Exhibit 10.6


 


INCENTIVE STOCK OPTION AWARD


PURSUANT TO THE NEW SOUTHERN BANK


2001 STOCK INCENTIVE PLAN


 


THIS AWARD is made as of the
Grant Date by NEW SOUTHERN BANK (the “Bank”) to                       
(the “Optionee”).


 


Upon and subject to the Terms and Conditions attached
hereto and incorporated herein by reference, the Bank hereby awards as of the
Grant Date to Optionee an incentive stock option (the “Option”), as described
below, to purchase the Option Shares.


 


A.            Grant Date:                                                    .


 


B.             Type of Option:
Incentive Stock Option.


 


C.             Plan under which
granted: New Southern Bank 2001 Stock Incentive Plan.


 


D.             Option Shares: All or
any part of               shares of the Bank’s
$5.00 par value common  stock (the “Common Stock”), subject to adjustment as
provided in the attached Terms and Conditions.


 


E.             Exercise Price:   $
                  per share, subject to
adjustment as provided in the attached  Terms and Conditions. The Exercise Price is, in
the judgment of the Committee, not less than 100% of the Fair Market Value of a share of
Common Stock on the Grant Date or, in the case of an Over 10% Owner, not less than 110%
of the Fair Market Value of a share of Common Stock on the Grant Date.


 


F.             Option Period:   The Option may be exercised only during the
Option Period which commences on the Grant Date and ends, generally, on the earliest of (a)
the tenth (10th) anniversary of the Grant Date (unless the Optionee is an Over 10%
Owner, in which case the fifth (5th) anniversary of the Grant Date); (b) three (3) months
following the date the Optionee ceases to be an employee of the Bank (including
any Parent or Subsidiary) except as provided under clause (c); or (c) one (1) year
following the date the Optionee ceases to be an employee of the Bank (including any
Parent or Subsidiary) due to death or Disability; provided that the Option may be exercised
as to no more than the vested Option Shares, determined pursuant to the Vesting
Schedule. Note that other limitations to
exercising the Option, as described in the attached Terms and Conditions, may
apply.


 


G.             Vesting Schedule: The
Option Shares shall become vested in accordance with Schedule 1 hereto.


 


IN WITNESS WHEREOF, the Bank has executed and sealed
this Award as of the Grant Date set forth above.


 


	
   

  	
  NEW SOUTHERN BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 





















 


TERMS AND
CONDITIONS


TO THE


INCENTIVE
STOCK OPTION AWARD


PURSUANT TO THE NEW SOUTHERN BANK


2001 STOCK
INCENTIVE PLAN


 


1.               Exercise of Option. Subject to the provisions provided herein or in
the Award made pursuant to the New
Southern Bank 2001 Stock Incentive Plan:


 


(a)                  the Option may be exercised with respect to all
or any portion of the vested Option
Shares at any time during the Option Period by the delivery to the Bank, at its
principal place of business, of a
written notice of exercise in substantially the form attached hereto as Exhibit
1, which shall be actually delivered to the Bank no earlier than thirty (30) days and no later than ten (10) days prior to the
date upon which Optionee desires to exercise all or any portion of the Option;
and


 


(b)                  payment to the Bank of the Exercise Price multiplied by the number of Option Shares being purchased (the “Purchase Price”) as
provided in Section 3.


 


(c)                  Notwithstanding any other provision of this
Agreement, in the event that the capital
of the Bank falls below the minimum requirements determined by the primary
federal regulator of the Bank (the “Regulator”),
the Regulator may direct the Bank to require the Optionee to exercise, or otherwise forfeit, the Option in whole or in
part.   If the Regulator gives such direction, the Bank will notify the
Optionee within forty-five (45) days from the date the Regulator notifies the Bank in writing that the Optionee must
exercise, or otherwise forfeit, the
Option in whole or in part.   If the
Optionee does not exercise the Option in accordance with the Bank’s direction within twenty-one (21) days of the
Bank’s notification to the Optionee,
the Committee may provide for the cancellation of the Option.


