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EXHIBIT 4.1
First Sterling Banks, Inc. 2000 Directors Stock Option Plan
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FIRST STERLING BANKS, INC.
2000 DIRECTORS STOCK OPTION PLAN
1. DEFINITIONS
a. "Affiliate" - used to indicate a relationship to a specified person,
firm, corporation, partnership, association or entity, and shall mean
any person, firm, corporation, partnership, association or entity
that, directly or indirectly or through one or more intermediaries,
controls, is controlled by or is under common control with such
person, firm, corporation, partnership, association or entity.
b. "Area" - the geographic area within twenty-five (25) miles of any
branch banking office of the Corporation or any of its Affiliate
banks.
c. "Banks" - Community Bank of Georgia, The Eastside Bank & Trust
Company, The Westside Bank & Trust Company and Main Street Bank.
d. "Board" - the Board of Directors of the Corporation.
e. "Code" - the Internal Revenue Code of 1986, as amended.
f. "Committee" - the Compensation Committee of the Board or a committee
named specifically by the Board to administer this Plan.
g. "Common Stock" - the common voting stock of the Corporation.
h. "Competing Business" - a federally insured financial institution.
i. "Corporation" - FIRST STERLING BANKS, INC.
j. "Director" - a voting member of any of the Boards of Directors of the
Banks or the Corporation.
k. "Emeritus Director" - a former Director of any of the Banks or the
Corporation who has been designated by any of the Boards of Directors
of the Banks or the Corporation as an emeritus non-voting advisory
member of any such Board.
l. "Fair Market Value" - determined in good faith by the Board by
reference to the price at which the shares of Common Stock are trading
on the NASDAQ National Market System or any other exchange on which
the shares may be traded.
m. "Non-Competition Condition" - the non-competition condition described
in Section 10 below.
n. "Non-Qualified Options" - options which are not "qualified" within the
meaning of Sections 422 and 423 of the Code.
o. "Option" - right to purchase shares of Common Stock.
p. "Option Agreement" - formal agreement for each grant with specific
terms and conditions not inconsistent with this Plan.
q. "Optionee" - an eligible person under Section 5 below who has been
granted Options under Plan.
r. "Plan" - the First Sterling Banks, Inc. 2000 Directors Stock Option
Plan.
2. PURPOSE
The purposes of the Plan is to advance the interests of the Banks and the
Corporation and its shareholders by providing Directors and Emeritus
Directors of the Banks and the
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Corporation a sense of proprietorship and personal involvement and to
encourage Directors and Emeritus Directors of the Banks and the Corporation
to remain with and devote their best efforts to their respective Bank or
the Corporation.
3. SHARES SUBJECT TO THE PLAN
There shall be authorized and reserved for issuance upon the exercise of
Options to be granted under the Plan 175,703 shares of Common Stock.
4. ADMINISTRATION
The Committee shall have complete authority to interpret the Plan, make
grants, and determine terms and conditions within the context of the Plan.
5. ELIGIBILITY
The following persons are eligible to receive Options under the Plan: All
Directors and Emeritus Directors of the Banks and the Corporation. To the
extent that shares are available, Directors who take office subsequent to
the effective date of the Plan shall be eligible to receive Options.
6. GRANTING OF OPTIONS; OPTION EXERCISE PRICE
All Options granted under the Plan will be Non-Qualified Options and
evidenced by an Option Agreement. The following individuals will receive an
Option to purchase the number of shares of Common Stock indicated at
$11.625 per share, which the Board has determined to be the Fair Market
Value of the stock as of the date of the grant. The Options will vest
immediately.
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
---- ----------------
<S> <C>
T. H. Avery 15,973
Denny M. Dobbs 15,973
Fred W. Greer, Jr. 15,973
Louly F. Hay 15,973
C. Candler Hunt 15,973
Randall G. Meadows 15,973
A. Lamar Ouzts 15,973
Joseph E. Patrick, Jr. 15,973
Joseph W. Sharp 15,973
Frank B. Turner 15,973
Edgar H. Wood 15,973
</TABLE>
The Committee may make additional grants of Options as desirable. Any
Option granted hereunder shall have a per share option exercise price at
least equal to the Fair Market
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Value of a share on the date of the grant as determined in good faith by
the Board of Directors.
7. TERM OF OPTION
Options granted hereunder shall be exercisable in whole or in part, from
time to time, during the ten year period subsequent to the date of the
grant. Except as provided in Section 11, no Option granted under the Plan
may be exercised prior to six months after the date it is granted.
8. MANNER OF EXERCISE
The Options shall be exercised by written notice, delivered to the
Corporation and signed by the Director or Emeritus Director or his or her
successors stating the number of shares with respect to which the Option is
being exercised. Payment in full of the Option price of the shares must be
made at the time of exercise, and payment may be made in cash or shares of
the Common Stock previously held by the Optionee or a combination thereof.
Payment in shares may be made with shares received upon the exercise or
partial exercise of an Option, whether or not involving a series of
exercises or partial exercises and whether or not share certificates for
such shares surrendered have been delivered to the Optionee. Shares
surrendered in payment of the Option Price shall be valued at the Fair
Market Value as of the date of the exercise.
