Atlanta Plaza
950 East Paces Ferry Road
Atlanta, Georgia 30326
Re: Registration Statement on Form S-8 Relating to North Fulton
Bancshares 1996 Stock Incentive Plan
Ladies and Gentlemen:
We have served as counsel for Premier Bancshares, Inc., a Georgia
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of a Post-Effective
Amendment No. 1 on Form S-8 (the "Registration Statement") to a Registration
Statement on Form S-4 (File No. 333-82661) under the Securities Act of 1933, as
amended, pertaining to the issuance of up to 203,933 shares of the Company's
Common Stock, $1.00 par value (the "Shares"), pursuant to certain obligations
assumed by the Company with respect to the North Fulton Bancshares 1996 Stock
Incentive Plan (the "Plan"). The assumption by the Company of such obligations,
and the issuance and sale of the Shares, is contemplated pursuant to a certain
Agreement and Plan of Reorganization dated April 6, 1999 by and between the
Company and North Fulton Bancshares, Inc. ("North Fulton"), pursuant to which
North Fulton became a wholly-owned subsidiary of the Company.
As to various questions of fact material to our opinion, we have relied
solely upon (i) an Officer's Certificate delivered to us by a Company officer,
and (ii) the representations of the directors, officers and managers of the
Company and of public officials. We have made no other inquiries.
In connection with the preparation of this opinion, we have only reviewed,
and this opinion is limited to, those laws of the State of Georgia, excluding
local laws of the State of Georgia (i.e., the statutes and ordinances, the
administrative decisions and the rules and regulations of counties, towns,
municipalities and special political subdivisions of, or authorities or quasi-
governmental bodies constituted under the laws of the State of Georgia and
judicial decisions to the extent they deal with any of the foregoing), and the
laws of the United States of America that are, in our experience, normally
applicable to the transactions referenced herein. We are licensed to practice
law in the State of
<PAGE>
Georgia and, accordingly, this opinion is based solely upon such laws and we do
not render any opinion as to the effect of the laws of any other jurisdiction.
Further, we have assumed for purposes of this opinion (1) the genuineness of all
signatures; (2) the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies; and (3) the proper issuance and accuracy of
certificates of public officials and officers and agents of the Company. In
rendering opinions as to future events, we have assumed the facts and law
existing on the date hereof.
Based upon and subject to the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized by all necessary corporate action on the part of the
Company and, upon issuance pursuant to the terms of the Plan, will be validly
issued, fully paid and nonassessable.
This opinion is delivered solely for your benefit in connection with the
Plan and may not be quoted in whole or in part, referred to, filed with any
governmental agency or otherwise used or relied upon by any other person or for
any other purpose without our prior written consent except as provided herein.
This opinion is rendered as of the date hereof, and we undertake no
obligation to advise you of any changes in applicable law or any other matters
that may come to our attention after the date hereof.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.
WOMBLE CARLYLE SANDRIDGE & RICE
A Professional Limited Liability Company
By: /s/ Steven S. Dunlevie
--------------------------
Steven S. Dunlevie, Member
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form
S-4 No. 333-00000) pertaining to the North Fulton Bancshares, Inc. 1996 Stock
Incentive Plan of our report dated February 5, 1999, with respect to the
consolidated financial statements of Premier Bancshares, Inc. and Subsidiaries
included in its Annual Report (Form 10-K) for the year ended December 31, 1998,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young, LLP
Atlanta, Georgia
September 21, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the September 23,
1999 Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement
on Form S-4 of our report, dated January 31, 1997, except for Note 2 as to which
the date is June 23, 1997, December 12, 1997, June 9, 1998, July 1, 1998 and
July 2, 1998, relating to the consolidated statements of income, stockholders'
equity and cash flows of Premier Bancshares, Inc. and subsidiaries for the year
ended December 31, 1996, contained in the annual report on Form 10-K for the
year ended December 31, 1998, and to the reference to our Firm under the caption
"Experts" in the Prospectus.
/s/ Mauldin & Jenkins, LLC
Atlanta, Georgia
September 23, 1999
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the September 23,
1999 Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on
Form S-4 of our report, dated January 14, 1998, except for Note 14 as to which
the date is February 5, 1998, relating to the consolidated financial statements
of Button Gwinnett Financial Corporation and subsidiary for the two years ended
December 31, 1997, contained in the annual report on Form 10-K for the year
ended December 31, 1998, and to the reference to our Firm under the caption
"Experts" in the Prospectus.
/s/ Mauldin & Jenkins, LLC
Atlanta, Georgia
September 23, 1999
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the September 23,
1999 Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on
Form S-4 of our report, dated January 29, 1998, relating to the consolidated
financial statements of The Bank Holding Company and subsidiaries for the two
years ended December 31, 1997, contained in the annual report on Form 10-K for
the year ended December 31, 1998, and to the reference to our Firm under the
caption "Experts" in the Prospectus.
/s/ Mauldin & Jenkins, LLC
Atlanta, Georgia
September 23, 1999
<PAGE>
Exhibit 23.6
[LETTERHEAD OF BRICKER & MELTON, P.A. APPEARS HERE]
Consent of Independent Certified Public Accountant
We consent to the incorporation in the Registration Statement on Form S-4 of our
report dated January 16, 1998, which appears in the annual report on Form 10-K
of Premier Bancshares, Inc. and Subsidiaries for the year ended December 31,
1998, quarterly reports on Form 10-Q for the fiscal quarters ended March 31,
1999, and June 30, 1999, current report on Form 8-K dated April 6, 1999, April
20, 1999, May 27, 1999, and August 3, 1999, and Registration Statements on Form
8-A/A dated May 27, 1999, (for Common Stock); dated May 27, 1999, (for Preferred
Securities of Premier Capital Trust I), Registration Statement on Form S-4 dated
July 16, 1999, Registration Statement on Form S-8 dated July 27, 1999, and
Registration Statement on Form S-4 dated September 3, 1999, and Post-Effective
Amendment No. 1 to Form S-4 Registration Statement dated September 22, 1999.
/s/ Bricker & Melton, P.A.
Duluth, Georgia
September 22, 1999
<PAGE>
EXHIBIT 23.7
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 4, 1997, accompanying the consolidated
financial statements of Citizens Gwinnett Bankshares, Inc. for the year ended
December 31, 1996, included in Form 10-K for Premier Bancshares, Inc. for the
year ended December 31, 1998. We hereby consent to the incorporation by
reference of said report in the Post Effective Amendment No. 1 on Form S-8 to
the Registration Statement of Premier Bancshares, Inc. on Form S-4 (File No.