 


Upon
acceptance of such notice and receipt of payment in full of the Purchase Price
and, if applicable any withholding
taxes, the Bank shall cause to be issued a certificate representing the Option Shares purchased.


 


2.              Withholding.   To the extent the Option is
deemed to be a Non-Qualified Stock Option
in accordance with Section 18 hereof, the Optionee must satisfy his federal,
state and local, if any, withholding taxes imposed by reason of the
exercise of the Option either by paying to
the Bank the full amount of the withholding obligation (i) in cash; (ii) by
tendering shares of Common Stock which have been owned by the Optionee for at
least six (6) months prior to the date
of exercise having a Fair Market Value (as defined in the Plan) equal to the withholding
obligation; (iii) by electing, irrevocably and in writing in
substantially the form of Exhibit 2 (the “Withholding
Election”), to have the smallest number of whole shares of Common Stock withheld by the Bank which, when multiplied by the
Fair Market Value (as defined in the Plan) of the Common Stock as of the
date the Option is exercised, is sufficient to satisfy the amount of minimum required withholding tax obligations; or
(iv) by any combination of the above. Optionee
may make a Withholding Election only if the following conditions are met:


 


2





















 


(a)           the Withholding Election is made on or prior to
the date on which the amount of tax
required to be withheld is determined (the “Tax Date”) by executing and
delivering to the Bank a properly completed Notice of Withholding in
substantially the form attached hereto as Exhibit 2; and


 


(b)           any Withholding Election will be irrevocable;
however, the Committee (as defined in
the Plan) may, in its sole discretion, disapprove and give no effect to the Withholding Election.


 


3.                     Purchase Price.   Payment of the Purchase Price
for all Option Shares purchased pursuant to the exercise of an Option
shall be made in cash or certified check or, if and when the Common Stock becomes traded by brokers, whether
on a national securities exchange or otherwise, by receipt of the Purchase Price in cash from a broker, dealer or other “creditor”
as defined by Regulation T issued by
the Board of Governors of the Federal Reserve System following delivery by the Optionee to the Committee of instructions in a
form acceptable to the Committee regarding delivery to such broker, dealer or
other creditor of that number of Option Shares with respect to which the Option is exercised.


 


4.                     Rights as Shareholder.    Until
the stock certificates reflecting the Option Shares accruing to the Optionee upon exercise of the
Option are issued to the Optionee, the Optionee shall have no rights as a shareholder with respect to
such Option Shares.   The Bank shall make
no adjustment for any dividends or
distributions or other rights on or with respect to Option Shares for which the record date is prior to the issuance of
that stock certificate, except as the Plan or the attached Award otherwise provides.


 


5.                     Restriction on Transfer of Option and of Option
Shares.    The Option evidenced hereby is
nontransferable other than by will or the laws of descent and distribution and
shall be exercisable during the
lifetime of the Optionee only by the Optionee (or in the event of his
Disability, by his personal
representative) and after his death, only by his legatee or the executor of his
estate.


 


6.               Changes in Capitalization.


 


(a)                   If the number of shares of Common Stock shall be
increased or decreased by reason of a
subdivision or combination of shares of Common Stock, the payment of a stock dividend in shares of Common Stock or any other
increase or decrease in the number of shares
of Common Stock outstanding effected without receipt of consideration by the
Bank, an appropriate adjustment
shall be made by the Committee, in a manner determined in its sole discretion, in the number and kind of Option
Shares and in the Exercise Price.


