EXHIBIT 10.7


 


FIRST BANK OF HENRY COUNTY


2000 STOCK INCENTIVE PLAN


 





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  
	
  SECTION 1 DEFINITIONS 

  	
  1

  
	
   

  	
   

  
	
  1.1

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 2 THE STOCK INCENTIVE PLAN

  	
  4

  
	
   

  	
   

  
	
  2.1

  	
  PURPOSE OF THE PLAN

  	
  4

  
	
  2.2

  	
  STOCK SUBJECT TO THE PLAN

  	
  4

  
	
  2.3

  	
  ADMINISTRATION OF THE PLAN

  	
  4

  
	
  2.4

  	
  ELIGIBILITY AND LIMITS

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 3 TERMS OF STOCK INCENTIVES

  	
  5

  
	
   

  	
   

  
	
  3.1

  	
  GENERAL TERMS AND CONDITIONS

  	
  5

  
	
  3.2

  	
  TERMS AND CONDITIONS OF OPTIONS

  	
  6

  
	
  (a)

  	
  Option Price

  	
  6

  
	
  (b)

  	
  Option Term

  	
  7

  
	
  (c)

  	
  Payment

  	
  7

  
	
  (d)

  	
  Conditions to the Exercise of an Option

  	
  7

  
	
  (e)

  	
  Termination of Incentive Stock Option Status

  	
  7

  
	
  (f)

  	
  Special Provisions for Certain Substitute Options

  	
  8

  
	
  3.3

  	
  TREATMENT OF AWARDS UPON TERMINATION OF SERVICE

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 4 RESTRICTIONS ON STOCK

  	
  8

  
	
   

  	
   

  
	
  4.1

  	
  ESCROW OF SHARES

  	
  8

  
	
  4.2

  	
  RESTRICTIONS ON TRANSFER

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 5 GENERAL PROVISIONS

  	
  9

  
	
   

  	
   

  
	
  5.1

  	
  WITHHOLDING

  	
  9

  
	
  5.2

  	
  CHANGES IN CAPITALIZATION; MERGER; LIQUIDATION

  	
  9

  
	
  5.3

  	
  CASH AWARDS

  	
  10

  
	
  5.4

  	
  COMPLIANCE WITH CODE

  	
  10

  
	
  5.5

  	
  RIGHT TO TERMINATE SERVICE

  	
  10

  
	
  5.6

  	
  RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS

  	
  10

  
	
  5.7

  	
  NON-ALIENATION OF BENEFITS

  	
  11

  
	
  5.8

  	
  TERMINATION AND AMENDMENT OF THE PLAN

  	
  11

  
	
  5.9

  	
  STOCKHOLDER APPROVAL

  	
  11

  
	
  5.10

  	
  CHOICE OF LAW

  	
  11

  
					



 





















 


FIRST BANK OF HENRY COUNTY


2000 STOCK INCENTIVE PLAN


 


SECTION 1  DEFINITIONS


 


1.1           Definitions.  Whenever used herein, the masculine pronoun
shall be deemed to include the feminine, and the singular to include the
plural, unless the context clearly indicates otherwise, and the following
capitalized words and phrases are used herein with the meaning thereafter
ascribed:


 


(a)           “Bank” means
First Bank of Henry County, a proposed state bank.


 


(b)           “Board of Directors”
means the board of directors of the Bank.


 


(c)           “Cause” has the
same meaning as provided in the employment agreement between the Participant
and the Bank or affiliate(s) on the date of Termination of Service, or if no
such definition or employment agreement exists, “Cause” means conduct amounting
to  (1) fraud or dishonesty against
the Bank or affiliate(s); (2) Participant’s willful misconduct, repeated
refusal to follow the reasonable directions of the Board of Directors or
knowing violation of law in the course of performance of the duties of
Participant’s service with the Bank or affiliate(s); (3) repeated absences
from work without a reasonable excuse; (4) repeated intoxication with
alcohol or drugs while on the Bank’s or affiliate(s)’ premises during regular
business hours; (5) a conviction or plea of guilty or nolo
contendere to a felony or a crime involving dishonesty; or
(6) a breach or violation of the terms of any agreement to which
Participant and the Bank or affiliate(s) are party.