333-82661) pertaining to the assumption of the North Fulton Bancshares, Inc.
1996 Stock Incentive Plan.
/s/ PORTER KEADLE MOORE, LLP
Atlanta, Georgia
September 22, 1999
<PAGE>
EXHIBIT 23.8
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 23, 1997, accompanying the consolidated
financial statements of Central and Southern Holding Company for the year ended
December 31, 1996, included in Form 10-K for Premier Bancshares, Inc. for the
year ended December 31, 1998. We hereby consent to the incorporation by
reference of said report in the Post Effective Amendment No. 1 on Form S-8 to
the Registration Statement of Premier Bancshares, Inc. on Form S-4 (File No.
333-82661) pertaining to the assumption of the North Fulton Bancshares, Inc.
1996 Stock Incentive Plan.
/s/ PORTER KEADLE MOORE, LLP
Atlanta, Georgia
September 22, 1999
<PAGE>
EXHIBIT 23.9
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 29, 1999, accompanying the 1998
consolidated financial statements of North Fulton Bancshares, Inc. and
subsidiary included in the Registration Statement and Prospectus on Form S-4. We
consent to the use of the aforementioned report in the Post-Effective Amendment
No. 1 on Form S-8 to the Registration Statement and Prospectus on Form S-4 and
to the use of our name as it appears under the caption "Experts".
/s/ PORTER KEADLE MOORE, LLP
Atlanta, Georgia
September 22, 1999
<PAGE>
Exhibit 99.1
NORTH FULTON BANCSHARES, INC.
1996 STOCK INCENTIVE PLAN
<PAGE>
TABLE OF CONTENTS
Page
SECTION 1 DEFINITIONS.............................................. 1
1.1 Definitions............................................... 1
SECTION 2 THE STOCK INCENTIVE PLAN................................. 4
2.1 Purpose of the Plan...................................... 4
2.2 Stock Subject to the Plan................................ 4
2.3 Administration of the Plan............................... 4
2.4 Eligibility and Limits................................... 5
SECTION 3 TERMS OF STOCK INCENTIVES................................ 5
3.1 Terms and Conditions of All Stock Incentives............. 5
3.2 Terms and Conditions of Options.......................... 6
(a) Option Price....................................... 6
(b) Option Term........................................ 7
(c) Payment............................................ 7
(d) Conditions to the Exercise of an Option............ 7
(e) Special Provisions for Certain Substitute Options.. 7
3.3 Terms and Conditions of Stock Appreciation Rights........ 8
(a) Settlement......................................... 8
(b) Conditions to Exercise............................. 8
3.4 Terms and Conditions of Stock Awards..................... 8
3.5 Terms and Conditions of Dividend Equivalent Rights....... 8
(a) Payment............................................ 9
(b) Conditions to Payment.............................. 9
3.6 Terms and Conditions of Performance Unit Awards.......... 9
(a) Payment............................................ 9
(b) Conditions to Payment.............................. 9
3.7 Terms and Conditions of Phantom Shares................... 9
(a) Payment............................................ 9
(b) Conditions to Payment.............................. 10
3.8 Treatment of Awards Upon Termination of Employment....... 10
SECTION 4 RESTRICTIONS ON STOCK.................................... 10
4.1 Escrow of Shares......................................... 10
4.2 Forfeiture of Shares..................................... 10
4.3 Restrictions on Transfer................................. 11
i
<PAGE>
SECTION 5 GENERAL PROVISIONS....................................... 11
5.1 Withholding......................................... 11
5.2 Changes in Capitalization; Merger; Liquidation...... 12
5.3 Cash Awards......................................... 12
5.4 Right to Terminate Services......................... 12
5.5 Restrictions on Delivery and Sale of Shares;
Legends........................................... 13
5.6 Nonalienation of Benefits........................... 13
5.7 Termination and Amendment of the Plan............... 13
5.8 Choice of Law....................................... 13
5.9 Effective Date of Plan.............................. 14
ii
<PAGE>
NORTH FULTON BANCSHARES, INC.
1996 STOCK INCENTIVE PLAN
SECTION 1 DEFINITIONS
1.1 Definition. Whenever used herein, the masculine pronoun shall be deemed
----------
to include the feminine, and the singular to include the plural, unless the
context clearly indicates otherwise, and the following capitalized words and
phrases are used herein with the meaning thereafter ascribed:
(a) "Board of Directors" means the board of directors of the Company.
------------------
(b) "Cause" has the same meaning as provided in the employment
-----
agreement between the Participant and the Company or, if applicable, any
affiliate of the Company on the date of Termination of Employment, or if no such
definition or employment agreement exists, "Cause" means conduct amounting to
(i) fraud or dishonesty against the employer, (ii) Participant's willful
misconduct, repeated refusal to follow the reasonable directions of the board of
directors of the employer or knowing violation of law in the course of
performance of the duties of Participant's employment with the employer, (iii)
repeated absences from work without a reasonable excuse, (iv) intoxication with
alcohol or drugs while on the employer's premises during regular business hours,
(v) a conviction or plea of guilty or nolo contendere to a felony or a crime
---- ----------
involving dishonesty, or (vi) a material breach or violation of the terms of any
employment or other agreement to which Participant and the employer are party.
(c) "Change in Control" means any one of the following events:
-----------------
(i) the acquisition by any person or persons acting in concert of
the Company's then outstanding voting securities if, after the transaction, the
acquiring person (or persons) owns, controls or holds with power to vote twenty-
five percent (25%) or more of any class of voting securities of the Company or
such other transaction as may be described under 12 C.F.R. Section 225.41(b)(1)
or any successor thereto;
(ii) within any twelve-month period (beginning on or after the
effective date of the Plan) the persons who were directors of the Company
immediately before the beginning of such twelve-month period (the "Incumbent
Directors") shall cease to constitute at least a majority of the Board of
Directors; provided that any director who was not a director as of the effective
date of the Plan shall be deemed to be an Incumbent Director if that director
was elected to the Board of Directors by, or on the recommendation of or with
the approval of, at least two-thirds of the directors who then qualified as
Incumbent Directors; and provided further that no director whose initial
assumption of office is in connection with an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Securities Exchange Act of 1934) relating to the election of directors
of the Company shall be deemed to be an Incumbent Director;
(iii) the approval by the stockholders of the Company of a
reorganization, merger or consolidation, with respect to which persons who were
the stockholders of the Company immediately prior to such reorganization, merger
or consolidation do not,
<PAGE>
immediately thereafter, own more than fifty percent (50%) of the combined voting
power entitled to vote in the election of directors of the reorganized, merged
or consolidated company's then outstanding voting securities; or
(iv) the sale, transfer or assignment of all or substantially
all of the assets of the Company and its subsidiaries to any third party.