 


(b)                  If the Bank shall be the surviving corporation in
any merger, consolidation, reorganization,
extraordinary dividend, spin-off, or other change in corporate structure of the
Bank or its Common Stock, the
Optionee shall be entitled to purchase the number and class of securities to which a holder of the number of
shares of Common Stock subject to the Option at the time of the transaction would have been entitled to receive as a
result of such transaction, and a
corresponding adjustment, where appropriate, shall be made in the Exercise Price.  In
the event of a Change in Control or other corporate transaction pursuant to
which the Bank is not the surviving
entity, the Committee may provide for the assumption of the Option by the surviving entity or the substitution
of a new option, adjusted in a manner


 


3





















 


similar
to that contemplated by the immediately preceding sentence; however, if the
surviving entity does not agree to the assumption or substitution of the
Option, the Committee may elect to
terminate the Option Period as of the effective date of the Change in Control
in consideration of the payment to
the Optionee of the sum of the difference between the then aggregate Fair Market Value of the Common Stock
and the aggregate Exercise Price for each vested Option Share which has not been exercised as of the effective
date of the Change in Control. A
dissolution or liquidation of the Bank shall cause the Option to terminate as
to any portion thereof not exercised
as of the effective date of the dissolution or liquidation.


 


(c)           
The existence of the Plan and the Option granted pursuant to this Agreement shall not affect in any way the right or power of
the Bank to make or authorize any adjustment,
reclassification, reorganization or other change in its capital or business
structure, any merger or consolidation
of the Bank, any issue of debt or equity securities having preferences or priorities as to the Common Stock
or the rights thereof, the dissolution or liquidation of the Bank, any sale or
transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment
pursuant to this Section may provide, in the Committee’s discretion, for the elimination without payment therefor of
any fractional shares that might
otherwise become subject to any Option.


 


7.             Special
Limitation on Exercise.    No purported
exercise of the Option shall be effective without the approval of the
Committee, which may be withheld to the extent that the exercise, either
individually or in the aggregate together with the exercise of other previously
exercised stock options and/or offers and sales pursuant to any prior or
contemplated offering of securities, would, in the sole and absolute judgment
of the Committee, require the filing of a registration statement with the
United States Securities and Exchange Commission or with the securities
commission of any state. If a registration statement is not in effect under the
Securities Act of 1933 or any applicable state securities law with respect to
shares of Common Stock purchasable or otherwise deliverable under the Option,
the Optionee (a) shall deliver to the Bank, prior to the exercise of the Option
or as a condition to the delivery of Common Stock pursuant to the exercise of
an Option exercise, such information, representations and warranties as the
Bank may reasonably request in order for the Bank to be able to satisfy itself
that the Option Shares are being acquired in accordance with the terms of an
applicable exemption from the securities registration requirements of
applicable federal and state securities laws and (b) shall agree that the
shares of Common Stock so acquired will not be disposed of except pursuant to
an effective registration statement, unless the Bank shall have received an
opinion of counsel that such disposition is exempt from such requirement under
the Securities Act of 1933 and any applicable state securities law.


 


8.                    Legend on Stock Certificates.  
Certificates evidencing the Option Shares, to the extent appropriate at the time, shall have noted
conspicuously on the certificates a legend intended to give all persons full notice of the existence of
the conditions, restrictions, rights and obligations set forth herein and in the Plan.


 


9.                    Governing
Laws.   This Award and the Terms and
Conditions shall be construed, administered
and enforced according to the laws of the State of Georgia.


 


10.                  Successors.   This Award and the Terms and
Conditions shall be binding upon and inure
to the benefit of the heirs, legal representatives, successors and permitted
assigns of the Optionee and the
Bank.


 


4





















 


11.                 Notice.  Except as otherwise specified herein, all
notices and other communications under
this Award shall be in writing and shall be deemed to have been given if
personally delivered or if sent by
registered or certified United States mail, return receipt requested, postage
prepaid, addressed to the proposed
recipient at the last known address of the recipient.   Any party may designate any other address to which notices shall be sent by giving
notice of the address to the other parties in the same manner as provided
herein.


 


12.                 Severability.   In the event that any one or
more of the provisions or portion thereof contained in the Award and these
Terms and Conditions shall for any reason be held to be invalid, illegal or unenforceable in any respect, the same
shall not invalidate or otherwise affect any other provisions of the Award and these Terms and
Conditions, and the Award and these Terms and Conditions shall be construed as if the invalid, illegal or
unenforceable provision or portion thereof had never been contained herein.


 


13.                 Entire Agreement. Subject to the terms and conditions of the Plan, the Award and the
Terms and Conditions express the entire understanding of the parties with
respect to the Option.