 


(d)           “Change in Control”
means any one of the following events which may occur after the date the Stock
Incentive is granted:


 


(1)      the acquisition by any person or persons acting in concert of the then
outstanding voting securities of the Bank, if, after the transaction, the
acquiring person (or persons) owns, controls or holds with power to vote forty
percent (40%) or more of any class of voting securities of the Bank;


 


(2)      within any twelve-month period the persons who were directors of the
Bank immediately before the beginning of such twelve-month period (the “Incumbent
Directors”) shall cease to constitute at least a majority of the Board of Directors;
provided that any director who was not a director as of the beginning of such
twelve-month period shall be deemed to be an Incumbent Director if that
director were elected to the Board of Directors by, or on the recommendation of
or with the approval of, at least two-thirds of the directors who then
qualified as Incumbent Directors; and provided further that no director whose
initial assumption of office is in connection with an actual or threatened
election contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Securities Exchange Act of 1934) relating to the election
of directors shall be deemed to be an Incumbent Director;


 





















 


(3)      a reorganization, merger or consolidation, with respect to which persons
who were the stockholders of the Bank immediately prior to such reorganization,
merger or consolidation do not, immediately thereafter, own more than fifty
percent (50%) of the combined voting power entitled to vote in the election of
directors of the reorganized, merged or consolidated company’s then outstanding
voting securities; or


 


(4)      the sale, transfer or assignment of all or substantially all of the
assets of the Bank to any third party.


 


(e)           “Code” means the
Internal Revenue Code of 1986, as amended.


 


(f)            “Committee”
means the committee appointed by the Board of Directors to administer the Plan
pursuant to Plan Section 2.3.


 


(g)           “Disability” has
the same meaning as provided in the long-term disability plan or policy
maintained or, if applicable, most recently maintained, by the Bank or an
affiliate for the Participant.  If no
long-term disability plan or policy was ever maintained on behalf of the
Participant or, if the determination of Disability relates to an Incentive Stock
Option, Disability shall mean that condition described in Code Section
22(e)(3), as amended from time to time. 
In the event of a dispute, the determination of Disability shall be made
by the Board of Directors and shall be supported by advice of a physician
competent in the area to which such Disability relates.


 


(h)           “Disposition”
means any conveyance, sale, transfer, assignment, pledge or hypothecation,
whether outright or as security, inter vivos or testamentary, with or without
consideration, voluntary or involuntary.


 


(i)            “Fair Market Value”
refers to the determination of value of a share of Stock.  If the Stock is actively traded on any
national securities exchange or any Nasdaq quotation or market system, Fair
Market Value shall mean the closing price at which sales of Stock shall have been
sold on the most recent trading date immediately prior to the date of
determination, as reported by any such exchange or system selected by the
Committee on which the shares of Stock are then traded.  If the shares of Stock are not actively
traded on any such exchange or system, Fair Market Value shall mean the
arithmetic mean of the bid and asked prices for the shares of Stock on the most
recent trading date within a reasonable period prior to the determination date
as reported by such exchange or system. 
If there are no bid and asked prices within a reasonable period or if
the shares of Stock are not traded on any exchange or system as of the
determination date, Fair Market Value shall mean the fair market value of a
share of Stock as determined by the Committee taking into account such facts
and circumstances deemed to be material by the Committee to the value of the
Stock in the hands of the Participant; provided that, for purposes of granting
awards other than Incentive Stock Options, Fair Market Value of a share of
Stock may be determined by the Committee by reference to the average market
value determined over a period certain or as of specified dates, to a tender
offer price for the shares of Stock (if settlement of an award is triggered by
such an event) or to any other reasonable measure of fair market value and
provided further that, for purposes of granting Incentive Stock Options, Fair
Market Value of a share of Stock shall be determined in


 


2





















 


accordance with the valuation
principles described in the regulations promulgated under Code Section 422.


 


(j)            “Incentive Stock
Option” means an incentive stock option, as defined in Code
Section 422, described in Plan Section 3.2.


 


(k)           “Non-Qualified Stock
Option” means a stock option, other than an option qualifying as an
Incentive Stock Option, described in Plan Section 3.2.


 


(l)            “Option” means
a Non-Qualified Stock Option or an Incentive Stock Option.


 


(m)          “Over 10% Owner”
means an individual who at the time an Incentive Stock Option is granted owns
Stock possessing more than 10% of the total combined voting power of the Bank
or one of its Parents or Subsidiaries, determined by applying the attribution
rules of Code Section 424(d).


