Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FIRST BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-2094754
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2833 Main Street
East Point, Georgia 30344
(Address of Principal executive offices)
First Bankshares, Inc. 1995 Stock Option Plan
(Full Title of the Plan)
R. Elliott Miller, President
First Bankshares, Inc.
2833 Main Street
East Point, Georgia, 30344
(404) 768-9305
(Name, address, and telephone number of agent for service)
______________________________
Copies Requested to:
Glenn W. Sturm, Esq.
Nelson Mullins Riley & Scarborough, L.L.P.
1201 Peachtree Street, N.E.
400 Colony Square, Suite 2200
Atlanta, Georgia 30361
(404) 817-6106
(404) 817-6050 (Fax)
______________________________<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
Common Stock
par value 160,000
$1.00 per share Shares $16.00 $2,560,000 $776
(1) There is a limited trading market for the Common Stock. This estimation
is solely for the purpose of calculating the registration fee pursuant to Rule
457(c) and (h) and based upon the average of the bid and ask prices of the
Registrant's Common Stock on the Nasdaq SmallCap Market on November 29, 1996,
the last trade date within five business days of the filing date of this
Registration Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are hereby incorporated by reference into this
registration statement ("Registration Statement"), and all documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents:
(a) the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995, as filed with the Securities and Exchange
Commission;
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Form 10-
KSB referred to in (a) above; and
(c) the description of the Company's Common Stock on page 2 of the
Company's Registration Statement on Form 8-A which description is
incorporated by reference to "Description of Common Stock" on pages
50-51 of the Company's Registration Statement on Form S-4 (No. 33-
80598) filed with the Securities and Exchange Commission.
Item 4. Description of Securities.
No response is required to this item.
Item 5. Interests of Named Experts and Counsel.
No response is required to this item.
Item 6. Indemnification of Directors and Officers.
As permitted under Georgia law, the Company's Articles of Incorporation release
the directors from personal liability for monetary damages for breach of the
duty of care or other duty as a director to the Company and its shareholders.
However, the elimination of a director's personal liability shall not be
applied to: (a) any appropriation, in violation of his or her duties, of any
business opportunity of the Company; (b) acts or omissions which involve
intentional misconduct or knowing violation of law; (c) any transaction from
which the director received an improper personal benefit; or (d) unlawful
corporate distributions.
Article Nine of the Company's Bylaws provides that the Company may indemnify
directors, officers, employees, and agents of the Company against reasonable
expenses actually incurred in connection with any action, suit or proceeding,
civil or criminal, to which such person was made a party by reason of the fact
that he is or was serving at the request of the Company. However, no person
shall be indemnified in connection with any matter for which he shall finally
be adjudged to have been guilty of or liable for gross negligence, willful
misconduct or criminal acts in the performance of his duties to the Company, or
with respect to any matter which has been the subject of a compromise
settlement, except with the approval of (i) a court of competent jurisdiction,
(ii) the holders of record of a majority of the outstanding shares of capital
stock of the Company, or (iii) a majority of the members of the board of
directors then holding office, excluding the votes of any directors who are
parties to the same or substantially the same action, suit or proceeding.
Expenses incurred in defending any action referred to above may be paid by the
Company in advance of the final disposition of such action as authorized by the
board of directors in the specific case upon receipt of an undertaking by the
indemnitee to repay such amount unless it shall ultimately be determined that
he is entitled to be indemnified by the Company.
In addition to the indemnification provisions discussed above, the Company may
indemnify its officers and directors to the extent permitted by the Georgia
Business Corporation Code, as such laws may be amended from time to time.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement.
Exhibit
Number Description of Exhibit
4 - Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 of the Company's Registration Statement
on Form S-4 (File No. 33-80598)).
4.1 - Bylaws of the Company (incorporated by reference to Exhibit 3.2
of the Company's Registration Statement on Form S-4 (File No.
33-80598)).
4.2 - First Bankshares, Inc. 1995 Stock Option Plan.
5.1 - Legal opinion of Nelson, Mullins, Riley & Scarborough, L.L.P.
23.1 - Consent of Nelson, Mullins, Riley & Scarborough, L.L.P.
(contained in their opinion filed as Exhibit 5.1).
24 - Power of Attorney contained on the signature pages of this
Registration Statement.
Item 9. Undertakings.
(a) The Company hereby undertakes:
(1) To file, during any period in which it offers or sales
securities, a post-effective amendment to this Registration
Statement to include any additional or changed material
information on the plan of distribution;
(2) That, for the purpose of determining liability under the
Securities Act, the Company will treat each post-effective
amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be
the initial bona fide offering;
(3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
(b) 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 Securities and Exchange 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.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of East Point, State of Georgia, on this 2nd day of
December, 1996.
FIRST BANKSHARES, INC.
By: /s/ R. Elliott Miller
R. Elliott Miller
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints R. Elliott Miller, for him in his name, place
and stead, in any and all capacities, as his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, to sign any and
all amendments to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto the attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on December 2, 1996.
Signature Title
/s/ R. Elliott Miller President, Chief Executive Officer,
R. Elliott Miller and Director
/s/ Geraldine R. Hall Principal Accounting and Financial Geraldine
R. Hall Officer
/s/ Ray E. Hannah Director
Ray E. Hannah
/s/ Conrad M. Waller Director
Conrad M. Waller
Director
Richard W. Cheely
Director
James A. Eidson
/s/ James L. Lynn Director
James L. Lynn
/s/ Cannis E. McLain Director
Cannis E. McLain
Director
Richard G. Stilley
Director
Hugh Thompson, M.D.
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Exhibit Page No.
4 Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-4 (File No. 33-80598)).
4.1 Bylaws of the Company (incorporated by reference to Exhibit
3.2 of the Company's Registration Statement on Form S-4
(File No. 33-80598)).
4.2 First Bankshares, Inc. 1995 Stock Option Plan.
5.1 Legal opinion of Nelson, Mullins, Riley & Scarborough,
L.L.P.
23.1 Consent of Nelson, Mullins, Riley & Scarborough, L.L.P.
(contained in their opinion filed as Exhibit 5.1).
24 Power of Attorney contained on the signature pages of this
Registration Statement.<PAGE>
PROSPECTUS
FIRST BANKSHARES, INC.
FIRST BANKSHARES, INC. 1995 STOCK OPTION PLAN
______________________
No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering made hereby, and if given or made, such other information or
representations must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof. This Prospectus
does not constitute an offer to sell securities in any jurisdiction to any
person to whom it would be unlawful to make such an offer in such jurisdiction.
______________________
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
THE DATE OF THIS PROSPECTUS IS DECEMBER 2, 1996.
<PAGE>
This Prospectus provides information concerning options and rights granted
under the First Bankshares, Inc. 1995 Stock Option Plan (the "Plan"). The
information is qualified in its entirety by the text of the Plan (including any
and all amendments through the date of this Prospectus), a copy of which is
attached hereto and incorporated herein by reference.
INTRODUCTION
Principal Office and Telephone Number. The principal executive office of
First Bankshares, Inc. (the "Company") is 2833 Main Street, East Point,
Georgia, 30344. The Company's telephone number is (404) 768-9305.
The Plan. A total of 160,000 shares of the Company's common stock, par
value $1.00 per share, have been reserved for issuance upon the exercise of
options under the Plan. The Plan is not subject to any provisions of the
Employee Retirement Income Security Act of 1974 and is not qualified under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Internal
Revenue Code").
The general purpose of the Plan is to promote the growth and profitability
of the Company and its subsidiaries by providing Plan participants with an
opportunity to acquire or increase their proprietary interests in the Company
and to encourage their continued association with or service to the Company.
Under the Plan, the Company may grant incentive stock options, non-
incentive stock options, or restricted stock. Options allow optionees to
benefit from appreciation, if any, in the market price of the Company's common
stock after the date of grant. No capital investment is required until the
optionee exercises the option and purchases the underlying stock. At such
time, the optionee must tender the exercise price (i.e. exercise his option)
and receive the Company's common stock in exchange.
If you are granted an option under the Plan, you will receive an option
agreement specifying the terms of your option, such as the number of shares of
common stock you can purchase, the price per share, when you can exercise the
option, and when your option expires. If you are granted restricted stock
under the Plan, you will receive a restriction agreement specifying any
restrictions, terms, or conditions applicable to your restricted stock. The
terms of each option and restriction agreement will be determined by a
committee (the "Committee") of the Company's Board of Directors (the "Board"),
in the Committee's sole discretion. The Committee will consist of at least two
directors appointed by the Board. In administering the Plan, the Committee's
actions and determinations shall be binding on all interested parties.
ELIGIBILITY FOR PARTICIPATION IN THE PLAN
The class of persons eligible to participate in the Plan consists of all
persons the Committee determines to be in the best interests of the Company
which includes, but is not limited to, all directors and employees of the
Company or any subsidiary. However, only employees of the Company or its
subsidiaries shall be eligible to receive incentive stock options.
TYPES OF OPTIONS AND AWARDS UNDER THE PLANS
Options. Under the Plan, the Committee may grant either incentive stock
options or non-incentive stock options. Within the limitations provided in the
Plan, both types of options may be granted to the same person at the same time,
or at different times, and under different terms and conditions.