(d) "Code" means the Internal Revenue Code of 1986, as amended, and
----
the rules and regulations promulgated thereunder.
(e) "Committee" means a committee composed of members of the Board
---------
of Directors appointed by the Board of Directors to administer the Plan.
(f) "Company" means North Fulton Bancshares, Inc., a Georgia
-------
corporation.
(g) "Disability" has the same meaning as provided in the long-term
----------
disability plan or policy maintained or, if applicable, most recently
maintained, by the Company or, if applicable, any affiliate of the Company for
the Participant. If no long-term disability plan or policy was ever maintained
on behalf of the Participant or if the determination of Disability relates to an
incentive stock option, Disability shall mean that condition described in Code
Section 22(e)(3), as amended from time to time. In the event of a dispute, the
determination of Disability shall be made by the Committee and shall be
supported by advice of a physician competent in the area to which such
Disability relates.
(h) "Disposition" means any conveyance, sale, transfer, assignment,
-----------
pledge or hypothecation, whether outright or as security, inter vivos or
testamentary, with or without consideration, voluntary or involuntary.
(i) "Dividend Equivalent Rights" means certain rights to receive
--------------------------
cash payments as described in Plan Section 3.5.
(j) "Fair Market Value" with regard to a date means, in the absence
-----------------
of a specific determination by the Committee, the closing price at which shares
of Stock shall have been sold on the last trading date prior to that date as
reported by the National Association of Securities Dealers Automated Quotation
System (or, if applicable, as reported by a national securities exchange
selected by the Committee on which the shares of Stock are then actively traded)
and published in The Wall Street Journal; provided that, for any purpose
contemplated by the Plan, Fair Market Value of the shares of Stock may be
determined by the Committee by reference to the average market value determined
over a period certain or as of specified dates, to a tender offer price for the
shares of Stock (if settlement of an award is triggered by such an event) or to
any other reasonable measure of fair market value. If at the time of the
determination of Fair Market Value shares of Stock are not actively traded on
any market described above, Fair Market Value means the fair market value of a
share of Stock as determined by the Committee taking into account such facts and
circumstances deemed to be material by the Committee to the value of the Stock
in the hands of the Participant; provided, however, for purposes of determining
the Option price per
2
<PAGE>
share for an Incentive Stock Option, Fair Market Value shall be determined by
the Committee without regard to any restriction other than a restriction which,
by its terms, will never lapse. Fair Market Value as determined by the Committee
shall be final, binding and conclusive upon each Participant.
(k) "Option" means a nonqualified stock option or an incentive
------
stock option as described in Plan Section 3.2.
(l) "Over 10% Owner" means an individual who at any time an
--------------
incentive stock option is granted owns Stock possessing more than ten percent
(10%) of the total combined voting power of the Company or one of its
Subsidiaries, determined applying the attribution rules of Code Section 424(d).
(m) "Participant" means an individual who receives a Stock
-----------
Incentive hereunder.
(n) "Performance Unit Award" refers to a performance unit award
----------------------
described in Plan Section 3.6.
(o) "Phantom Shares" refers to the rights described in Plan Section
--------------
3.7.
(p) "Plan" means the North Fulton Bancshares, Inc. 1996 Stock
----
Incentive Plan.
(q) "Stock" means the Company's common stock, $1.00 par value per
-----
share.
(r) "Stock Appreciation Right" means a stock appreciation right
------------------------
described in Plan Section 3.3.
(s) "Stock Award" means a stock award described in Plan Section
-----------
3.4.
(t) "Stock Incentive Agreement" means a written agreement between
-------------------------
the Company and a Participant or other documentation evidencing an award of a
Stock Incentive.
(u) "Stock Incentives" means, collectively, Dividend Equivalent
----------------
Rights, Options, Performance Unit Awards, Phantom Shares, Stock Appreciation
Rights and Stock Awards.
(v) "Subsidiary" means, with respect to the Company, any subsidiary
----------
corporation within the meaning of Code Section 424(f).
(w) "Termination of Employment" means the termination of the
-------------------------
employee-employer relationship between a Participant and the Company and its
affiliates, regardless of the fact that severance or similar payments are made
to the Participant for any reason, including, but not by way of limitation, a
termination by resignation, discharge, death, Disability or retirement. The
Committee shall, in its absolute discretion, determine the effect of all matters
and questions relating to a Termination of Employment, including, but not by way
of limitation, the question of whether a leave of absence constitutes a
Termination of Employment, or whether a Termination of Employment is for Cause.
3
<PAGE>
SECTION 2 THE STOCK INCENTIVE PLAN
2.1 Purpose of the Plan. The Plan is intended to (a) provide incentive to
-------------------
certain officers, key employees, directors and advisory directors of the Company
and its affiliates to stimulate their efforts toward the continued success of
the Company and to operate and manage the business in a manner that will provide
for the long-term growth and profitability of the Company; (b) encourage stock
ownership by certain officers, key employees, directors and advisory directors
by providing them with a means to acquire a proprietary interest in the Company
by acquiring shares of Stock or to receive compensation which is based upon
appreciation in the value of Stock; and (c) provide a means of obtaining and
rewarding key personnel.
2.2 Stock Subject to the Plan. Subject to adjustment in accordance with
-------------------------
Section 5.2, 150,000 shares of Stock (the "Maximum Plan Shares") are hereby
reserved exclusively for issuance pursuant to Stock Incentives. At no time shall
the Company have outstanding Stock Incentives and shares of Stock issued in
respect of Stock Incentives under the Plan in excess of the Maximum Plan Shares;
for this purpose, the shares of Stock attributable to the nonvested, unpaid,
unexercised, unconverted or otherwise unsettled portion of any Stock Incentive
that is forfeited or cancelled or expires or terminates for any reason without
becoming vested, paid, exercised, converted or otherwise settled in full shall
again be available for purposes of the Plan.