 


(n)           “Parent” means any
corporation (other than the Bank) in an unbroken chain of corporations ending
with the Bank if, with respect to Incentive Stock Options, at the time of
granting of the Incentive Stock Option, each of the corporations other than the
Bank owns stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in the
chain.


 


(o)           “Participant”
means an individual who receives a Stock Incentive hereunder.


 


(p)           “Plan” means the
First Bank of Henry County 2000 Stock Incentive Plan.


 


(q)           “Stock” means
the Bank’s common stock, $5.00 par value per share.


 


(r)            “Stock Incentive
Agreement” means an agreement between the Bank and a Participant or other
documentation evidencing an award of a Stock Incentive.


 


(s)           “Stock Incentives”
means, collectively, Incentive Stock Options and Non-Qualified Stock Options.


 


(t)            “Subsidiary”
means any corporation (other than the Bank) in an unbroken chain of
corporations beginning with the Bank if, with respect to Incentive Stock
Options, at the time of the granting of the Incentive Stock Option, each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of
all classes of stock in one of the other corporations in the chain.


 


(u)           “Termination of
Service” means the termination of the service relationship, whether
employment or otherwise, between a Participant and the Bank and any affiliates,
regardless of the fact that severance or similar payments are made to the
Participant for any reason, including, but not by way of limitation, a
termination by resignation, discharge, 


 


3





















 


death, Disability or
retirement.  The Committee shall, in its
absolute discretion, determine the effect of all matters and questions relating
to a Termination of Service, including, but not by way of limitation, the
question of whether a leave of absence constitutes a Termination of Service, or
whether a Termination of Service is for Cause.


 


SECTION 2  THE STOCK INCENTIVE PLAN


 


2.1           Purpose
of the Plan.  The Plan is intended to (a) provide incentives to
officers, employees, directors and organizers of the Bank and its affiliates to
stimulate their efforts toward the continued success of the Bank and to operate
and manage the business in a manner that will provide for the long-term growth
and profitability of the Bank; (b) encourage stock ownership by officers,
employees, directors and organizers by providing them with a means to acquire a
proprietary interest in the Bank by acquiring shares of Stock; and (c) provide
a means of obtaining and rewarding key personnel.


 


2.2           Stock
Subject to the Plan.  Subject to adjustment in accordance with
Section 5.2,   100,000 shares of
Stock (the “Maximum Plan Shares”) are hereby reserved exclusively for issuance
pursuant to Stock Incentives.  At such
time as the Bank becomes subject to Section 16 of the Exchange Act, at no time
shall the Bank have outstanding Stock Incentives subject to Section 16 of the
Exchange Act and shares of Stock issued in respect of Stock Incentives in
excess of the Maximum Plan Shares.  The
shares of Stock attributable to the nonvested, unpaid, unexercised, unconverted
or otherwise unsettled portion of any Stock Incentive that is forfeited or
cancelled or expires or terminates for any reason without becoming vested,
paid, exercised, converted or otherwise settled in full will again be available
for purposes of the Plan.


 


2.3           Administration
of the Plan.  The Plan shall be administered by the Committee. 
The members of the Committee shall consist solely of at least two members of
the Board of Directors.  During those
periods that the Bank is subject to the provisions of Section 16 of the
Securities Exchange Act of 1934, the Board of Directors shall consider the
advisability of whether each Committee member shall qualify as an “outside
director” as defined in Treasury Regulations §1.162-27(e) as promulgated by the
Internal Revenue Service and a “non-employee director” as defined in Rule
16b-3(b)(3) as promulgated under the Exchange Act.  The Committee shall have full authority in
its discretion to determine the officers, employees, directors and organizers
of the Bank or its affiliates to whom Stock Incentives shall be granted and the
terms and provisions of Stock Incentives subject to the Plan.  Subject to the provisions of the Plan, the
Committee shall have full and conclusive authority to interpret the Plan; to
prescribe, amend and rescind rules and regulations relating to the Plan; to
determine the terms and provisions of the respective Stock Incentive Agreements
and to make all other determinations necessary or advisable for the proper
administration of the Plan.  The Committee’s determinations under the Plan
need not be uniform and may be made by it selectively among persons who
receive, or are eligible to receive, awards under the Plan (whether or not such
persons are similarly situated).  The Committee’s decisions shall be final
and binding on all Participants.  Each
member of the Committee shall serve at the discretion of the Board of Directors
and the Board of Directors may from time to time remove members from or add
members to the Committee.  Vacancies on
the Committee shall be filled by the Board of Directors.