Awards of Restricted Stock. Under the Plan, the Committee may also grant
awards of restricted stock pursuant to such restrictions, terms, and conditions
as the Committee may determine. The Committee may, in its discretion,
determine that the payment of any dividends declared or paid on restricted
stock shall be (i) deferred until the lapsing of the relevant restrictions and
(ii) held by the Company for the account of the grantee until such lapsing. In
the event of such deferral, the Company will credit at the end of each year
interest on the amount of the account at the beginning of the year at a rate
per annum determined by the Committee. The Company will pay deferred
dividends, with interest, upon the lapsing of restrictions imposed on such
restricted stock, and any dividends deferred (together with any interest
thereon) in respect of restricted stock will be forfeited upon any forfeiture
of such restricted stock.
OPTION EXERCISE PRICE
Your option agreement specifies the exercise price of your option, which
is the price per share you must pay for the Company's common stock when
exercising an option. The option exercise price of an incentive stock option
may not be less than 100%, and the exercise price of a non-incentive stock
option may not be less than 80%, of the fair market value of the Company's
common stock on the date of grant.
EXERCISE PERIOD OF THE OPTION
The Committee determines the terms of options, and your option agreement
gives the date on which your option becomes exercisable and when it terminates.
No incentive stock option may be exercised after ten years from the date of
grant and no incentive stock option granted to any person owning more than 10%
of the total combined voting power of all Company common stock at the date of
grant may be exercised more than five years after the date of grant.
Additionally, no option granted to an "insider" under Section 16(b) of the
Securities Exchange Act of 1934 shall be exercisable prior to the expiration of
six months from the date of grant, other than in the case of death or
disability. The Committee may provide, however, that a particular option will
terminate in a fixed amount of time.
EXERCISE OF AN OPTION AND PAYMENT OF THE EXERCISE PRICE
You may exercise an option granted under the Plan by (i) delivering to the
Company at its principal office a written notice of exercise with respect to a
specified number of shares of stock and (ii) making payment to the Company of
the full amount of the exercise price for such number of shares. The Committee
may prescribe in any stock option agreement other terms and conditions relating
to the exercise of an option, including a requirement that your option may be
exercised only in accordance with a vesting schedule during the term of the
option.
The exercise price is to be paid in full in cash upon the exercise of the
option and the Company may postpone delivery of certificates for the shares
purchased until such payment has been made. The exercise price may also be
paid by surrendering shares of Company common stock you own which have a fair
market value on the date of exercise equal to the exercise price, or by
authorizing the Company to withhold shares of stock otherwise issuable upon
exercise of your option. The Board may provide in a stock option agreement or
may otherwise determine in its sole discretion at the time of exercise that, in
lieu of cash or shares, all or a portion of the exercise price may be paid by
the execution of a recourse note equal to the exercise price or relevant
portion thereof, subject to compliance with applicable state and federal laws,
rules and regulations.
In addition to and at the time of payment of the exercise price, the
optionee must pay to the Company in cash the full amount of any federal, state,
and local income, employment, or other withholding taxes applicable to the
taxable income of such optionee resulting from such exercise, except that the
Committee has the discretion to provide in any stock option agreement that tax
obligations owed as a result of such exercise may be paid by tendering to the
Company shares of stock duly endorsed for transfer and owned by the optionee,
or by authorization to the Company to withhold shares of stock otherwise
issuable upon exercise of the option.
With respect to options granted to a particular optionee, the Committee
may specify the effect upon such optionee's right to exercise an option of such
optionee's termination of service under various circumstances. The Committee
may provide for, among other things, immediate or deferred termination of an
optionee's rights under an option, or acceleration of the date at which an
option may be exercised in full.
EMPLOYMENT OR SHAREHOLDER RIGHTS
Nothing in the Plan or in any stock option agreement shall confer on any
person any right to continue in the employ of the Company or any of its
subsidiaries, or shall interfere in any way with the right of the Company or
any of its subsidiaries to terminate such person's employment at any time.
The grant of an option does not give you any rights of a shareholder of
the Company regarding the shares of common stock underlying your option until
you exercise your option and purchase Company common stock. With regard to
awards of restricted stock, unless the Committee determines otherwise and as
set forth in your restriction agreement, once all restrictions have lapsed and
the shares of restricted stock are delivered, you will have all of the rights
of a shareholder with respect to such shares, including the right to vote the
shares and to receive all dividends or other distributions paid or made with
respect to such shares.
<PAGE>
SALE OR TRANSFER OF OPTIONS
In general, you cannot transfer any incentive stock option granted under
the Plan, except by will or the laws of descent and distribution and no option
may be transferred by an "insider" under Section 16 except by will or the laws
of descent and distribution or pursuant to a qualified domestics relation
order. Your option or restriction agreement may contain other restrictions on
transfer.
SALE OF SHARES AFTER EXERCISING AN OPTION
Generally Freely Transferable. In general, unless you are an affiliate of
the Company, shares you acquire by exercising an option under the Plan can be
resold without restrictions.
Certain Exceptions. Employees who are affiliates of the Company
(generally speaking, executive officers and directors of the Company) who
exercise options should generally resell the shares so acquired pursuant to
Rule 144 under the Securities Act of 1933 without, however, being subject to
the holding period requirement of Rule 144(d). In addition, directors and
executive officers of the Company must comply with the "short swing" trading
provisions of Section 16(b) of the Securities Exchange Act of 1934.
EFFECT OF A STOCK SPLIT OR MERGER
In the event of a change in the outstanding shares of the Company's common
stock by reason of, among other things, a stock dividend or a stock split, the
aggregate number and kind of shares of stock for which options may be granted
and the rights of optionees and holders of restricted stock will be adjusted
proportionately by the Committee.
If the Company is a party to a merger or other reorganization in which it
does not survive, the Committee may declare that all options granted under the
Plan will become exercisable immediately, notwithstanding option agreement
provisions regarding exercisability. The Committee may also provide, among
other things, that all restrictions pertaining to restricted stock will
immediately lapse. Finally, the Committee may notify all optionees and
restricted stock owners that options and restricted stock will be assumed by
the successor corporation or substituted on an equitable basis with options or
restricted stock issued by such successor corporation.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion of the federal income tax consequences of the
Plan is a summary of applicable federal income tax law. State and local tax
consequences may differ. Because the federal income tax rules governing
options are complex and subject to frequent change, participants are advised to
consult their tax advisors prior to exercise of options or dispositions of
stock acquired pursuant to an option exercise. In addition, the following
discussion is limited to the United States federal income tax laws applicable
to optionees who are both citizens and residents of the United States. The
United States federal income tax treatment of options granted to other
optionees may differ. The tax laws of other countries may provide for
different tax consequences to optionees who are subject to such laws.
Generally. Incentive stock options and non-incentive stock options are
treated differently for federal income tax purposes. Incentive stock options
are intended to comply with the requirements of Section 422 of the Internal
Revenue Code. Non-incentive stock options need not comply with such
requirements. An incentive stock option provides favorable tax treatment for
an optionee under the Internal Revenue Code.
Incentive Stock Options. A participant is not taxed on the grant or
exercise of an incentive stock option. However, the difference between the
fair market value of the shares on the exercise date and the exercise price
will be a preference item for purposes of the alternative minimum tax. If a
participant holds the shares acquired upon exercise of an incentive stock
option for at least two years following the date of grant and at least one year
following exercise, the participant's gain, if any, by a subsequent disposition
of such shares will be treated as long term capital gain for federal income tax
purposes. The measure of the gain is the difference between the proceeds
received on disposition and the participant's basis in the shares (which
generally equals the exercise price). If the participant disposes of stock
acquired pursuant to exercise of an incentive stock option before satisfying
the one and two year holding periods described above, the participant will
recognize both ordinary income and capital gain in the year of disposition.
The amount of the ordinary income will be the lesser of (i) the amount realized
on disposition less the participant's adjusted basis in the stock (usually the
option exercise price) or (ii) the difference between the fair market value of
the stock on the exercise date and the option price. The balance of the
consideration received on such disposition will be long term capital gain if
the stock had been held for at least one year following exercise of the
incentive stock option. The Company is not entitled to an income tax deduction
on the grant or the exercise of an incentive stock option or on the
participant's disposition of the shares after satisfying the holding period
requirement described above. If the holding periods are not satisfied, the
Company will be entitled to an income tax deduction in the year the participant
disposes of the shares, in an amount equal to the ordinary income recognized by
the participant.
Non-Incentive Stock Options. A participant is not taxed on the grant of a
non-incentive stock option. Upon exercise, however, the participant recognizes
ordinary income equal to the difference between the option exercise price and
the fair market value of the shares on the date of the exercise. The Company
is entitled to an income tax deduction in the year of exercise in the amount
recognized by the participant as ordinary income. Any gain on subsequent
disposition of the shares is long term capital gain if the shares are held for
at least one year following exercise. The Company does not receive an income
tax deduction for this gain.
Alternative Minimum Tax. The difference between the option exercise price
of an incentive stock option and the fair market value of the shares on the
date of exercise is an adjustment to income for purposes of the alternative
minimum tax. For tax years beginning after December 31, 1992, the maximum
alternative minimum tax (imposed to the extent it exceeds the taxpayer's
regular tax) is generally 28% of an individual taxpayer's alternative minimum
taxable income. You are strongly urged to consult your tax advisor with
respect to all issues concerning alternative minimum tax.