 


14.                 Violation. Any transfer, pledge, sale, assignment, or hypothecation of the Option
or any portion thereof shall be a
violation of the terms of the Award or these Terms and Conditions and shall be void and without effect.


 


15.                 Headings and Capitalized Terms.  Section
headings used herein are for convenience of reference only and shall not be considered in construing the Award
or these Terms and Conditions. Capitalized
terms used, but not defined, in either the Award or the Terms and Conditions
shall be given the meaning ascribed
to them in the Plan.


 


16.                 Specific Performance.   In the
event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions
of the Award and these Terms and Conditions, the party or parties who are thereby aggrieved shall have the right to
specific performance and injunction in
addition to any and all other rights and remedies at law or in equity, and all
such rights and remedies shall be
cumulative.


 


17.                 No Right to Continued Retention.   Neither
the establishment of the Plan nor the award
of Option Shares hereunder shall be construed as giving the Optionee the right
to continued employment with the
Bank or any affiliate.


 


18.           Qualified Status of Option. In accordance with Section 2.4 of the Plan, the
aggregate Fair Market Value
(determined as of the date an Incentive Stock Option is granted) of the Option Shares which become exercisable for the first time
by an individual during any calendar year shall not exceed $100,000.   If the
foregoing limitation is exceeded with respect to any portion of the Option Shares, that portion of the Option Shares
which cause the limitation to be exceeded shall be treated as a Non-Qualified Stock Option.


 


5





















 


EXHIBIT 1


 


NOTICE OF EXERCISE OF

STOCK OPTION TO PURCHASE

COMMON
STOCK OF

NEW SOUTHERN BANK


 


	
   

  	
  Name

  	
   

  
	
   

  	
  Address

  	
   

  
	
   

  	
   

  
	
   

  	
  Date

  	
   

  
					



 


 


New Southern Bank


4077 Forsyth Road


Macon, Georgia


Attn: President


 


 


Re:       Exercise of Incentive Stock Option


 


 


Gentlemen:


 


Subject
to acceptance hereof by New Southern Bank (the “Bank”) and pursuant to the provisions of the New Southern Bank 2001 Stock
Incentive Plan (the “Plan”), I hereby give notice of  my election to exercise options granted to me to
purchase                          shares
of Common Stock  of the Bank under the
Incentive Stock Option Award (the “Award”) dated as of
                . The  purchase
shall take place as of
                    , 200     (the “Exercise Date”).


 


On
or before the Exercise Date, I will pay the applicable purchase price as
follows:


 


o         by delivery of cash or a certified check for $               for the full  purchase price payable to the order of New Southern Bank.


 


o         by delivery of the purchase price by                                                     , a broker,  dealer or other “creditor” as defined by Regulation T issued by the
Board of Governors of the Federal
Reserve System. I hereby authorize the Bank to issue a stock certificate for the number of shares indicated above in
the name of said broker, dealer or other creditor or its nominee pursuant to
instructions received by the Bank
and to deliver said stock certificate directly to that broker, dealer or
other creditor (or to such other party specified in the instructions received by the Bank from the broker, dealer or other
creditor) upon receipt of the
purchase price.


 


1





















 


The
required federal, state, and local income tax withholding obligations, if any,
on the exercise of the Award shall be
paid on or before the Exercise Date in cash or with previously owned shares of
Common Stock, as provided in the Award, or in the manner provided in the
Withholding Election previously tendered or to be tendered to the Bank no later
then the Exercise Date.


 


As soon as the stock certificate is registered in my
name, please deliver it to me at the above address.