 


4





















 


The Committee
shall select one of its members as chairman and shall hold meetings at the
times and in the places as it may deem advisable.  Acts approved by a majority of the Committee
in a meeting at which a quorum is present, or acts reduced to or approved in
writing by a majority of the members of the Committee, shall be the valid acts
of the Committee.


 


2.4           Eligibility
and Limits.  Stock Incentives may be granted only to officers, employees,
directors and organizers of the Bank or any affiliate; provided, however, that
an Incentive Stock Option may only be granted to an employee of the Bank or any
Subsidiary.  In the case of Incentive Stock Options, the aggregate Fair
Market Value (determined as of the date an Incentive Stock Option is granted)
of stock with respect to which stock options intended to meet the requirements
of Code Section 422 become exercisable for the first time by an individual
during any calendar year under all plans of the Bank and its Parents and
Subsidiaries shall not exceed $100,000; provided further, that if the
limitation is exceeded, the Incentive Stock Option(s) which cause the
limitation to be exceeded shall be treated as Non-Qualified Stock Option(s).  To the extent required under Code Section
162(m) of the Code and the regulations thereunder for compensation to be
treated as qualified performance based compensation, the maximum number of
shares of Stock with respect to which Options may be granted during any calendar
year to any individual may not exceed 50,000, subject to adjustment in
accordance with Section 5.2.  In applying
this limitation, if an Option, or any portion thereof, granted to an employee
is cancelled or repriced for any reason, then the shares of Stock attributable
to such cancellation or repricing either shall continue to be counted as an
outstanding grant or shall be counted as a new grant, as the case may be,
against the affected employee’s 50,000 limit for the appropriate calendar year.


 


SECTION 3  TERMS OF STOCK INCENTIVES


 


3.1           General
Terms and Conditions.


 


(a)           The
number of shares of Stock as to which a Stock Incentive shall be granted shall
be determined by the Committee in its sole discretion, subject to the
provisions of Section 2.2, as to the total number of shares available for
grants under the Plan.  If a Stock
Incentive Agreement so provides, a Participant may be granted a new Option to
purchase a number of shares of Stock equal to the number of previously owned
shares of Stock tendered in payment of the Exercise Price (as defined below)
for each share of Stock purchased pursuant to the terms of the Stock Incentive
Agreement.


 


(b)           Each
Stock Incentive shall be evidenced by a Stock Incentive Agreement in such form
and containing such terms, conditions and restrictions as the Committee may
determine is appropriate.  Each Stock
Incentive Agreement shall be subject to the terms of the Plan and any provision
in a Stock Incentive Agreement  that is
inconsistent with the Plan shall be null and void.


 


(c)           The
date a Stock Incentive is granted shall be the date on which the Committee has
approved the terms of, and satisfaction of any conditions applicable to, the
grant of the Stock Incentive and has determined the recipient of the Stock
Incentive and the number of 


 


5





















 


shares covered by the Stock
Incentive and has taken all such other action necessary to complete the grant
of the Stock Incentive.


 


(d)           The
Committee may provide in any Stock Incentive Agreement (or subsequent to the
award of a Stock Incentive but prior to its expiration or cancellation, as the
case may be) that, in the event of a Change in Control, the Stock Incentive
shall or may be cashed out on the basis of any price not greater than the
highest price paid for a share of Stock in any transaction reported by any
market or system selected by the Committee on which the shares of Stock are
then actively traded during a specified period immediately preceding or
including the date of the Change in Control or offered for a share of Stock in
any tender offer occurring during a specified period immediately preceding or
including the date the tender offer commences; provided that, in no case shall
any such specified period exceed three (3) months (the “Change in Control Price”).  For purposes of this Subsection, any Option
shall be cashed out on the basis of the excess, if any, of the Change in
Control Price over the Exercise Price to the extent the Option is then
exercisable in accordance with the terms of the Option and the Plan.


 


(e)           Any
Stock Incentive may be granted in connection with all or any portion of a
previously or contemporaneously granted Stock Incentive.  Exercise or vesting of a Stock Incentive
granted in connection with another Stock Incentive may result in a pro rata
surrender or cancellation of any related Stock Incentive, as specified in the
applicable Stock Incentive Agreement.