If You Use Company Stock to Pay the Option Exercise Price. Under the
Plan, if you pay the option exercise price by tendering stock of the Company
and you receive back a larger number of shares than tendered, you will realize
taxable income in an amount equal to the fair market value of the additional
shares received on the date of exercise, less any cash paid in addition to the
shares tendered. Upon a subsequent sale of the stock, the number of shares
equal to the number delivered as payment of the option exercise price will have
a tax basis equal to that of the shares originally tendered. The additional
newly-acquired shares obtained upon exercise of the option will have a tax
basis equal to the fair market value of such shares on the date of exercise.
Tax Withholding. Since the amount you realize upon the exercise of a non-
incentive stock option will be treated as compensation, it will be subject to
applicable withholding of federal, state and local income taxes and social
security taxes. You must pay the Company in cash the full amount of any taxes
applicable to the taxable income resulting from such exercise. However, an
option agreement may, in the Committee's discretion, provide that you may pay
these tax obligations by tendering shares of the Company's stock which you own.
Alternatively, if the option agreement so provides, you may authorize the
Company to withhold shares otherwise issuable upon exercise of the option to
pay any taxes due.
Generally, the exercise of an incentive stock option will not be treated
as compensation (but see "Alternative Minimum Tax" above) and will not be
subject to applicable withholding of federal, state and local income taxes and
social security taxes.
State and Local Taxes. An exercise of an option may also be subject to
state and local taxation, which varies from location to location.
CERTAIN INVESTMENT CONSIDERATIONS.
The market price of the Company's common stock may vary widely. For this
reason, the stock you acquire by exercise of options under the Plan may
decrease or increase in value.
AMENDMENT OR MODIFICATION OF THE PLAN
The Plan may be amended at any time and from time to time by the Board.
The Board may not, however, amend the Plan (without shareholder approval within
a year of the amendment) if such amendment would (i) increase the number of
common shares issuable pursuant to incentive stock options under the Plan or
materially increase the number of shares subject to the Plan, (ii) change the
class of employees eligible to receive incentive stock options that may
participate in the Plan or materially change the class of persons that may
participate in the Plan, or (iii) materially increase the benefits accruing to
Plan participants.
DOCUMENTS INCORPORATED BY REFERENCE.
The Company has incorporated by reference into this Prospectus the
following documents: (i) the Company's most recent Annual Report on Form 10-
KSB; and (ii) all other subsequent reports filed by the Company with the
Securities and Exchange Commission pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (such as Quarterly Reports on Form 10-QSB or Current
Reports on Form 8-K).
The Company will deliver without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any of the recent reports, proxy statements, and other communications
distributed to the Company's shareholders generally, together with any or all
of the information that is incorporated by reference in this Prospectus (other
than exhibits to such information unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates).
Requests for any of the documents described under this caption or
additional information regarding the Plan or the administrators of the Plan
should be directed in writing or by telephone to First Bankshares, Inc., 2833
Main Street, East Point, Georgia, 30344. The Company's telephone number is
(404) 768-9305.
EXHIBIT 4.2
<PAGE>
FIRST BANKSHARES, INC.
1995 STOCK OPTION PLAN
<PAGE>
FIRST BANKSHARES, INC.
1995 STOCK OPTION PLAN
TABLE OF CONTENTS
Page
ARTICLE I - DEFINITIONS 1
1.1 Award 1
1.2 Board 1
1.3 Change in Control 1
1.4 Code 1
1.5 Committee 2
1.6 Company 2
1.7 Director 2
1.8 Disinterested Person 2
1.9 Employee 2
1.10 Employer 2
1.11 Exchange Act 2
1.12 Exercise Price 2
1.13 Fair Market Value 2
1.14 Grantee 3
1.15 Incentive Stock Option 3
1.16 Officer 3
1.17 Option 3
1.18 Optionee 3
1.19 Parent 3
1.20 Permitted Transferee 3
1.21 Plan 3
1.22 Purchasable 3
1.23 Qualified Domestic Relations Order 3
1.24 Reload Option 3
1.25 Restricted Stock 4
1.26 Restriction Agreement 4
1.27 Section 16 Insider 4
1.28 Stock 4
1.29 Stock Option Agreement 4
1.30 Subsidiary 4
ARTICLE II - THE PLAN 4
2.1 Name 4
2.2 Purpose 4
2.3 Effective Date 4
ARTICLE III - PARTICIPANTS 5
ARTICLE IV - ADMINISTRATION 5
4.1 Duties and Powers of the Committee 5
4.2 Interpretation; Rules 5
4.3 No Liability 5
4.4 Majority Rule 6
4.5 Company Assistance 6
ARTICLE V - SHARES OF STOCK SUBJECT TO PLAN 6
5.1 Limitations 6
5.2 Antidilution 6
ARTICLE VI - OPTIONS 8
6.1 Types of Options Granted 8
6.2 Option Grant and Agreement 8
6.3 Optionee Limitations 8
6.4 $100,000 Limitation 9
6.5 Exercise Price 9
6.6 Exercise Period 9
6.7 Option Exercise 9
6.8 Reload Options 10
6.9 Nontransferability of Option 11
6.10 Termination of Employment or Service 11
6.11 Employment Rights 11
6.12 Certain Successor Options 11
6.13 Effect of Change in Control 12
ARTICLE VII - RESTRICTED STOCK 12
7.1 Awards of Restricted Stock 12
7.2 Non-Transferability 12
7.3 Lapse of Restrictions 12
7.4 Termination of Employment 13
7.5 Treatment of Dividends 13
7.6 Delivery of Shares 13
ARTICLE VIII - STOCK CERTIFICATES 13
ARTICLE IX - TERMINATION AND AMENDMENT OF PLAN 14
9.1 Termination 14
9.2 Effect on Grantee's Rights 14
ARTICLE X - RELATIONSHIP TO OTHER COMPENSATION PLANS 14
ARTICLE XI - MISCELLANEOUS 14
11.1 Replacement or Amended Grants 14
11.2 Forfeiture for Competition 15
11.3 Plan Binding on Successors 15
11.4 Singular, Plural; Gender 15
11.5 Headings, etc. 15
11.6 Interpretation 15
<PAGE>
FIRST BANKSHARES, INC.
1995 STOCK OPTION PLAN
ARTICLE I
DEFINITIONS
As used herein, the following terms have the following meanings unless the
context clearly indicates to the contrary:
1.1 "Award" shall mean a grant of Restricted Stock.
1.2 "Board" shall mean the Board of Directors of the Company.
1.3 "Change in Control" shall mean the occurrence of either of the
following events:
(a) A change in the composition of the Board of Directors as a
result of which fewer than one-half of the incumbent directors are directors
who either:
(i) Had been directors of the Company 24 months prior to such
change; or
(ii) Were elected, or nominated for election, to the Board of
Directors with the affirmative votes of at least a majority of the
directors who had been directors of the Company 24 months prior to
such change and who were still in office at the time of the election
or nomination; or
(b) Any "person" (as such term is used in sections 13(d) and 14(d)
of the Exchange Act), other than any person who is a shareholder of the Company
on or before the effective date of the Plan, by the acquisition or aggregation
of securities is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 50 percent or more of the combined
voting power of the Company's then outstanding securities ordinarily (and apart
from rights accruing under special circumstances) having the right to vote at
elections of directors (the "Base Capital Stock"); except that any change in
the relative beneficial ownership of the Company's securities by any person
resulting solely from a reduction in the aggregate number of outstanding shares
of Base Capital Stock, and any decrease thereafter in such person's ownership
of securities, shall be disregarded until such person increases in any manner,
directly or indirectly, such person's beneficial ownership of any securities of
the Company.
1.4 "Code" shall mean the United States Internal Revenue Code of 1986,
including effective date and transition rules (whether or not codified). Any
reference herein to a specific section of the Code shall be deemed to include a
reference to any corresponding provision of future law.
1.5 "Committee" shall mean a committee of at least two Directors
appointed from time to time by the Board, having the duties and authority set
forth herein in addition to any other authority granted by the Board; provided,
however, that with respect to any Options or Awards granted to an individual
who is also a Section 16 Insider, the Committee shall consist of at least two
Directors (who need not be members of the Committee with respect to Options or
Awards granted to any other individuals) who are Disinterested Persons, and all
authority and discretion shall be exercised by such Disinterested Persons, and
references herein to the "Committee" shall mean such Disinterested Persons
insofar as any actions or determinations of the Committee shall relate to or
affect Options or Awards made to or held by any Section 16 Insider. At any
time that the Board shall not have appointed a committee as described above,
any reference herein to the Committee shall mean a reference to the Board.
1.6 "Company" shall mean First Bankshares, Inc., a Georgia corporation.
1.7 "Director" shall mean a member of the Board and any person who is an
advisory, honorary or emeritus director of the Company if such person is
considered a director for the purposes of Section 16 of the Exchange Act, as
determined by reference to such Section 16 and to the rules, regulations,
judicial decisions, and interpretative or "no-action" positions with respect
thereto of the Securities and Exchange Commission, as the same may be in effect
or set forth from time to time.