After the first registration of an equity security of the Company or any
affiliate under Section 12 of the Securities Exchange Act of 1934, the
determinations required by the immediately preceding paragraph shall be computed
in accordance with Rule 16b-3(a)(1) as promulgated under the Securities Exchange
Act of 1934, as amended from time to time, and, for example, thereafter any
shares subject to a Stock Award that are forfeited shall not be available again
for purposes of the Plan.
2.3 Administration of the Plan. The Plan shall be administered by the
--------------------------
Committee. The Committee shall have full authority in its discretion to
determine the persons to whom Stock Incentives shall be granted and the terms
and provisions of Stock Incentives, subject to the Plan. Subject to the
provisions of the Plan, the Committee shall have full and conclusive authority
to interpret the Plan; to prescribe, amend and rescind rules and regulations
relating to the Plan; to determine the terms and provisions of the respective
Stock Incentive Agreements and to make all other determinations necessary or
advisable for the proper administration of the Plan. The Committee's
determinations under the Plan need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, awards under
the Plan (whether or not such persons are similarly situated). The Committee's
decisions shall be final and binding on all Participants.
After the first registration of an equity security under Section 12 of the
Securities Exchange Act of 1934, the Committee shall consist of two or more
directors, each of whom is not, during the one year prior to service as a member
of the Committee, granted or awarded equity securities of the Company or an
affiliate pursuant to the Plan or any other plan of the issuer or an affiliate,
except as may be permitted under Rule 16b-3(c)(2)(i) promulgated under the
Securities Exchange Act of 1934.
4
<PAGE>
2.4 Eligibility and Limits. Stock Incentives may be granted only to
----------------------
officers, key employees, directors and advisory directors of the Company or an
affiliate; provided, however, that Options which are incentive stock options may
only be granted to an employee of the Company or any Subsidiary. In addition,
with respect to options that are intended to be incentive stock options within
the meaning of Code Section 422, in the event the aggregate Fair Market Value
(determined as of the option grant date) of stock subject to such options (under
all plans of the Company and Subsidiaries) that first become exercisable during
any calendar year by an amount that exceeds $100,000, then such options in
excess of the limitation shall not be incentive stock options and, to the extent
such options were granted pursuant to this Plan, they shall be treated as
nonqualified stock options.
SECTION 3 TERMS OF STOCK INCENTIVES
3.1 Terms and Conditions of All Stock Incentives.
--------------------------------------------
(a) The number of shares of Stock as to which a Stock Incentive shall
be granted shall be determined by the Committee in its sole discretion, subject
to the provisions of Section 2.2 as to the total number of shares available for
grants under the Plan. Notwithstanding the preceding, to the extent required
under Section 162(m) of the Code and regulations thereunder for compensation to
be treated as qualified performance-based compensation, the maximum number of
shares of Stock with respect to which Stock Incentives may be granted during any
one year period to any employee shall not exceed 100,000.
(b) Each Stock Incentive shall be evidenced by a Stock Incentive
Agreement in such form and containing such terms, conditions and restrictions as
the Committee may determine is appropriate. Each Stock Incentive Agreement shall
be subject to the terms of the Plan and any provision contained in the Stock
Incentive Agreement that is inconsistent with the Plan shall be null and void.
(c) The date a Stock Incentive is granted shall be the date on which
the Committee has approved the terms and conditions of the Stock Incentive and
has determined the recipient of the Stock Incentive and the number of shares
covered by the Stock Incentive and has taken all such other action necessary to
complete the grant of the Stock Incentive.
(d) The Committee may provide in any Stock Incentive Agreement (or
subsequent to the award of a Stock Incentive but prior to its expiration or
cancellation, as the case may be) that, in the event of a Change in Control, the
Stock Incentive shall or may be cashed out on the basis of any price not greater
than the highest price paid for a share of Stock in any transaction reported by
the National Association of Securities Dealer Automated Quotation System or any
national securities exchange selected by the Committee on which the shares of
Stock are then actively traded during a specified period immediately preceding
or including the date of the Change in Control (or if the shares of Stock are
not then actively traded on any market, any price not greater than the highest
price paid for a share of Stock in any other transaction) or offered for a share
of Stock in any tender offer occurring during a specified period immediately
preceding or
5
<PAGE>
including the date the tender offer commences; provided that, in no case shall
any such specified period exceed one (1) year (the "Change in Control Price").
For purposes of this Subsection, the cash-out of a Stock Incentive shall be
determined as follows:
(i) Options shall be cashed out on the basis of the excess,
if any, of the Change in Control Price over the Exercise Price with or without
regard to whether the Option may otherwise be exercisable only in part;
(ii) Stock Awards and Phantom Shares shall be cashed out in
an amount equal to the Change in Control Price with or without regard to any
conditions or restrictions otherwise applicable to any such Stock Incentive; and
(iii) Stock Appreciation Rights, Dividend Equivalent Rights
and Performance Unit Awards shall be cashed out with or without regard to any
conditions or restrictions otherwise applicable to any such Stock Incentive and
the amount of the cash out shall be determined by reference to the number of
shares of Stock that would be required to pay the Participant in kind for the
value of the Stock Incentive as of the date of the Change in Control multiplied
by the Change in Control Price.
(e) Any Stock Incentive may be granted in connection with all or
any portion of a previously or contemporaneously granted Stock Incentive.
Exercise or vesting of a Stock Incentive granted in connection with another
Stock Incentive may result in a pro rata surrender or cancellation of any
related Stock Incentive, as specified in the applicable Stock Incentive
Agreement.
(f) Stock Incentives shall not be transferable or assignable except
by will or by the laws of descent and distribution and shall be exercisable,
during the Participant's lifetime, only by the Participant; in the event of the
Disability of the Participant, by the legal representative of the Participant;
or in the event of the death of the Participant, by the personal representative
of the Participant's estate or if no personal representative has been appointed,
by the successor in interest determined under the Participant's will.