 


(f)            Stock
Incentives shall not be transferable or assignable except by will or by the
laws of descent and distribution and shall be exercisable, during the
Participant’s lifetime, only by the Participant; in the event of the Disability
of the Participant, by the legal representative of the Participant; or in the
event of the death of the Participant, by the personal representative of the
Participant’s estate or if no personal representative has been appointed, by
the successor in interest determined under the Participant’s will.


 


3.2           Terms
and Conditions of Options.   Each Option granted under the Plan shall
be evidenced by a Stock Incentive Agreement. 
At the time any Option is granted, the Committee shall determine whether
the Option is to be an Incentive Stock Option or a Non-Qualified Stock
Option, and the Option shall be clearly identified as to its status as an
Incentive Stock Option or a Non-Qualified Stock Option.  At the time
any Incentive Stock Option is exercised, the Bank shall be entitled to place a
legend on the certificates representing the shares of Stock purchased pursuant
to the Option to clearly identify them as shares of Stock purchased upon
exercise of an Incentive Stock Option. 
An Incentive Stock Option may only be granted within ten (10) years from
the earlier of the date the Plan is adopted by the Board of Directors or
approved by the Bank’s stockholders.  All
Options shall provide that the primary Federal regulator of the Bank may
require a Participant to exercise an Option in whole or in part if the capital
of the Bank falls below minimum requirements and shall further provide that, if
the Participant fails to so exercise any such portion of the Option, that
portion of the Option shall be forfeited.


 


(a)           Option
Price .   Subject to adjustment
in accordance with Section 5.2 and the other provisions of this
Section 3.2, the exercise price (the “Exercise Price”) per share of Stock
purchasable under any Option shall be as set forth in the applicable Stock
Incentive 


 


6





















 


Agreement.  With respect
to each grant of an Incentive Stock Option to a Participant who is not an Over
10% Owner, the Exercise Price per share shall not be less than the Fair Market
Value on the date the Option is granted. 
With respect to each grant of an Incentive Stock Option to a Participant
who is an Over 10% Owner, the Exercise Price shall not be less than 110% of the
Fair Market Value on the date the Option is granted.  With respect to each grant of a Non-Qualified
Stock Option, the Exercise Price per share shall be no less than the Fair
Market Value.


 


(b)           Option
Term .  The term of an Option shall be as specified in the applicable
Stock Incentive Agreement; provided, however that any Option granted to a
Participant shall not be exercisable after the expiration of ten (10) years
after the date the Option is granted and any Incentive Stock Option granted to
an Over 10% Owner shall not be exercisable after the expiration of five (5)
years after the date the Option is granted.


 


(c)           Payment.
  Payment for all shares of Stock purchased pursuant to the exercise of an
Option shall be made in any form or manner authorized by the Committee in the
Stock Incentive Agreement or by amendment thereto, including, but not limited
to, cash or, if the Stock Incentive Agreement provides, (1) by delivery to
the Bank of a number of shares of Stock which have been owned by the holder for
at least six (6) months prior to the date of exercise having an aggregate Fair
Market Value of not less than the product of the Exercise Price multiplied by
the number of shares the Participant intends to purchase upon exercise of the
Option on the date of delivery; (2) in a cashless exercise through a
broker; or (3) by having a number of shares of Stock withheld, the Fair
Market Value of which as of the date of exercise is sufficient to satisfy the
Exercise Price.   In its discretion, the
Committee also may authorize (at the time an Option is granted or thereafter)
Bank financing to assist the Participant as to payment of the Exercise Price on
such terms as may be offered by the Committee in its discretion.  Payment shall be made at the time that the
Option or any part thereof is exercised, and no shares shall be issued or
delivered upon exercise of an Option until full payment has been made by the
Participant.  The holder of an Option, as such, shall have none of the
rights of a stockholder.


 


(d)           Conditions
to the Exercise of an Option.  Each Option granted under the Plan
shall be exercisable by whom, at such time or times, or upon the occurrence of
such event or events, and in such amounts, as the Committee shall specify in
the Stock Incentive Agreement; provided, however, that subsequent to the grant
of an Option, the Committee, at any time before complete termination of such
Option, may accelerate the time or times at which such Option may be exercised
in whole or in part, including, without limitation, upon a Change in Control
and may permit the Participant or any other designated person to exercise the
Option, or any portion thereof, for all or part of the remaining Option term
notwithstanding any provision of the Stock Incentive Agreement to the
contrary.  Notwithstanding the foregoing,
no Option granted prior to the third anniversary of the date the Bank opens for
business shall contain provisions which allow the Option to become vested and
exercisable at a rate faster than in equal, annual one-third increments
commencing with the first anniversary of the date the Bank opens for business.