1.8 "Disinterested Person" shall have the meaning set forth in Rule 16b-3
under the Exchange Act, as the same may be in effect from time to time, or in
any successor rule thereto, and shall be determined for all purposes under the
Plan according to interpretative or "no-action" positions with respect thereto
issued by the Securities and Exchange Commission.
1.9 "Employee" shall mean an employee of the Employer.
1.10 "Employer" shall mean the corporation that employs a Grantee.
1.11 "Exchange Act" shall mean the Securities Exchange Act of 1934. Any
reference herein to a specific section of the Exchange Act shall be deemed to
include a reference to any corresponding provision of future law.
1.12 "Exercise Price" shall mean the price at which an Optionee may
purchase a share of Stock under a Stock Option Agreement.
1.13 "Fair Market Value" on any date shall mean (i) the closing sales
price of the Stock, regular way, on such date on the national securities
exchange having the greatest volume of trading in the Stock during the
thirty-day period preceding the day the value is to be determined or, if such
exchange was not open for trading on such date, the next preceding date on
which it was open; (ii) if the Stock is not traded on any national securities
exchange, the average of the closing high bid and low asked prices of the Stock
on the over-the-counter market on the day such value is to be determined, or in
the absence of closing bids on such day, the closing bids on the next preceding
day on which there were bids; or (iii) if the Stock also is not traded on the
over-the-counter market, the fair market value as determined in good faith by
the Board or the Committee based on such relevant facts as may be available to
the Board, which may include opinions of independent experts, the price at
which recent sales have been made, the book value of the Stock, and the
Company's current and future earnings.
1.14 "Grantee" shall mean a person who is an Optionee or a person who has
received an Award of Restricted Stock.
1.15 "Incentive Stock Option" shall mean an option to purchase any stock
of the Company which complies with and is subject to the terms, limitations,
and conditions of Section 422 of the Code and any regulations promulgated with
respect thereto.
1.16 "Officer" shall mean a person who constitutes an officer of the
Company for the purposes of Section 16 of the Exchange Act, as determined by
reference to such Section 16 and to the rules, regulations, judicial decisions,
and interpretative or "no-action" positions with respect thereto of the
Securities and Exchange Commission, as the same may be in effect or set forth
from time to time.
1.17 "Option" shall mean an option, whether or not an Incentive Stock
Option, to purchase Stock granted pursuant to the provisions of Article VI
hereof.
1.18 "Optionee" shall mean a person to whom an Option has been granted
hereunder.
1.19 "Parent" shall mean any corporation (other than the Employer) in an
unbroken chain of corporations ending with the Employer if, at the time of the
grant (or modification) of the Option, each of the corporations other than the
Employer owns stock possessing 50 percent or more of the total combined voting
power of the classes of stock in one of the other corporations in such chain.
1.20 "Permitted Transferee" shall mean, with respect to an Optionee, any
member of such Optionee's immediate family and by will or the laws of descent
and distribution to any charitable, religious, scientific, or educational
organization, contributions to which are deductible for federal or state income
tax purposes, and any trust or other vehicle for the benefit of such a family
member or organization.
1.21 "Plan" shall mean the First Bankshares, Inc. 1995 Stock Option Plan,
the terms of which are set forth herein.
1.22 "Purchasable" shall refer to Stock which may be purchased by an
Optionee under the terms of this Plan on or after a certain date specified in
the applicable Stock Option Agreement.
1.23 "Qualified Domestic Relations Order" shall have the meaning set forth
in the Code or in the Employee Retirement Income Security Act of 1974, or the
rules and regulations promulgated under the Code or such Act.
1.24 "Reload Option" shall have the meaning set forth in Section 6.8
hereof.
1.25 "Restricted Stock" shall mean Stock issued, subject to restrictions,
to a Grantee pursuant to Article VII hereof.
1.26 "Restriction Agreement" shall mean the agreement setting forth the
terms of an Award and executed by a Grantee as provided in Section 7.1 hereof.
1.27 "Section 16 Insider" shall mean any person who is subject to the
provisions of Section 16 of the Exchange Act, as provided in Rule 16a-2
promulgated pursuant to the Exchange Act.
1.28 "Stock" shall mean the Common Stock, $1.00 par value, of the Company,
as adjusted pursuant to Section 5.2 hereof.
1.29 "Stock Option Agreement" shall mean an agreement between the Company
and an Optionee under which the Optionee may purchase Stock hereunder, a sample
form of which is attached hereto as Exhibit A (which form may be varied by the
Committee in granting an Option).
1.30 "Subsidiary" shall mean any corporation (other than the Employer) in
an unbroken chain of corporations beginning with the Employer if, at the time
of the grant (or modification) of the Option, each of the corporations other
than the last corporation in the unbroken chain owns stock possessing 50
percent or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.
ARTICLE II
THE PLAN
2.1 Name. This plan shall be known as the "First Bankshares, Inc. 1995
Stock Option Plan."
2.2 Purpose. The purpose of the Plan is to advance the interests of the
Company, its Subsidiaries and its shareholders by affording certain employees
and Directors of the Company and its Subsidiaries an opportunity to acquire or
increase their proprietary interests in the Company. The objective of the
issuance of the Options and Awards is to promote the growth and profitability
of the Company and its Subsidiaries because the Grantees will be provided with
an additional incentive to achieve the Company's objectives through
participation in its success and growth and by encouraging their continued
association with or service to the Company.
2.3 Effective Date. The Plan shall become effective on January 1, 1995,
provided, however, that the Plan shall terminate, and all Options or Awards
theretofore granted or awarded shall become void and may not be exercised, on
December 31, 1995, if the shareholders of the Company shall not by that date
have approved the Plan's adoption.
ARTICLE III
PARTICIPANTS
The class of persons eligible to participate in the Plan shall consist of
all persons whose participation in the Plan the Committee determines to be in
the best interests of the Company, which shall include, but not be limited to,
all Directors and employees, including but not limited to executive personnel,
of the Company or any Subsidiary.
ARTICLE IV
ADMINISTRATION
4.1 Duties and Powers of the Committee. The Plan shall be administered
by the Committee. The Committee shall select one of its members as its
Chairman and shall hold its meetings at such times and places as it may
determine. The Committee shall keep minutes of its meetings and shall make
such rules and regulations for the conduct of its business as it may deem
necessary. The Committee shall have the power to act by unanimous written
consent in lieu of a meeting and to meet telephonically. In administering the
Plan, the Committee's actions and determinations shall be binding on all
interested parties. The Committee shall have the power to grant Options or
Awards in accordance with the provisions of the Plan and may grant Options and
Awards singly, in combination, or in tandem. Subject to the provisions of the
Plan, the Committee shall have the discretion and authority to determine those
individuals to whom Options or Awards will be granted and whether such Options
shall be accompanied by the right to receive Reload Options, the number of
shares of Stock subject to each Option or Award, such other matters as are
specified herein, and any other terms and conditions of a Stock Option
Agreement or Restriction Agreement. The Committee shall also have the
discretion and authority to delegate to any Officer its powers to grant Options
or Awards under the Plan to any person who is an employee of the Company but
not an Officer or Director. To the extent not inconsistent with the provisions
of the Plan, the Committee may give a Grantee an election to surrender an
Option or Award in exchange for the grant of a new Option or Award, and shall
have the authority to amend or modify an outstanding Option Agreement or
Restriction Agreement, or to waive any provision thereof, provided that the
Grantee consents to such action.
4.2 Interpretation; Rules. Subject to the express provisions of the
Plan, the Committee also shall have complete authority to interpret the Plan,
to prescribe, amend, and rescind rules and regulations relating to it, to
determine the details and provisions of each Stock Option Agreement, and to
make all other determinations necessary or advisable for the administration of
the Plan, including, without limitation, the amending or altering of the Plan
and any Options or Awards granted hereunder as may be required to comply with
or to conform to any federal, state, or local laws or regulations.
4.3 No Liability. Neither any member of the Board nor any member of the
Committee shall be liable to any person for any act or determination made in
good faith with respect to the Plan or any Option or Award granted hereunder.
4.4 Majority Rule. A majority of the members of the Committee shall
constitute a quorum, and any action taken by a majority at a meeting at which a
quorum is present, or any action taken without a meeting evidenced by a writing
executed by all the members of the Committee, shall constitute the action of
the Committee.
4.5 Company Assistance. The Company shall supply full and timely
information to the Committee on all matters relating to eligible persons, their
employment, death, retirement, disability, or other termination of employment,
and such other pertinent facts as the Committee may require. The Company shall
furnish the Committee with such clerical and other assistance as is necessary
in the performance of its duties.
ARTICLE V
SHARES OF STOCK SUBJECT TO PLAN
5.1 Limitations. Subject to any antidilution adjustment pursuant to the
provisions of Section 5.2 hereof, the maximum number of shares of Stock that
may be issued hereunder shall be 160,000. Any or all shares of Stock subject
to the Plan may be issued in any combination of Incentive Stock Options, non-
Incentive Stock Options, or Restricted Stock, and the amount of Stock subject
to the Plan may be increased from time to time in accordance with Article IX,
provided that the total number of shares of Stock issuable pursuant to
Incentive Stock Options may not be increased to more than 25,000 (other than
pursuant to antidilution adjustments) without shareholder approval. Shares
subject to an Option or issued as an Award may be either authorized and
unissued shares or shares issued and later acquired by the Company. The shares
covered by any unexercised portion of an Option that has terminated for any
reason (except as set forth in the following paragraph), or any forfeited
portion of an Award, may again be optioned or awarded under the Plan, and such
shares shall not be considered as having been optioned or issued in computing
the number of shares of Stock remaining available for option or award
hereunder.