3.2 Terms and Conditions of Options. Each Option granted under the Plan
-------------------------------
shall be evidenced by a Stock Incentive Agreement, which shall specify, at a
minimum, the number of shares of Stock subject to the grant, the option price
and the option term. The Committee shall at the time of grant determine whether
an Option is to be an incentive stock option, within the meaning of Code Section
422, or a nonqualified stock option and its status shall be clearly identified
by the applicable Stock Incentive Agreement. An incentive stock option may only
be granted to employees of the Company or a Subsidiary and may only be granted
to any such employee within ten (10) years from the earlier of the date the Plan
is adopted or approved by the Company's stockholders.
(a) Option Price. Subject to adjustment in accordance with Section
------------
5.2 and the other provisions of this Section 3.2, the exercise price (the
"Exercise Price") per share of Stock purchasable under any Option shall be as
set forth in the applicable Stock Incentive Agreement.
6
<PAGE>
With respect to an incentive stock option grant to an Over 10% Owner, the
Exercise Price shall in no event be less than 110% of Fair Market Value on the
date the Option is granted.
(b) Option Term. The term of an Option shall be as specified in the
-----------
applicable Stock Incentive Agreement. With respect to an incentive stock option
grant to an Over 10% Owner, the term of the Option shall expire no later than
five (5) years from the date of grant. In addition, with respect to an Option
grant that is intended to be an incentive stock option, the applicable Stock
Incentive Agreement shall provide that, in the event of a Termination of
Employment, the then unexpired portion of the Option shall terminate no later
than the expiration of three (3) months after the date of Termination of
Employment; provided, however, that in the case of a Participant whose
Termination of Employment is due to death or Disability, a period of up to one
(1) year may be substituted for the three (3) month period.
(c) Payment. Payment for all shares of Stock purchased pursuant to
-------
exercise of an Option shall be made in any form or manner authorized by the
Committee in the Stock Incentive Agreement or by amendment thereto, including,
but not limited to, cash or, if the Stock Incentive Agreement provides, (i) by
delivery to the Company of a number of shares of Stock which have been owned by
the holder for at least six (6) months prior to the date of exercise having an
aggregate Fair Market Value of not less than the product of the Exercise Price
multiplied by the number of shares the Participant intends to purchase upon
exercise of the Option on the date of delivery; (ii) in a cashless exercise
through a broker; or (iii) by having a number of shares of Stock withheld, the
Fair Market Value of which as of the date of exercise is sufficient to satisfy
the Exercise Price. In its discretion, the Committee also may authorize (at the
time an Option is granted or thereafter) Company financing to assist the
Participant as to payment of the Exercise Price on such terms as may be offered
by the Committee in its discretion. If a Stock Incentive Agreement so provides,
the Participant may be granted a new Option to purchase a number of shares of
Stock equal to the number of previously owned shares of Stock tendered in
payment of the Exercise Price for each share of Stock purchased pursuant to the
terms of the Stock Incentive Agreement. Payment shall be made at the time that
the Option or any part thereof is exercised, and no shares shall be issued or
delivered upon exercise of an option until full payment has been made by the
Participant. The holder of an Option, as such, shall have none of the rights of
a stockholder.
(d) Conditions to the Exercise of an Option. Each Option granted under
---------------------------------------
the Plan shall be exercisable by whom, at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Committee shall
specify in the Stock Incentive Agreement; provided, however, except as otherwise
provided by the Plan, that subsequent to the grant of an Option, the Committee,
at any time before complete termination of such Option, may accelerate the time
or times at which such Option may be exercised in whole or in part, including,
without limitation, upon a Change in Control and may permit the Participant or
any other designated person to exercise the Option, or any portion thereof, for
all or part of the remaining Option term notwithstanding any provision of the
Stock Incentive Agreement to the contrary.
(e) Special Provisions for Certain Substitute Options. Notwithstanding
-------------------------------------------------
anything to the contrary in this Section 3.2, any Option issued in substitution
for an option previously issued by another entity, which substitution occurs in
connection with a transaction to which Code
7
<PAGE>
Section 424(a) is applicable, may provide for an exercise price computed in
accordance with such Code Section and the regulations thereunder and may contain
such other terms and conditions as the Committee may prescribe to cause such
substitute Option to contain as nearly as possible the same terms and conditions
(including the applicable vesting and termination provisions) as those contained
in the previously issued option being replaced thereby.
3.3 Terms and Conditions of Stock Appreciation Rights. Each Stock
-------------------------------------------------
Appreciation Right granted under the Plan shall be evidenced by a Stock
Incentive Agreement. A Stock Appreciation Right shall entitle the Participant to
receive the excess of (1) the Fair Market Value of a specified or determinable
number of shares of the Stock at the time of payment or exercise over (2) a
specified or determinable price which, in the case of a Stock Appreciation Right
granted in connection with an Option, shall be not less than the Exercise Price
for that number of shares. A Stock Appreciation Right granted in connection with
a Stock Incentive may only be exercised to the extent that the related Stock
Incentive has not been exercised, paid or otherwise settled.
(a) Settlement. Upon settlement of a Stock Appreciation Right, the
----------
Company shall pay to the Participant the appreciation in cash or shares of Stock
(valued at the aggregate Fair Market Value on the date of payment or exercise)
as provided in the Stock Incentive Agreement or, in the absence of such
provision, as the Committee may determine.
(b) Conditions to Exercise. Each Stock Appreciation Right granted under
----------------------
the Plan shall be exercisable or payable at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Committee shall
specify in the Stock Incentive Agreement; provided, however, that subsequent to
the grant of a Stock Appreciation Right, the Committee, at any time before
complete termination of such Stock Appreciation Right, may accelerate the time
or times at which such Stock Appreciation Right may be exercised or paid in
whole or in part.
3.4 Terms and Conditions of Stock Awards. The number of shares of Stock
------------------------------------
subject to a Stock Award and restrictions or conditions on such shares, if any,
shall be as the Committee shall specify in the applicable Stock Incentive
Agreement, and the certificate for such shares shall bear evidence of any
restrictions or conditions. Subsequent to the date of the grant of the Stock
Award, the Committee shall have the power to permit, in its discretion, an
acceleration of the expiration of an applicable restriction period with respect
to any part or all of the shares awarded to a Participant. The Committee may
require a cash payment from the Participant in an amount no greater than the
aggregate Fair Market Value of the shares of Stock awarded determined at the
date of grant in exchange for the grant of a Stock Award or may grant a Stock
Award without the requirement of a cash payment.