 


(e)           Termination
of Incentive Stock Option Status.  With respect to an Incentive Stock
Option, in the event of the termination of employment of a Participant, the
Option or portion thereof held by the Participant which is unexercised shall
expire, terminate and become unexercisable no later than three (3) months after
the date of termination of employment; 


 


7





















 


provided, however, that in the
case of a holder whose termination of employment is due to death or Disability,
up to one (1) year may be substituted for such three (3) month period.  For purposes of this Subsection (e), termination
of employment of the Participant shall not be deemed to have occurred if the
Participant is employed by another corporation (or a parent or subsidiary
corporation of such other corporation) which has assumed the Incentive Stock
Option of the Participant in a transaction to which Code Section 424(a) is
applicable.


 


(f)            Special
Provisions for Certain Substitute Options.  Notwithstanding anything
to the contrary in this Section 3.2, any Option issued in substitution for
an option previously issued by another entity, which substitution occurs in
connection with a transaction to which Code Section 424(a) is applicable,
may provide for an exercise price computed in accordance with such Code Section
and the regulations thereunder and may contain such other terms and conditions
as the Committee may prescribe to cause such substitute Option to contain as
nearly as possible the same terms and conditions (including the applicable
vesting and termination provisions) as those contained in the previously issued
option being replaced thereby.


 


3.3           Treatment
of Awards Upon Termination of Service. 
Except as otherwise provided by Plan Section 3.2(e), any award under
this Plan to a Participant who suffers a Termination of Service may be
cancelled, accelerated, paid or continued, as provided in the Stock Incentive
Agreement or, in the absence of such provision, as the Committee may
determine.  The portion of any award
exercisable in the event of continuation or the amount of any payment due under
a continued award may be adjusted by the Committee to reflect the Participant’s
period of service from the date of grant through the date of the Participant’s
Termination of Service or such other factors as the Committee determines are
relevant to its decision to continue the award.


 


SECTION 4  RESTRICTIONS ON STOCK


 


4.1           Escrow
of Shares.  Any certificates
representing the shares of Stock issued under the Plan shall be issued in the
Participant’s name, but, if the Stock Incentive Agreement so provides, the
shares of Stock shall be held by a custodian designated by the Committee (the “Custodian”).  Each applicable Stock Incentive Agreement
providing for transfer of shares of Stock to the Custodian shall appoint the
Custodian as the attorney-in-fact for the Participant for the term specified in
the applicable Stock Incentive Agreement, with full power and authority in the
Participant’s name, place and stead to transfer, assign and convey to the Bank
any shares of Stock held by the Custodian for such Participant, if the
Participant forfeits the shares under the terms of the applicable Stock
Incentive Agreement.  During the period that the Custodian holds the
shares subject to this Section, the Participant shall be entitled to all
rights, except as provided in the applicable Stock Incentive Agreement,
applicable to shares of Stock not so held. 
Any dividends declared on shares of Stock held by the Custodian shall,
as the Committee may provide in the applicable Stock Incentive Agreement, be
paid directly to the Participant or, in the alternative, be retained by the
Custodian until the expiration of the term specified in the applicable Stock
Incentive Agreement and shall then be delivered, together with any proceeds,
with the shares of Stock to the Participant or to the Bank, as applicable.


 


8





















 


4.2           Restrictions
on Transfer.  The Participant shall
not have the right to make or permit to exist any Disposition of the shares of
Stock issued pursuant to the Plan except as provided in the Plan or the
applicable Stock Incentive Agreement. 
Any Disposition of the shares of Stock issued under the Plan by the
Participant not made in accordance with the Plan or the applicable Stock
Incentive Agreement shall be void.  The
Bank shall not recognize, or have the duty to recognize, any Disposition not
made in accordance with the Plan and the applicable Stock Incentive Agreement,
and the shares so transferred shall continue to be bound by the Plan and the
applicable Stock Incentive Agreement.