 


If the Common Stock being acquired is not registered for issuance to
and resale by the Optionee pursuant
to an effective registration statement on Form S-8 (or successor form) filed
under the Securities Act of 1933, as amended (the “1933 Act”), I hereby
represent, warrant, covenant, and agree
with the Bank as follows:


 


The
shares of the Common Stock being acquired by me will be acquired for my own
account without the participation of
any other person, with the intent of holding the Common Stock for investment and without the intent of
participating, directly or indirectly, in a distribution of the Common Stock
and not with a view to, or for resale in connection with, any distribution of
the Common Stock, nor am I aware of the existence of any distribution of the
Common Stock;


 


I am
not acquiring the Common Stock based upon any representation, oral or written,
by any person with respect to the
future value of, or income from, the Common Stock but rather upon an independent examination and judgment as to the
prospects of the Bank;


 


The
Common Stock was not offered to me by means of publicly disseminated
advertisements or sales literature, nor am I aware of any offers made to other
persons by such means;


 


I
am able to bear the economic risks of the investment in the Common Stock,
including the risk of a complete loss
of my investment therein;


 


I understand and agree
that the Common Stock will be issued and sold to me without registration under any state law relating to the
registration of securities for sale, and will be issued and sold in
reliance on the exemptions from registration under the 1933 Act, provided by
Sections 3(b) and/or 4(2) thereof and the rules and regulations promulgated thereunder;


 


The
Common Stock cannot be offered for sale, sold or transferred by me other than
pursuant to: (A) an effective
registration under the 1933 Act or in a transaction otherwise in compliance with the 1933 Act; and (B) evidence
satisfactory to the Bank of compliance with the applicable securities laws of
other jurisdictions. The Bank shall be entitled to rely upon an opinion of
counsel satisfactory to it with respect to compliance with the above laws;


 


The
Bank will be under no obligation to register the Common Stock or to comply with
any exemption available for sale of the Common Stock without registration or
filing, and the information or
conditions necessary to permit routine sales of securities of the Bank under Rule 144 under the 1933 Act are not now available
and no assurance has been given that it or they will become available. The Bank is under no obligation to act in
any manner so as to make Rule 144
available with respect to the Common Stock;


 


2





















 


I
have and have had complete access to and the opportunity to review and make
copies of all material documents
related to the business of the Bank, including, but not limited to, contracts, financial statements, tax returns,
leases, deeds and other books and records. I have examined such of these
documents as I wished and am familiar with the business and affairs of the Bank. I realize that the purchase of the
Common Stock is a speculative investment and that any possible profit therefrom
is uncertain;


 


I
have had the opportunity to ask questions of and receive answers from the Bank
and any person acting on its behalf and to obtain all material information
reasonably available with respect to
the Bank and its affairs. I have received all information and data with respect
to the Bank which I have requested
and which I have deemed relevant in connection with the evaluation of the merits and risks of my
investment in the Bank;


 


I
have such knowledge and experience in financial and business matters that I am
capable of evaluating the merits and
risks of the purchase of the Common Stock hereunder and I am able to bear the economic risk of such purchase; and


 


The
agreements, representations, warranties and covenants made by me herein extend
to and apply to all of the Common
Stock of the Bank issued to me pursuant to this Award. Acceptance by me of the certificate representing
such Common Stock shall constitute a confirmation
by me that all such agreements, representations, warranties and covenants made herein shall be true and correct at that time.


 


I
understand that the certificates representing the shares being purchased by me
in accordance with this notice shall
bear a legend referring to the foregoing covenants, representations and warranties and restrictions on transfer, and I
agree that a legend to that effect may be placed on any certificate which may be issued to me as a substitute for the
certificates being acquired by me in accordance with this notice. I further
understand that capitalized terms used in this Notice of Exercise without
definition shall have the meanings given to them in the Plan.


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AGREED TO AND ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NEW SOUTHERN BANK

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of Shares

  	
   

  	
   

  
	
  Exercised:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of Shares

  	
   

  	
   

  
	
  Remaining:

  	
   

  	
   

  	
  Date:

  	
   

  
								



 


3





















 


EXHIBIT 2


 


NOTICE OF WITHHOLDING ELECTION

NEW
SOUTHERN BANK

2001 STOCK INCENTIVE PLAN


 


	
  TO:

  	
   

  	
  New Southern Bank

  
	
   

  	
   

  	
   

  
	
  FROM:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  RE:

  	
   

  	
  Withholding Election

  
				



 


 


This election relates to the
Option identified in Paragraph 3 below. I hereby certify that:


 


(1)              My correct name and social security number and my
current address are set forth at the end of this document.