In the event of the issuance of Options in respect of options to acquire
stock of any entity acquired, by merger or otherwise, by the Company (or any
Subsidiary of the Company), to the extent that such issuance shall not be
inconsistent with the terms, limitations and conditions of Code section 422 or
Rule 16b-3 under the Exchange Act, the aggregate number of shares of Stock for
which Options may be granted hereunder shall automatically be increased by the
number of shares subject to the Options so issued; provided, however, that the
aggregate number of shares of Stock for which Options may be granted hereunder
shall automatically be decreased by the number of shares covered by any
unexercised portion of an Option so issued that has terminated for any reason,
and the shares subject to any such unexercised portion may not be optioned to
any other person.
5.2 Antidilution.
(a) In the event that the outstanding shares of Stock are changed
into or exchanged for a different number or kind of shares or other securities
of the Company by reason of merger, consolidation, reorganization,
recapitalization, reclassification, combination or exchange of shares, stock
split or stock dividend, in the event that any spin-off, spin-out or other
distribution of assets materially affects the price of the Company's stock, or
in the event of any assumption and conversion to the Plan by the Company of an
acquired company's outstanding option grants:
(i) The aggregate number and kind of shares of Stock for which
Options or Awards may be granted hereunder shall be adjusted
proportionately by the Committee; and
(ii) The rights of Optionees (concerning the number of shares
subject to Options and the Exercise Price) under outstanding Options
and the rights of the holders of Awards (concerning the terms and
conditions of the lapse of any then-remaining restrictions), shall be
adjusted proportionately by the Committee.
(b) If the Company shall be a party to any reorganization in which
it does not survive, involving merger, consolidation, or acquisition of the
stock or substantially all the assets of the Company, the Committee, in its
discretion, may:
(i) notwithstanding other provisions hereof, declare that all
Options granted under the Plan shall become exercisable immediately
notwithstanding the provisions of the respective Option Agreements
regarding exercisability, that all such Options shall terminate 30
days after the Committee gives written notice of the immediate right
to exercise all such Options and of the decision to terminate all
Options not exercised within such 30-day period, and that all then-
remaining restrictions pertaining to Awards under the Plan shall
immediately lapse; and/or
(ii) notify all Grantees that all Options or Awards granted
under the Plan shall be assumed by the successor corporation or
substituted on an equitable basis with options or restricted stock
issued by such successor corporation.
(c) If the Company is to be liquidated or dissolved in connection
with a reorganization described in Section 5.2(b), the provisions of such
section shall apply. In all other instances, the adoption of a plan of
dissolution or liquidation of the Company shall, notwithstanding other
provisions hereof, cause all then-remaining restrictions pertaining to Awards
under the Plan to lapse, and shall cause every Option outstanding under the
Plan to terminate to the extent not exercised prior to the adoption of the plan
of dissolution or liquidation by the shareholders, provided that,
notwithstanding other provisions hereof, the Committee may declare all Options
granted under the Plan to be exercisable at any time on or before the fifth
business day following such adoption notwithstanding the provisions of the
respective Option Agreements regarding exercisability.
(d) The adjustments described in paragraphs (a) through (c) of this
section, and the manner of their application, shall be determined solely by the
Committee, and any such adjustment may provide for the elimination of
fractional share interests; provided, however, that any adjustment made by the
Board or the Committee shall be made in a manner that will not cause an
Incentive Stock Option to be other than an incentive stock option under
applicable statutory and regulatory provisions. The adjustments required under
this Article shall apply to any successors of the Company and shall be made
regardless of the number or type of successive events requiring such
adjustments.
ARTICLE VI
OPTIONS
6.1 Types of Options Granted. The Committee may, under this Plan, grant
either Incentive Stock Options or Options which do not qualify as Incentive
Stock Options. Within the limitations provided in this Plan, both types of
Options may be granted to the same person at the same time, or at different
times, under different terms and conditions, as long as the terms and
conditions of each Option are consistent with the provisions of the Plan.
Without limitation of the foregoing, Options may be granted subject to
conditions based on the financial performance of the Company or any other
factor the Committee deems relevant.
6.2 Option Grant and Agreement. Each Option granted hereunder shall be
evidenced by minutes of a meeting or the written consent of the Committee and
by a written Stock Option Agreement executed by the Company and the Optionee.
The terms of the Option, including the Option's duration, time or times of
exercise, exercise price, whether the Option is intended to be an Incentive
Stock Option, and whether the Option is to be accompanied by the right to
receive a Reload Option, shall be stated in the Option Agreement. No Incentive
Stock Option may be granted more than ten years after the earlier to occur of
the effective date of the Plan or the date the Plan is approved by the
Company's shareholders.
Separate Option Agreements may be used for Options intended to be
Incentive Stock Options and those not so intended, but any failure to use such
separate agreements shall not invalidate, or otherwise adversely affect the
Optionee's interest in, the Options evidenced thereby.
6.3 Optionee Limitations. The Committee shall not grant an Incentive
Stock Option to any person who, at the time the Incentive Stock Option is
granted:
(a) is not an employee of the Company or any of its Subsidiaries; or
(b) owns or is considered to own stock possessing at least 10% of
the total combined voting power of all classes of stock of the Company or any
of its Parent or Subsidiary corporations; provided, however, that this
limitation shall not apply if at the time an Incentive Stock Option is granted
the Exercise Price is at least 110% of the Fair Market Value of the Stock
subject to such Option and such Option by its terms would not be exercisable
after five years from the date on which the Option is granted. For the purpose
of this subsection (b), a person shall be considered to own: (i) the stock
owned, directly or indirectly, by or for his or her brothers and sisters
(whether by whole or half blood), spouse, ancestors and lineal descendants;
(ii) the stock owned, directly or indirectly, by or for a corporation,
partnership, estate, or trust in proportion to such person's stock interest,
partnership interest or beneficial interest therein; and (iii) the stock which
such person may purchase under any outstanding options of the Employer or of
any Parent or Subsidiary of the Employer.
6.4 $100,000 Limitation. Except as provided below, the Committee shall
not grant an Incentive Stock Option to, or modify the exercise provisions of
outstanding Incentive Stock Options held by, any person who, at the time the
Incentive Stock Option is granted (or modified), would thereby receive or hold
any Incentive Stock Options of the Employer and any Parent or Subsidiary of the
Employer such that the aggregate Fair Market Value (determined as of the
respective dates of grant or modification of each option) of the stock with
respect to which such Incentive Stock Options are exercisable for the first
time during any calendar year is in excess of $100,000 (or such other limit as
may be prescribed by the Code from time to time); provided that the foregoing
restriction on modification of outstanding Incentive Stock Options shall not
preclude the Committee from modifying an outstanding Incentive Stock Option if,
as a result of such modification and with the consent of the Optionee, such
Option no longer constitutes an Incentive Stock Option; and provided that, if
the $100,000 limitation (or such other limitation prescribed by the Code)
described in this Section is exceeded, the Incentive Stock Option the granting
or modification of which resulted in the exceeding of such limit shall be
treated as an Incentive Stock Option up to the limitation and the excess shall
be treated as an Option not qualifying as an Incentive Stock Option.
6.5 Exercise Price. The Exercise Price of the Stock subject to each
Option shall be determined by the Committee. Subject to the provisions of
Section 6.3(b) hereof, the Exercise Price of an Incentive Stock Option shall
not be less than the Fair Market Value of the Stock as of the date the Option
is granted (or in the case of an Incentive Stock Option that is subsequently
modified, on the date of such modification). The Exercise Price of a non-
Incentive Stock Option shall not be less than 80% of the Fair Market Value of
the Stock on the date that the Option is granted.
6.6 Exercise Period. The period for the exercise of each Option granted
hereunder shall be determined by the Committee, but the Option Agreement with
respect to each Option intended to be an Incentive Stock Option shall provide
that such Option shall not be exercisable after the expiration of ten years
from the date of grant (or modification) of the Option. In addition, no Option
granted to a Section 16 Insider shall be exercisable prior to the expiration of
six months from the date such Option is granted, other than in the case of the
death or disability of the Optionee, and no Option shall be exercisable prior
to shareholder approval of the Plan.
6.7 Option Exercise.
(a) Unless otherwise provided in the Stock Option Agreement or
Section 6.6 hereof, an Option may be exercised at any time or from time to time
during the term of the Option as to any or all full shares which have become
Purchasable under the provisions of the Option, but not at any time as to less
than 100 shares unless the remaining shares that have become so Purchasable are
less than 100 shares. The Committee shall have the authority to prescribe in
any Stock Option Agreement that the Option may be exercised only in accordance
with a vesting schedule during the term of the Option.
(b) An Option shall be exercised by (i) delivery to the Company at
its principal office a written notice of exercise with respect to a specified
number of shares of Stock and (ii) payment to the Company at that office of the
full amount of the Exercise Price for such number of shares in accordance with
Section 6.7(c).