3.5 Terms and Conditions of Dividend Equivalent Rights. A Dividend
--------------------------------------------------
Equivalent Right shall entitle the Participant to receive payments from the
Company in an amount determined by reference to any cash dividends paid on a
specified number of shares of Stock to Company stockholders of record during the
period such rights are effective. The Committee may impose such restrictions and
conditions on any Dividend Equivalent Right as the Committee in its discretion
shall determine, including the date any such right shall terminate and may
reserve the right to terminate, amend or suspend any such right at any time.
8
<PAGE>
(a) Payment. Payment in respect of a Dividend Equivalent Right may be
-------
made by the Company in cash or shares of Stock (valued at Fair Market Value on
the date of payment) as provided in the Stock Incentive Agreement or, in the
absence of such provision, as the Committee may determine.
(b) Conditions to Payment. Each Dividend Equivalent Right granted under
---------------------
the Plan shall be payable at such time or times, or upon the occurrence of such
event or events, and in such amounts, as the Committee shall specify in the
applicable Stock Incentive Agreement; provided, however, that subsequent to the
grant of a Dividend Equivalent Right, the Committee, at any time before complete
termination of such Dividend Equivalent Right, may accelerate the time or times
at which such Dividend Equivalent Right may be paid in whole or in part.
3.6 Terms and Conditions of Performance Unit Awards. A Performance Unit
-----------------------------------------------
Award shall entitle the Participant to receive, at a specified future date,
payment of an amount equal to all or a portion of the value of a specified or
determinable number of units (stated in terms of a designated or determinable
dollar amount per unit) granted by the Committee. At the time of the grant, the
Committee must determine the base value of each unit, the number of units
subject to a Performance Unit Award, the performance factors applicable to the
determination of the ultimate payment value of the Performance Unit Award and
the period over which Company performance shall be measured. The Committee may
provide for an alternate base value for each unit under certain specified
conditions.
(a) Payment. Payment in respect of Performance Unit Awards may be made
-------
by the Company in cash or shares of Stock (valued at Fair Market Value on the
date of payment) as provided in the applicable Stock Incentive Agreement or, in
the absence of such provision, as the Committee may determine.
(b) Conditions to Payment. Each Performance Unit Award granted under
---------------------
the Plan shall be payable at such time or times, or upon the occurrence of such
event or events, and in such amounts, as the Committee shall specify in the
applicable Stock Incentive Agreement; provided, however, that subsequent to the
grant of a Performance Unit Award, the Committee, at any time before complete
termination of such Performance Unit Award, may accelerate the time or times at
which such Performance Unit Award may be paid in whole or in part.
3.7 Terms and Conditions of Phantom Shares. Phantom Shares shall entitle
--------------------------------------
the Participant to receive, at a specified future date, payment of an amount
equal to all or a portion of the Fair Market Value of a specified number of
shares of Stock at the end of a specified period. At the time of the grant, the
Committee shall determine the factors which will govern the portion of the
rights so payable, including, at the discretion of the Committee, any
performance criteria that must be satisfied as a condition to payment.
(a) Payment. Payment in respect of Phantom Shares may be made by the
-------
Company in cash or shares of Stock (valued at Fair Market Value on the date of
payment) as provided in the applicable Stock Incentive Agreement or, in the
absence of such provision, as the
9
<PAGE>
Committee may determine.
(b) Conditions to Payment. Each Phantom Share granted under the Plan
---------------------
shall be payable at such time or times, or upon the occurrence of such event or
events, and in such amounts, as the Committee shall specify in the applicable
Stock Incentive Agreement; provided, however, that subsequent to the grant of a
Phantom Share, the Committee, at any time before complete termination of such
Phantom Share, may accelerate the time or times at which such Phantom Share may
be paid in whole or in part.
3.8 Treatment of Awards Upon Termination of Employment. Any award under
--------------------------------------------------
this Plan to a Participant who suffers a Termination of Employment may be
cancelled, accelerated, paid or continued, as provided in the applicable Stock
Incentive Agreement or, in the absence of such provision, as the Committee may
determine thereafter. The portion of any award exercisable in the event of
continuation or the amount of any payment due under a continued award may be
adjusted by the Committee to reflect the Participant's period of service from
the date of grant through the date of the Participant's Termination of
Employment or such other factors as the Committee determines are relevant to its
decision to adjust the award.
SECTION 4 RESTRICTIONS ON STOCK
4.1 Escrow of Shares. Any certificates representing the shares of Stock
----------------
issued under the Plan shall be issued in the Participant's name, but, if the
applicable Stock Incentive Agreement so provides, the shares of Stock shall be
held by a custodian designated by the Committee (the "Custodian"). Each
applicable Stock Incentive Agreement providing for transfer of shares of Stock
to the Custodian shall appoint the Custodian as the attorney-in-fact for the
Participant for the term specified in the applicable Stock Incentive Agreement,
with full power and authority in the Participant's name, place and stead to
transfer, assign and convey to the Company any shares of Stock held by the
Custodian for such Participant, if the Participant forfeits the shares under the
terms of the applicable Stock Incentive Agreement. During the period that the
Custodian holds the shares subject to this Section, the Participant shall be
entitled to all rights, except as provided in the applicable Stock Incentive
Agreement, applicable to shares of Stock not so held. Any dividends declared on
shares of Stock held by the Custodian shall, as the Committee may provide in the
applicable Stock Incentive Agreement, be paid directly to the Participant or, in
the alternative, be retained by the Custodian until the expiration of the term
specified in the applicable Stock Incentive Agreement and shall then be
delivered, together with any proceeds, with the shares of Stock to the
Participant or to the Company, as applicable.
4.2 Forfeiture of Shares. In the event that the Participant violates a
--------------------
noncompetition agreement either as set forth in the Stock Incentive Agreement or
otherwise, notwithstanding any provision in the Stock Incentive Agreement to the
contrary, the Committee may forfeit all Stock Incentives and shares of Stock
issued to the holder pursuant to the Plan; provided, however, that the Company
shall return to the holder the lesser of any consideration paid by the
Participant in exchange for Stock issued to the Participant pursuant to the Plan
or the then Fair Market Value of any Stock forfeited hereunder.