 


(2)              I am (check one, whichever is applicable).


 


o         the original recipient of the Option.


 


o         the legal representative of the estate of the
original recipient of the Option.


 


o         a legatee of the original recipient of the
Option.


 


o         the legal guardian of the original recipient of
the Option.


 


(3)         The Option to which this election relates was
issued under the New Southern Bank 2001  Stock Incentive Plan (the “Plan”) 
in the name of                          
for the  purchase of a total of                        shares of Common Stock of the Bank. This election
relates to                              shares
of Common Stock issuable upon exercise of the Option,  provided that the numbers set forth above shall be
deemed changed as appropriate to reflect the applicable Plan provisions.


 


(4)        In connection with any exercise of the Option
with respect to the Common Stock, I hereby elect:


 


o         to have certain of the shares otherwise issuable pursuant to the exercise
withheld by the Bank for the purpose
of having the value of the shares applied to pay federal, state, and local, if any, taxes arising from the
exercise.


 


o         to tender shares held by me for a period of at least six (6) months
prior to the exercise of the Option
for the purpose of having the value of the shares applied to pay such taxes.


 


1





















 


The shares to be withheld or tendered, as applicable,
shall have, as of the Tax Date applicable to the exercise, a Fair Market Value
equal to the minimum statutory tax withholding requirement under federal, state, and local
law in connection with the exercise.


 


(5)        This Withholding Election
is made no later than the Tax Date and is otherwise timely made pursuant to the Plan.


 


(6)        I understand that this
Withholding Election may not be revised, amended or revoked by me.


 


(7)        The Plan has been made
available to me by the Bank. I have read and understand the Plan and I have no reason to
believe that any of the conditions to the making of this Withholding Election have not been
met.


 


(8)        Capitalized terms used in
this Notice of Withholding Election without definition shall have the meanings
given to them in the Plan.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social
  Security Number

  	
   

  	
  Name
  (Printed)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Street Address

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  City,
  State, Zip Code

  



 


2





















 


SCHEDULE 1


VESTING
SCHEDULE

INCENTIVE
STOCK OPTION AWARD
ISSUED PURSUANT TO THE

NEW SOUTHERN BANK

2001 STOCK INCENTIVE PLAN


 


A.                           The
Option Shares shall become vested Option Shares following completion of the
years of service as an employee of the Bank
or any Parent or Subsidiary as indicated in the schedule below.


 




	
  Percentage of Option Shares

  Which are Vested Shares

  	
   

  	
  Years of Service

  after the Grant Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  20%

  	
   

  	
  1

  	
   

  
	
  40%

  	
   

  	
  2

  	
   

  
	
  60%

  	
   

  	
  3

  	
   

  
	
  80%

  	
   

  	
  4

  	
   

  
	
  100%

  	
   

  	
  5

  	
   

  






 


B.                             Notwithstanding Part A, in the event of a Change
in Control prior to the third anniversary of the date the Bank opens for business, the Option shall become vested
as indicated in the following
Vesting Schedule:


 




	
  Percentage of Option Shares

  Which are Vested Shares

  	
   

  	
  Years of Service

  after the Grant Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  33 1/3%

  	
   

  	
  1

  	
   

  
	
  66 2/3%

  	
   

  	
  2

  	
   

  
	
  100%

  	
   

  	
  3

  	
   

  






 


C.                             Notwithstanding
Part A, in the event of a Change in Control on or subsequent to the third anniversary of the date the Bank opens for
business, the Option will be fully vested as of a date determined by the
Committee which is no less than ten (10) days prior to the effective date of the Change in Control.


 


D.                          For
purposes of the Vesting Schedule, Optionee shall be granted a year of service
for each twelve-consecutive-month period
following the Grant Date and during which Optionee continues, at all times, as
an employee of the Bank or any Parent or Subsidiary.


 


1