(c) The Exercise Price is to be paid in full in cash upon the
exercise of the Option and the Company shall not be required to deliver
certificates for the shares purchased until such payment has been made;
provided, however, that in lieu of cash, all or any portion of the Exercise
Price may be paid by tendering to the Company shares of Stock duly endorsed for
transfer and owned by the Optionee, or by authorization to the Company to
withhold shares of Stock otherwise issuable upon exercise of the Option, in
each case to be credited against the Exercise Price at the Fair Market Value of
such shares on the date of exercise (however, no fractional shares may be so
transferred, and the Company shall not be obligated to make any cash payments
in consideration of any excess of the aggregate Fair Market Value of shares
transferred over the aggregate option price); provided further, that the Board
may provide in a Stock Option Agreement or may otherwise determine in its sole
discretion at the time of exercise that, in lieu of cash or shares, all or a
portion of the Exercise Price may be paid by the Optionee's execution of a
recourse note equal to the Exercise Price or relevant portion thereof, subject
to compliance with applicable state and federal laws, rules and regulations.
(d) In addition to and at the time of payment of the Exercise Price,
the Optionee shall pay to the Company in cash the full amount of any federal,
state, and local income, employment, or other withholding taxes applicable to
the taxable income of such Optionee resulting from such exercise; provided,
however, that in the discretion of the Committee any Option Agreement may
provide that all or any portion of such tax obligations, together with
additional taxes not exceeding the actual additional taxes to be owed by the
Optionee as a result of such exercise, may, upon the irrevocable election of
the Optionee, be paid by tendering to the Company whole shares of Stock duly
endorsed for transfer and owned by the Optionee, or by authorization to the
Company to withhold shares of Stock otherwise issuable upon exercise of the
Option, in either case in that number of shares having a Fair Market Value on
the date of exercise equal to the amount of such taxes thereby being paid, and
subject to such restrictions as to the approval and timing of any such election
as the Committee may from time to time determine to be necessary or appropriate
to satisfy the conditions of the exemption set forth in Rule 16b-3 under the
Exchange Act, if such rule is applicable.
(e) The holder of an Option shall not have any of the rights of a
shareholder with respect to the shares of Stock subject to the Option until
such shares have been issued and transferred to the Optionee upon the exercise
of the Option.
6.8 Reload Options.
(a) The Committee may specify in a Stock Option Agreement (or may
otherwise determine in its sole discretion) that a Reload Option shall be
granted, without further action of the Committee, (i) to an Optionee who
exercises an Option (including a Reload Option) by surrendering shares of Stock
in payment of amounts specified in Sections 6.7(c) or 6.7(d) hereof, (ii) for
the same number of shares as are surrendered to pay such amounts, (iii) as of
the date of such payment and at an Exercise Price equal to the Fair Market
Value of the Stock on such date, and (iv) otherwise on the same terms and
conditions as the Option whose exercise has occasioned such payment, except as
provided below and subject to such other contingencies, conditions, or other
terms as the Committee shall specify at the time such exercised Option is
granted; provided that the shares surrendered by a Section 16 Insider in
payment as provided above must have been held by the Optionee for at least six
months prior to such surrender.
(b) Unless provided otherwise in the Stock Option Agreement, a
Reload Option may not be exercised by an Optionee (i) prior to the end of a
one-year period from the date that the Reload Option is granted, and (ii)
unless the Optionee retains beneficial ownership of the shares of Stock issued
to such Optionee upon exercise of the Option referred to above in Section
6.8(a) for a period of one year from the date of such exercise.
6.9 Nontransferability of Option.
(a) No Incentive Stock Option shall be transferable by an Optionee
other than by will or the laws of descent and distribution, and no Option shall
be transferable by an Optionee who is a Section 16 Insider prior to shareholder
approval of the Plan or, after such approval, other than by will or the laws of
descent and distribution or pursuant to a Qualified Domestic Relations Order.
During the lifetime of an Optionee, Incentive Stock Options shall be
exercisable only by such Optionee (or by such Optionee's guardian or legal
representative, should one be appointed).
(b) Except as provided above or unless provided otherwise in the
Stock Option Agreement, Optionees and Permitted Transferees of Optionees may
not transfer Options to any person other than by will or the laws of descent
and distribution or pursuant to a Qualified Domestic Relations Order. Except
as provided above or unless provided otherwise in the Stock Option Agreement,
Options shall be exercisable by any person to whom such Option has been validly
transferred.
6.10 Termination of Employment or Service. The Committee shall have the
power to specify, with respect to the Options granted to a particular Optionee,
the effect upon such Optionee's right to exercise an Option of termination of
such Optionee's employment or service under various circumstances, which effect
may include immediate or deferred termination of such Optionee's rights under
an Option, or acceleration of the date at which an Option may be exercised in
full; provided, however, that in no event may an Incentive Stock Option be
exercised after the expiration of ten years from the date of grant thereof.
6.11 Employment Rights. Nothing in the Plan or in any Stock Option
Agreement shall confer on any person any right to continue in the employ of the
Company or any of its Subsidiaries, or shall interfere in any way with the
right of the Company or any of its Subsidiaries to terminate such person's
employment at any time.
6.12 Certain Successor Options. To the extent not inconsistent with the
terms, limitations and conditions of Code section 422 and any regulations
promulgated with respect thereto, an Option issued in respect of an option held
by an employee to acquire stock of any entity acquired, by merger or otherwise,
by the Company (or any Subsidiary of the Company) may contain terms that differ
from those stated in this Article, but solely to the extent necessary to
preserve for any such employee the rights and benefits contained in such
predecessor option, or to satisfy the requirements of Code section 424(a).
6.13 Effect of Change in Control. The Committee may determine, at the
time of granting an Option or thereafter, that such Option shall become
exercisable on an accelerated basis in the event that a Change in Control
occurs with respect to the Company. If the Committee finds that there is a
reasonable possibility that, within the succeeding six months, a Change in
Control will occur with respect to the Company, then the Committee may
determine that all outstanding Options shall be exercisable on an accelerated
basis.
ARTICLE VII
RESTRICTED STOCK
7.1 Awards of Restricted Stock. The Committee may grant Awards of
Restricted Stock, which shall be governed by a Restriction Agreement between
the Company and the Grantee. Each Restriction Agreement shall contain such
restrictions, terms, and conditions as the Committee may, in its discretion,
determine, and may require that an appropriate legend be placed on the
certificates evidencing the subject Restricted Stock.
Shares of Restricted Stock granted pursuant to an Award hereunder shall be
issued in the name of the Grantee as soon as reasonably practicable after the
Award is granted, provided that the Grantee has executed the Restriction
Agreement governing the Award, the appropriate blank stock powers and, in the
discretion of the Committee, an escrow agreement and any other documents which
the Committee may require as a condition to the issuance of such Shares. If a
Grantee shall fail to execute the foregoing documents within any time period
prescribed by the Committee, the Award shall be void. At the discretion of the
Committee, Shares issued in connection with an Award shall be deposited
together with the stock powers with an escrow agent designated by the
Committee. Unless the Committee determines otherwise and as set forth in the
Restriction Agreement, upon delivery of the Shares to the escrow agent, the
Grantee shall have all of the rights of a shareholder with respect to such
Shares, including the right to vote the Shares and to receive all dividends or
other distributions paid or made with respect to the Shares.
7.2 Non-Transferability. Until any restrictions upon Restricted Stock
awarded to a Grantee shall have lapsed in a manner set forth in Section 7.3,
such shares of Restricted Stock shall not be transferable other than by will or
the laws of descent and distribution, or pursuant to a Qualified Domestic
Relations Order, nor shall they be delivered to the Grantee.
7.3 Lapse of Restrictions. Restrictions upon Restricted Stock awarded
hereunder shall lapse at such time or times (but, with respect to any award to
a Grantee who is also a Section 16 Insider, not less than six months after the
date of the Award) and on such terms and conditions as the Committee may, in
its discretion, determine at the time the Award is granted or thereafter.
7.4 Termination of Employment. The Committee shall have the power to
specify, with respect to each Award granted to any particular Grantee, the
effect upon such Grantee's rights with respect to such Restricted Stock of the
termination of such Grantee's employment under various circumstances, which
effect may include immediate or deferred forfeiture of such Restricted Stock or
acceleration of the date at which any then-remaining restrictions shall lapse.
7.5 Treatment of Dividends. At the time an Award of Restricted Stock is
made the Committee may, in its discretion, determine that the payment to the
Grantee of any dividends, or a specified portion thereof, declared or paid on
such Restricted Stock shall be: (i) deferred until the lapsing of the relevant
restrictions and (ii) held by the Company for the account of the Grantee until
such lapsing. In the event of such deferral, there shall be credited at the
end of each year (or portion thereof) interest on the amount of the account at
the beginning of the year at a rate per annum determined by the Committee.
Payment of deferred dividends, together with interest thereon, shall be made
upon the lapsing of restrictions imposed on such Restricted Stock, and any
dividends deferred (together with any interest thereon) in respect of
Restricted Stock shall be forfeited upon any forfeiture of such Restricted
Stock.