10
<PAGE>
4.3 Restrictions on Transfer. The Participant shall not have the right to
------------------------
make or permit to exist any Disposition of the shares of Stock issued pursuant
to the Plan except as provided in the Plan or the applicable Stock Incentive
Agreement. Any Disposition of the shares of Stock issued under the Plan by the
Participant not made in accordance with the Plan or the applicable Stock
Incentive Agreement shall be void. The Company shall not recognize, or have the
duty to recognize, any Disposition not made in accordance with the Plan and the
applicable Stock Incentive Agreement, and the shares so transferred shall
continue to be bound by the Plan and the applicable Stock Incentive Agreement.
SECTION 5 GENERAL PROVISIONS
5.1 Withholding. The Company shall deduct from all cash distributions under
-----------
the Plan any taxes required to be withheld by federal, state or local
government. Whenever the Company proposes or is required to issue or transfer
shares of Stock under the Plan or upon the vesting of any Stock Award, the
Company shall have the right to require the recipient to remit to the Company an
amount sufficient to satisfy any federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares or the vesting of such Stock Award. A Participant may pay the withholding
tax in cash, or, if the applicable Stock Incentive Agreement provides, a
Participant may elect (a) to have the number of shares of Stock he is to receive
reduced by, or with respect to a Stock Award, tender back to the Company, the
smallest number of whole shares of Stock which, when multiplied by the Fair
Market Value of the shares of Stock determined as of the Tax Date (defined
below); (b) to tender to the Company the smallest number of whole shares of
Stock that have been owned by the Participant for at least six months prior to
the Tax Date which, when multiplied by the Fair Market Value of the shares of
Stock determined as of the Tax Date; or (c) to have a broker, dealer or other
"creditor" (as defined by Regulation T issued by the Board of Governors of the
Federal Reserve System) deliver an amount which is sufficient to satisfy
federal, state and local, if any, withholding taxes arising from exercise or
payment of a Stock Incentive (a "Withholding Election"). A Participant may make
a Withholding Election only if both of the following conditions are met:
(i) The Withholding Election must be made on or prior to the date on
which the amount of tax required to be withheld is determined (the "Tax
Date") by executing and delivering to the Company a properly completed
notice of Withholding Election as prescribed by the Committee; and
(ii) Any Withholding Election made will be irrevocable; however, the
Committee may in its sole discretion disapprove and give no effect to the
Withholding Election.
If a Participant is considered by the Committee to be subject to Section 16 of
the Securities Exchange Act of 1934 at the time of tendering a Withholding
Election, that Withholding Election will be given no effect at least until the
Company has been subject to the reporting requirements of Section 13 of the
Securities Exchange Act of 1934 for at least one year and has filed all reports
and statements required to be filed pursuant to that Section during that year.
11
<PAGE>
5.2 Changes in Capitalization; Merger; Liquidation.
----------------------------------------------
(a) The number of shares of Stock reserved for the grant of
Options, Dividend Equivalent Rights, Performance Unit Awards, Phantom Shares,
Stock Appreciation Rights and Stock Awards; the number of shares of Stock
reserved for issuance upon the exercise or payment, as applicable, of each
outstanding Option, Dividend Equivalent Right, Performance Unit Award, Phantom
Share and Stock Appreciation Right and upon vesting or grant, as applicable, of
each Stock Award; the Exercise Price of each outstanding Option and the
specified number of shares of Stock to which each outstanding Dividend
Equivalent Right, Phantom Share and Stock Appreciation Right pertains shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock resulting from a subdivision or combination of shares or the
payment of a stock dividend in shares of Stock to holders of outstanding shares
of Stock or any other increase or decrease in the number of shares of Stock
outstanding effected without receipt of consideration by the Company.
(b) In the event of a merger, consolidation or other reorganization
of the Company or tender offer for shares of Stock, including a Change in
Control, the Committee may make such adjustments with respect to Stock
Incentives and take such other action as it deems necessary or appropriate to
reflect or in anticipation of such merger, consolidation, reorganization or
tender offer, including, without limitation, the substitution of new Stock
Incentives, the acceleration of Stock Incentives, the early expiration of Stock
Incentives, the removal of restrictions on outstanding Stock Incentives or the
cash-out of the Stock Incentives, in cash or in kind, based upon the Change in
Control Price or, for events other than a Change in Control, the Fair Market
Value of the Stock determined as of a date within thirty (30) days immediately
prior to the transaction, as provided in the applicable Stock Incentive
Agreement or, if not expressly addressed therein, as the Committee subsequently
may determine in the event of any such merger, consolidation or other
reorganization or tender offer.
(c) The existence of the Plan and the Stock Incentives granted
pursuant to the Plan shall not affect in any way the right or power of the
Company to make or authorize any adjustment, reclassification, reorganization or
other change in its capital or business structure, any merger or consolidation
of the Company, any issue of debt or equity securities having preferences or
priorities as to the Stock or the rights thereof, the dissolution or liquidation
of the Company, any sale or transfer of all or any part of its business or
assets, or any other corporate act or proceeding. Any adjustment pursuant to
this Section 5.2 may provide, in the Committee's discretion, for the elimination
without payment therefor of any fractional shares that might otherwise become
subject to any Stock Incentive.
5.3 Cash Awards. The Committee may, at any time and in its discretion,
-----------
grant to any holder of a Stock Incentive the right to receive, at such times and
in such amounts as determined by the Committee in its discretion, a cash amount
which is intended to reimburse such person for all or a portion of the federal,
state and local income taxes imposed upon such person as a consequence of the
receipt of the Stock Incentive or the exercise of rights thereunder.
5.4 Right to Terminate Services. Nothing in the Plan or in any Stock
---------------------------
Incentive shall confer upon any Participant the right to continue as an
employee, officer, consultant or a member
12
<PAGE>
of the Board of Directors of the Company or any of its affiliates or affect the
right of the Company or any of its affiliates to terminate the Participant's
relationship with the Company or any of its affiliates at any time.