9. NON-TRANSFERABILITY
Options can only be transferred by will or by the laws of descent and
distribution.
10. NON-COMPETITION CONDITION
Any Option granted hereunder is subject to the condition that the Optionee
does not violate the Non-Competition Condition set forth herein. The Option
of any Optionee shall terminate immediately upon the violation by the
Optionee of the Non-Competition Condition. A good faith determination by
the Board that the Optionee has violated or is in violation of the
Non-Competition Condition shall be conclusive for all purposes hereunder.
The Non-Competition Condition is as follows: During the term of any Option
granted to the Optionee, the Optionee shall not (except on behalf of, or
with the prior written consent of, the Corporation) for a Competing
Business located within the Area, either directly or indirectly, on his or
her own behalf, or in the service or on behalf of others, as a principal,
partner, organizer, officer, director, emeritus or advisory director,
manager, consultant, or an employee whose duties include business
development, marketing or public relations, work for, engage or participate
in any such Competing Business.
11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; ACCELERATION OF EXERCISE RIGHTS
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The total number of shares on which Options may be granted under the Plan
and Option rights (both as to the number of shares and the option price)
shall be appropriately adjusted for any increase or decrease in the number
of outstanding shares of Common Stock of the Corporation resulting from a
stock split or payment of a stock dividend on the Common Stock, a
subdivision or combination of shares of the Common Stock, or a
reclassification of the Common Stock, and in the event of a merger or
consolidation in accordance with the following paragraph.
After any merger, consolidation or reorganization of any form involving the
Corporation as a party thereto involving any exchange, conversion,
adjustment or other modification of the outstanding shares of the
Corporation's Common Stock, each Optionee at the time of such
reorganization shall, at no additional cost, be entitled, upon any exercise
of his or her Option, to receive, in lieu of the number of shares as to
which such Option shall then be so exercised, the number and class of
shares of stock or other securities or such other property to which such
Optionee would have been entitled pursuant to the terms of the agreement of
merger or consolidation, if at the time of such merger or consolidation,
such Optionee had been a holder of record of a number of shares of the
Common Stock of the Corporation equal to the number of shares as to which
such Option shall then be so exercised. Comparable rights shall accrue to
each Optionee in the event of successive mergers or consolidations of the
character described above.
The foregoing adjustments and the manner of their application will be in
the sole discretion of the Committee to determine.
In the event of: (1) the adoption of a plan of merger or consolidation in
which the Corporation's shareholders as a group would receive less than 50%
of the voting capital stock of the surviving entity; (2) the approval by
the Board of Directors of the Corporation of an agreement providing for the
sale or transfer (other than as security for obligations of the
Corporation) of substantially all the assets of the Corporation; or (3) the
acquisition of more than 20% of the Corporation's voting capital stock by
any person as defined by Section 13(d)(3) of the Securities and Exchange
Act of 1934, other than a person, or group including a person who
beneficially owned, as of the effective date of the Plan, more than 3% of
the Corporation's securities, then, in the absence of a prior expression of
approval of the Board Of Directors of the Corporation, any Option granted
hereunder shall become immediately exercisable in full, subject to any
appropriate adjustments in the number of shares subject to Option and the
Option Price, and shall remain exercisable for the remaining term of such
Option, regardless of whether such option has been outstanding for six
months or of any provision contained in the Stock Option Agreement with
respect to limitations of the exercisability of the Option or any portion
thereof for any length of time.
Anything contained herein to the contrary notwithstanding, upon the
dissolution or liquidation of the Corporation each Option granted under the
Plan shall terminate.
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The grant of an Option pursuant to this Plan shall not in any way affect
the right or power of the Corporation to make adjustments,
reclassifications, or changes of its capital or business structure, or to
merge or consolidate, or to dissolve, liquidate or sell, or transfer all or
any part of its business or assets.
12. EFFECTIVENESS OF THE PLAN
The effective date of the Plan shall be July 12, 2000, the date of the
approval of the Plan by the Board of Directors of the Corporation, subject
to the approval of the Plan by the shareholders of the Corporation within
one (1) year following such date. No Option granted hereunder may be
exercised prior to the approval of the Plan by the shareholders of the
Corporation, and in the event that the shareholders fail to approve the
Plan within one year of any Option grants made pursuant to the Plan, then
all such Options shall be void.
No Options may be granted under the Plan after the expiration of ten years
from and including the effective date of the Plan.
13. AMENDMENT AND TERMINATION
The Plan may be amended or terminated by the Board at any time as deemed in
the best interests of the Corporation; provided, however, no amendments
shall be made in the Plan without the approval of the shareholders of the
Corporation which:
a. Increase the total number of shares for which options may be granted
under the Plan except as provided in Section 11.
b. Change the minimum purchase price for the optioned shares except as
provided in Section 11.
c. Affect any outstanding option or any unexercised right thereunder
except as provided in Section 11.
d. Extend the option period provided in Section 7.
e. Extend the termination date of the Plan.
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