7.6 Delivery of Shares. Except as provided otherwise in Article VIII
below, within a reasonable period of time following the lapse of the
restrictions on shares of Restricted Stock, the Committee shall cause a stock
certificate to be delivered to the Grantee with respect to such shares and such
shares shall be free of all restrictions hereunder.
ARTICLE VIII
STOCK CERTIFICATES
The Company shall not be required to issue or deliver any certificate for
shares of Stock purchased upon the exercise of any Option granted hereunder or
any portion thereof, or deliver any certificate for shares of Restricted Stock
granted hereunder, prior to fulfillment of all of the following conditions:
(a) The admission of such shares to listing on all stock exchanges
on which the Stock is then listed;
(b) The completion of any registration or other qualification of
such shares which the Committee shall deem necessary or advisable under any
federal or state law or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from any
federal or state governmental agency or body which the Committee shall
determine to be necessary or advisable; and
(d) The lapse of such reasonable period of time following the
exercise of the Option as the Board from time to time may establish for reasons
of administrative convenience.
Stock certificates issued and delivered to Grantees shall bear such
restrictive legends as the Company shall deem necessary or advisable pursuant
to applicable federal and state securities laws.
ARTICLE IX
TERMINATION AND AMENDMENT OF PLAN
9.1 Termination. The Board may at any time terminate the Plan, and may
at any time and from time to time and in any respect amend the Plan; provided,
however, that the Board (unless its actions are approved or ratified by the
shareholders of the Company within twelve months of the date that the Board
amends the Plan) may not amend the Plan to:
(a) Increase the total number of shares of Stock issuable pursuant
to Incentive Stock Options under the Plan or materially increase the number of
shares of Stock subject to the Plan, in each case except as contemplated in
Section 5.2 hereof;
(b) Change the class of employees eligible to receive Incentive
Stock Options that may participate in the Plan or materially change the class
of persons that may participate in the Plan; or
(c) Otherwise materially increase the benefits accruing to
participants under the Plan.
9.2 Effect on Grantee's Rights. No termination or amendment modification
of the Plan shall affect adversely a Grantee's rights under an Option Agreement
or Restriction Agreement without the consent of the Grantee or his legal
representative.
ARTICLE X
RELATIONSHIP TO OTHER COMPENSATION PLANS
The adoption of the Plan shall not affect any other stock option,
incentive, or other compensation plans in effect for the Company or any of its
Subsidiaries; nor shall the adoption of the Plan preclude the Company or any of
its Subsidiaries from establishing any other form of incentive or other
compensation plan for employees or Directors of the Company or any of its
Subsidiaries.
ARTICLE XI
MISCELLANEOUS
11.1 Replacement or Amended Grants. At the sole discretion of the
Committee, and subject to the terms of the Plan, the Committee may modify
outstanding Options or Awards or accept the surrender of outstanding Options or
Awards and grant new Options or Awards in substitution for them. However no
modification of an Option or Award shall adversely affect a Grantee's rights
under an Option Agreement or Restriction Agreement without the consent of the
Grantee or his legal representative.
11.2 Forfeiture for Competition. If a Grantee 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 Grantee while an Employee, then
that Grantee's rights under any Options outstanding hereunder shall be
forfeited and terminated, and any shares of Restricted Stock held by such
Grantee subject to remaining restrictions shall be forfeited, subject in each
case to a determination to the contrary by the Committee.
11.3 Plan Binding on Successors. The Plan shall be binding upon the
successors and assigns of the Company.
11.4 Singular, Plural; Gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.
11.5 Headings, etc. Headings of Articles and Sections hereof are inserted
for convenience and reference; they do not constitute part of the Plan.
11.6 Interpretation. With respect to Section 16 Insiders, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the Exchange Act. To the extent any provision of
the Plan or action by the Plan administrators fails to so comply, it shall be
deemed void to the extent permitted by law and deemed advisable by the Plan
administrators.
* * * * *<PAGE>
Exhibit A to First Bankshares,
Inc. 1995 Stock Option Plan - Form
of Stock Option Agreement
FIRST BANKSHARES, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement"), entered into as of this
_____ day of ________________________, by and between First Bankshares, Inc., a
Georgia corporation (the "Company"), and _________________ (the "Optionee").
WHEREAS, on ________________________, the Board of Directors and
shareholders of the Company adopted a stock option plan known as the "First
Bankshares, Inc. 1995 Stock Option Plan" (the "Plan"); and
WHEREAS, the Committee has granted the Optionee a stock option to purchase
the number of shares of the Company's common stock as set forth below, and in
consideration of the granting of that stock option the Optionee intends to
remain in the employ of the Company; and
WHEREAS, the Company and the Optionee desire to enter into a written
agreement with respect to such option in accordance with the Plan.
NOW, THEREFORE, as an employment incentive and to encourage stock
ownership, and also in consideration of the mutual covenants contained herein,
the parties hereto agree as follows.
1. Incorporation of Plan. This option is granted pursuant to the
provisions of the Plan and the terms and definitions of the Plan are
incorporated herein by reference and made a part hereof. A copy of the Plan
has been delivered to, and receipt is hereby acknowledged by, the Optionee.
2. Grant of Option. Subject to the terms, restrictions, limitations,
and conditions stated herein, the Company hereby evidences its grant to the
Optionee, not in lieu of salary or other compensation, of the right and option
(the "Option") to purchase all or any part of the number of shares of the
Company's Common Stock, no par value (the "Stock"), set forth on Schedule A
attached hereto and incorporated herein by reference. The Option shall be
exercisable in the amounts and at the time specified on Schedule A. The Option
shall expire and shall not be exercisable on the date specified on Schedule A
or on such earlier date as determined pursuant to Section 8, 9, or 10 hereof.
Schedule A states whether the Option is intended to be an Incentive Stock
Option.
3. Purchase Price. The price per share to be paid by the Optionee for
the shares subject to this Option (the "Exercise Price") shall be as specified
on Schedule A, which price shall be an amount not less than the Fair Market
Value of a share of Stock as of the Date of Grant (as defined in Section 11
below) if the Option is an Incentive Stock Option.
4. Exercise Terms. The Optionee must exercise the Option for at least
the lesser of 100 shares or the number of shares of Purchasable Stock as to
which the Option remains unexercised. In the event this Option is not
exercised with respect to all or any part of the shares subject to this Option
prior to its expiration, the shares with respect to which this Option was not
exercised shall no longer be subject to this Option.
5. Restrictions on Transferability.
(a) No Incentive Stock Option shall be transferable by an Optionee
other than by will or the laws of descent and distribution, and no Option shall
be transferable by an Optionee who is a Section 16 Insider prior to shareholder
approval of the Plan or, after such approval, other than by will or the laws of
descent and distribution or pursuant to a Qualified Domestic Relations Order.
During the lifetime of an Optionee, Incentive Stock Options shall be
exercisable only by such Optionee (or by such Optionee's guardian or legal
representative, should one be appointed).
(b) Optionees and Permitted Transferees of Optionees may not
transfer Options to any person except by will or the laws of descent and
distribution or pursuant to a Qualified Domestic Relations Order [LIST ANY
OTHER RESTRICTIONS ON TRANSFER OR PERMITTED EXCEPTIONS]. Except as provided
above [AND LIST ANY OTHER SPECIFIC EXCEPTIONS], Options shall be exercisable by
any person to whom such Option has been validly transferred.
6. Notice of Exercise of Option. This Option may be exercised by the
Optionee, or by the Optionee's administrators, executors or personal
representatives, by a written notice (in substantially the form of the Notice
of Exercise attached hereto as Schedule B) signed by the Optionee, or by such
administrators, executors or personal representatives, and delivered or mailed
to the Company as specified in Section 14 hereof to the attention of the
President or such other officer as the Company may designate. Any such notice
shall (a) specify the number of shares of Stock which the Optionee or the
Optionee's administrators, executors or personal representatives, as the case
may be, then elects to purchase hereunder, (b) contain such information as may
be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by
(i) a certified or cashier's check payable to the Company in payment of the
total Exercise Price applicable to such shares as provided herein, (ii) shares
of Stock owned by the Optionee and duly endorsed or accompanied by stock
transfer powers having a Fair Market Value equal to the total Exercise Price
applicable to such shares purchased hereunder, or (iii) a certified or
cashier's check accompanied by the number of shares of Stock whose Fair Market
Value when added to the amount of the check equals the total Exercise Price
applicable to such shares purchased hereunder. Upon receipt of any such notice
and accompanying payment, and subject to the terms hereof, the Company agrees
to issue to the Optionee or the Optionee's administrators, executors or
personal representatives, as the case may be, stock certificates for the number
of shares specified in such notice registered in the name of the person
exercising this Option.
7. Adjustment in Option. The number of Shares subject to this Option,
the Exercise Price and other matters are subject to adjustment during the term
of this Option in accordance with Section 5.2 of the Plan.
8. Termination of Employment.
(a) Except as otherwise specified in Schedule A hereto, in the event
of the termination of the Optionee's employment with the Company or any of its
Subsidiaries, other than a termination that is either (i) for cause, (ii)
voluntary on the part of the Optionee and without written consent of the
Company, or (iii) for reasons of death or disability or retirement, the
Optionee may exercise this Option at any time within 30 days after such
termination to the extent of the number of shares which were Purchasable
hereunder at the date of such termination.