5.5 Restrictions on Delivery and Sale of Shares; Legends. Each Stock
----------------------------------------------------
Incentive is subject to the condition that if at any time the Committee, in its
discretion, shall determine that the listing, registration or qualification of
the shares covered by such Stock Incentive upon any securities exchange or under
any state or federal law is necessary or desirable as a condition of or in
connection with the granting of such Stock Incentive or the purchase or delivery
of shares thereunder, the delivery of any or all shares pursuant to such Stock
Incentive may be withheld unless and until such listing, registration or
qualification shall have been effected. If a registration statement is not in
effect under the Securities Act of 1933 or any applicable state securities laws
with respect to the shares of Stock purchasable or otherwise deliverable under
Stock Incentives then outstanding, the Committee may require, as a condition of
exercise of any Option or as a condition to any other delivery of Stock pursuant
to a Stock Incentive, that the Participant or other recipient of a Stock
Incentive represent, in writing, that the shares received pursuant to the Stock
Incentive are being acquired for investment and not with a view to distribution
and agree that the shares will not be disposed of except pursuant to an
effective registration statement, unless the Company shall have received an
opinion of counsel that such disposition is exempt from such requirement under
the Securities Act of 1933 and any applicable state securities laws. The Company
may include on certificates representing shares delivered pursuant to a Stock
Incentive such legends referring to the foregoing representations or
restrictions or any other applicable restrictions on resale as the Company, in
its discretion, shall deem appropriate.
5.6 Nonalienation of Benefits. Other than as specifically provided with
-------------------------
regard to the death of a Participant, no benefit under the Plan shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge; and any attempt to do so shall be void. No such benefit
shall, prior to receipt by the Participant, be in any manner liable for or
subject to the debts, contracts, liabilities, engagements or torts of the
Participant.
5.7 Termination and Amendment of the Plan. The Board of Directors at any
-------------------------------------
time may amend or terminate the Plan without stockholder approval; provided,
however, that the Board of Directors may condition any amendment on the approval
of stockholders of the Company if such approval is necessary or advisable with
respect to tax, securities or other applicable laws. No such termination or
amendment without the consent of the holder of a Stock Incentive shall adversely
affect the rights of the Participant under such Stock Incentive.
5.8 Choice of Law. The laws of the State of Georgia shall govern the Plan,
-------------
to the extent not preempted by federal law.
13
<PAGE>
5.9 Effective Date of Plan. The Plan shall become effective upon the date
----------------------
the Plan is approved by the Board of Directors.
NORTH FULTON BANCSHARES, INC.
By: /s/ Grant R. Essex
-----------------------------------------
Grant R. Essex
Title: President and Chief Executiive Officer
--------------------------------------
Attest:
/s/ Jennifer L. Clifton
- ------------------------------
Secretary
[CORPORATE SEAL]
14
<PAGE>
5.9 Effective Date of Plan. The Plan shall become effective upon the date
----------------------
the Plan is approved by the Board of Directors.
NORTH FULTON BANCSHARES, INC.
By: /s/ Thomas E. Dannemiller
---------------------------------
Thomas E. Dannemiller
Title: Chairman of the Board
------------------------------
Attest:
/s/ Jennifer L. Clifton
- ------------------------------
Secretary
[CORPORATE SEAL]
15
<PAGE>
EXHIBIT 99
PREMIER BANCSHARES, INC.
AMENDMENT TO
NORTH FULTON BANCSHARES, INC.
1996 STOCK INCENTIVE PLAN
THIS AMENDMENT (the "Amendment") is made on this 31/st/ day of August,
1999, by PREMIER BANCSHARES, INC. ("Premier"), a corporation duly organized and
existing under the laws of the State of Georgia.
W I T N E S S E T H:
-------------------
WHEREAS, pursuant to an Agreement and Plan of Reorganization dated April 9,
1999 (the "Merger Agreement") by and between Premier and North Fulton
Bancshares, Inc. ("North Fulton"), North Fulton has been merged into Premier;
WHEREAS, the Board of Directors of North Fulton previously adopted the
North Fulton Bancshares, Inc. 1996 Stock Incentive Plan effective as of March
20, 1996 (the "Plan");
WHEREAS, pursuant to the Merger Agreement, Premier has agreed to assume
those options granted under the Plan which are outstanding as of the effective
time of the merger; and
WHEREAS, Premier desires to amend the Plan to reflect Premier's assumption
of certain obligations under the Plan and to facilitate administration of the
Plan;
NOW, THEREFORE, the Plan is hereby amended effective as of the date hereof
as follows:
1. All references in the Plan to the terms "Stock," including but not
limited to the definition of the term contained in Section 1.1(q) of the Plan,
shall hereinafter refer to the common stock of Premier, $1.00 par value, and
references to an "Option" or "options," including but not limited to the
definition of the term contained in Section 1.1(k) of the Plan, shall refer to
those replacement options granted by Premier pursuant to the Merger Agreement;
2. References in the Plan to the "Company," including but in no way
limited to the definition of the term contained in Section 1.1(f), shall
hereafter be deemed to be references to Premier Bancshares, Inc., unless the
Board or the Committee determines otherwise. Notwithstanding the foregoing,
however, for purposes of determining eligibility to participate in the Plan
(including but not limited to the provisions of Section 2.4 of the Plan), the
term "Company" shall refer to North Fulton Bancshares, Inc. or its affiliate.
3. The first sentence of the first paragraph of Section 2.3 shall hereby
be deleted and the following shall be substituted in lieu thereof:
"The Plan shall be administered by the Board of Directors (the "Board" or
"Board of Directors") of Premier Bancshares, Inc. ("Premier"), or upon its
delegation, by
-1-
<PAGE>
a committee comprised of not less than two (2) members of the Board. To the
extent that the Plan is administered by a committee (the "Committee")
appointed by the Board of Premier, the Committee shall include no fewer
than the minimum number of "non-employee directors," as such term is
defined in Rule 16b-3 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as may be required by Rule 16b-3 or
any successor rule. For the purposes herein, the term shall also include
the "Committee," shall also include the Board if the Board has retained all
or part of the authority to administer the Plan."
4. The second paragraph of Section 2.3 shall be deleted in its entirety.
5. Section 5.9 of the Plan is amended by adding the following sentence at
the end of Section 5.9:
"Awards may be granted for a period of up to 10 years after the effective
date of the Plan."
Except as specifically amended hereby, the Plan shall remain in full force
and effect as prior to this Amendment.
IN WITNESS WHEREOF, Premier has caused this Amendment to be executed on the
day and year first above written.
PREMIER BANCSHARES, INC.
By: /s/ Darrell D. Pittard
----------------------------
Darrell D. Pittard, Chairman
ATTEST:
/s/ Barbara Burtt
- ------------------------
Barbara Burtt, Secretary
[CORPORATE SEAL]
-2-