(b) Except as specified in Schedule A attached hereto, in the event
of a termination of the Optionee's employment that is either (i) for cause or
(ii) voluntary on the part of the Optionee and without the written consent of
the Company, this Option, to the extent not previously exercised, shall
terminate immediately and shall not thereafter be or become exercisable.
(c) Unless and to the extent otherwise provided in Exhibit A hereto,
in the event of the retirement of the Optionee at the normal retirement date as
prescribed from time to time by the Company or any Subsidiary, the Optionee
shall continue to have the right to exercise any Options for shares which were
Purchasable at the date of the Optionee's retirement. This Option does not
confer upon the Optionee any right with respect to continuance of employment by
the Company or by any of its Subsidiaries. This Option shall not be affected
by any change of employment so long as the Optionee continues to be an employee
of the Company or one of its Subsidiaries.
9. Disabled Optionee. In the event of termination of employment because
of the Optionee's becoming a Disabled Optionee, the Optionee (or his or her
personal representative) may exercise this Option at any time within three
months after such termination to the extent of the number of shares which were
Purchasable hereunder at the date of such termination.
10. Death of Optionee. Except as otherwise set forth in Schedule A with
respect to the rights of the Optionee upon termination of employment under
Section 8(a) above, hereof, in the event of the Optionee's death while employed
by the Company or any of its Subsidiaries or within three months after a
termination of such employment (if such termination was neither (i) for cause
nor (ii) voluntary on the part of the Optionee and without the written consent
of the Company), the appropriate persons described in Section 6 hereof or
persons to whom all or a portion of this Option is transferred in accordance
with Section 5 hereof may exercise this Option at any time within a period
ending on the earlier of (a) the last day of the three month period following
the Optionee's death or (b) the expiration date of this Option. If the
Optionee was an employee of the Company at the time of death, this Option may
be so exercised to the extent of the number of shares that were Purchasable
hereunder at the date of death. If the Optionee's employment terminated prior
to his or her death, this Option may be exercised only to the extent of the
number of shares covered by this Option which were Purchasable hereunder at the
date of such termination.
11. Date of Grant. This Option was granted by the Board of Directors of
the Company on the date set forth in Schedule A (the "Date of Grant").
12. Compliance with Regulatory Matters. The Optionee acknowledges that
the issuance of capital stock of the Company is subject to limitations imposed
by federal and state law and the Optionee hereby agrees that the Company shall
not be obligated to issue any shares of Stock upon exercise of this Option that
would cause the Company to violate law or any rule, regulation, order or
consent decree of any regulatory authority (including without limitation the
Securities and Exchange Commission) having jurisdiction over the affairs of the
Company. The Optionee agrees that he or she will provide the Company with such
information as is reasonably requested by the Company or its counsel to
determine whether the issuance of Stock complies with the provisions described
by this Section.
13. Restriction on Disposition of Shares. The shares purchased pursuant
to the exercise of an Incentive Stock Option shall not be transferred by the
Optionee except pursuant to the Optionee's will or the laws of descent and
distribution until such date which is the later of two years after the grant of
such Incentive Stock Option or one year after the transfer of the shares to the
Optionee pursuant to the exercise of such Incentive Stock Option.
14. Miscellaneous.
(a) This Agreement shall be binding upon the parties hereto and
their representatives, successors and assigns.
(b) This Agreement is executed and delivered in, and shall be
governed by the laws of, the State of Georgia.
(c) Any requests or notices to be given hereunder shall be deemed
given, and any elections or exercises to be made or accomplished shall be
deemed made or accomplished, upon actual delivery thereof to the designated
recipient, or three days after deposit thereof in the United States mail,
registered, return receipt requested and postage prepaid, addressed, if to the
Optionee, at the address set forth below and, if to the Company, to the
executive offices of the Company at 2833 Main Street, East Point, Georgia,
30344.
(d) This Agreement may not be modified except in writing executed by
each of the parties hereto.
(e) THE OPTIONEE ACKNOWLEDGES THAT THIS OPTION AND ALL SHARES OF
STOCK ACQUIRED PURSUANT TO THE EXERCISE OF THIS OPTION ARE DEEMED TO BE
"RESTRICTED SECURITIES" AS DEFINED IN RULE 144 PROMULGATED PURSUANT TO THE
SECURITIES ACT OF 1933 AND, THEREFORE, RESALE OF SUCH SHARES MUST BE MADE
PURSUANT TO THE REGISTRATION PROVISIONS OF SUCH ACT OR AN EXEMPTION THEREFROM.
IN WITNESS WHEREOF, the Board of Directors of the Company has caused this
Stock Option Agreement to be executed on behalf of the Company and the
Company's seal to be affixed hereto and attested by the Secretary or an
Assistant Secretary of the Company, and the Optionee has executed this Stock
Option Agreement under seal, all as of the day and year first above written.
COMPANY:
FIRST BANKSHARES, INC.
Attest:
By:
Secretary
Name:
[SEAL]
Title:
OPTIONEE:
Name:
Address:
<PAGE>
SCHEDULE A
TO
STOCK OPTION AGREEMENT
BETWEEN
FIRST BANKSHARES, INC.
AND
[NAME OF OPTIONEE]
Dated ________________
1. Number of Shares Subject to Option: ________________ Shares.
2. This Option (Check one) [ ] is [ ] is not an Incentive Stock Option.
:\ Option Exercise Price: $ ________ per Share.
4. Date of Grant: ________________________
5. Option Vesting Schedule:
Check one:
( ) Options are exercisable with respect to all shares on or after
the date hereof
( ) Options are exercisable with respect to the number of shares
indicated below on or after the date indicated next to the
number of shares:
No. of Shares Vesting Date
6. Option Exercise Period:
Check One:
( ) All options expire and are void unless exercised on or before
________________________.
( ) Options expire and are void unless exercised on or before the
date indicated next to the number of shares:
No. of Shares Expiration Date
7. Effect of Termination of Employment of Optionee (if different from that
set forth in Sections 8 and 10 of the Stock Option Agreement): On the
date which is three months after the date of retirement, as defined in the
Stock Option Agreement of the Optionee, the Options will become void and
unexercisable unless on the date of retirement the Optionee enters into a
noncompete agreement with First Bankshares, Inc. and continues to comply
with such noncompete agreement.
<PAGE>
SCHEDULE B
TO
STOCK OPTION AGREEMENT
BETWEEN
FIRST BANKSHARES, INC.
AND
[NAME OF OPTIONEE]
Dated ________________
NOTICE OF EXERCISE
The undersigned hereby notifies First Bankshares, Inc. (the
"Company") of this election to exercise the undersigned's stock option to
purchase ________________ shares of the Company's common stock, no par value
(the "Common Stock"), pursuant to the Stock Option Agreement (the "Agreement")
between the undersigned and the Company dated ________________. Accompanying
this Notice is (1) a certified or a cashier's check in the amount of
$________________ payable to the Company, and/or (2) _______________ shares of
the Company's Common Stock presently owned by the undersigned and duly endorsed
or accompanied by stock transfer powers, having an aggregate Fair Market Value
(as defined in the First Bankshares, Inc. 1995 Stock Option Plan) as of the
date hereof of $__________________, such amounts being equal, in the aggregate,
to the purchase price per share set forth in Section 3 of the Agreement
multiplied by the number of shares being purchased hereby (in each instance
subject to appropriate adjustment pursuant to Section 7 of the Agreement).
IN WITNESS WHEREOF, the undersigned has set his hand and seal, this
________ day of ________________, ______.
OPTIONEE [OR OPTIONEE'S
ADMINISTRATOR,
EXECUTOR OR PERSONAL
REPRESENTATIVE]
Name:
Position (if other than Optionee):
EXHIBIT 5.1
<PAGE>
LAW OFFICES
NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
400 COLONY SQUARE
SUITE 2200
1201 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30361
TELEPHONE (404) 817-6000
TELECOPIER (404) 817-6050
OTHER OFFICES:
Charleston, South Carolina
Charlotte, North Carolina
Columbia, South Carolina
Greenville, South Carolina
Lexington, South Carolina
Myrtle Beach, South Carolina
December 2, 1996
First Bankshares, Inc.
2833 Main Street
East Point, Georgia 30344
Gentlemen:
We have acted as counsel to First Bankshares, Inc. (the "Company") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, covering the
offering of up to 160,000 shares (the "Shares") of the Company's Common Stock,
par value $1.00 per share. In connection therewith, we have examined such
corporate records, certificates of public officials and other documents and
records as we have considered necessary or proper for the purpose of this
opinion.
This opinion is limited by and is in accordance with, the January 1, 1992,
edition of the Interpretive Standards applicable to Legal Opinions to Third
Parties in Corporate Transactions adopted by the Legal Opinion Committee of the
Corporate and Banking Law Section of the State Bar of Georgia.
Based on the foregoing, and having regard to legal considerations which we
deem relevant, we are of the opinion that the Shares, when issued and delivered
as described in the Registration Statement, will be legally issued, fully paid
and nonassessable.
<PAGE>
First Bankshares, Inc.
December 2, 1996
Page Two
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
/s/ Glenn W. Sturm
Glenn W. Sturm, Esq., A Partner