 


SECTION 5  GENERAL PROVISIONS


 


5.1           Withholding. 
The Bank shall deduct from all cash distributions under the Plan any taxes
required to be withheld by federal, state or local government.  Whenever the Bank proposes or is required to
issue or transfer shares of Stock under the Plan, the Bank shall have the right
to require the recipient to remit to the Bank an amount sufficient to satisfy
any federal, state and local withholding tax requirements prior to the delivery
of any certificate or certificates for such shares.  A Participant may pay the withholding tax in
cash, by tendering shares of Stock which have been owned by the holder for at
least six (6) months prior to the date of exercise or, if the applicable Stock
Incentive Agreement provides, a Participant may elect to have the number of
shares of Stock he is to receive reduced by the smallest number of whole shares
of Stock which, when multiplied by the Fair Market Value of the shares of Stock
determined as of the Tax Date (defined below), is sufficient to satisfy federal,
state and local, if any, withholding taxes arising from exercise or payment of
a Stock Incentive (a “Withholding Election”). 
A Participant may make a Withholding Election only if both of the
following conditions are met:


 


(a)           The
Withholding Election must be made on or prior to the date on which the amount
of tax required to be withheld is determined (the “Tax Date”) by executing and
delivering to the Bank a properly completed notice of Withholding Election as
prescribed by the Committee; and


 


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


 


5.2           Changes
in Capitalization; Merger; Liquidation.


 


(a)            The
number of shares of Stock reserved for the grant of Options, the maximum number
of shares of Stock for which Options may be granted to any individual during
any calendar year, the number of shares of Stock reserved for issuance upon the
exercise of each outstanding Option, and the Exercise Price of each outstanding
Option shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Stock resulting from a subdivision or combination of
shares or the payment of an ordinary stock dividend in shares of Stock to holders
of outstanding shares of Stock or any other increase or decrease in the number
of shares of Stock outstanding effected without receipt of consideration by the
Bank.


 


(b)           In
the event of any merger, consolidation, extraordinary dividend (including a spin-off),
reorganization or other change in the corporate structure of the Bank or its 


 


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Stock or tender offer for
shares of Stock, the Committee, in its sole discretion, may make such
adjustments with respect to awards and take such other action as it deems
necessary or appropriate to reflect or in anticipation of such merger,
consolidation, extraordinary dividend (including a spin-off), reorganization,
other change in corporate structure or tender offer, including, without
limitation, the assumption of other awards, the substitution of new awards, the
termination or adjustment of outstanding awards (with or without the payment of
any consideration), the acceleration of awards or the removal of restrictions on
outstanding awards, all as may be provided in the applicable Stock Incentive
Agreement or, if not expressly addressed therein, as the Committee subsequently
may determine in the event of any such merger, consolidation, extraordinary
dividend (including a spin-off), reorganization or other change in the
corporate structure of the Bank or its Stock or tender offer for shares of
Stock.  The Committee’s general authority
under this Section 5.2 is limited by and subject to all other express
provisions of the Plan.  Any adjustment
pursuant to this Section 5.2 may provide, in the Committee’s discretion,
for the elimination without payment therefor of any fractional shares that
might otherwise become subject to any Stock Incentive.


 


(c)           The
existence of the Plan and the Stock Incentives granted pursuant to the Plan
shall not affect in any way the right or power of the 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 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.


 


5.3           Cash
Awards.  The Committee may, at any time and in its discretion, grant
to any holder of a Stock Incentive the right to receive, at such times and in
such amounts as determined by the Committee in its discretion, a cash amount
which is intended to reimburse such person for all or a portion of the federal,
state and local income taxes imposed upon such person as a consequence of the
receipt of the Stock Incentive or the exercise of rights thereunder.


 


5.4           Compliance
with Code.  All Incentive Stock Options to be granted hereunder are
intended to comply with Code Section 422, and all provisions of the Plan
and all Incentive Stock Options granted hereunder shall be construed in such
manner as to effectuate that intent.


 


5.5           Right
to Terminate Service.  Nothing in the Plan or in any Stock Incentive
Agreement shall confer upon any Participant the right to continue as an
officer, employee, director or organizer of the Bank or affect the right of the
Bank to terminate the Participant’s service at any time.


 


5.6           Restrictions
on Delivery and Sale of Shares; Legends.  Each Stock Incentive is
subject to the condition that if at any time the Committee, in its discretion,
shall determine that the listing, registration or qualification of the shares
covered by such Stock Incentive upon any securities exchange or under any state
or federal law is necessary or desirable as a condition of or in connection
with the granting of such Stock Incentive or the purchase or delivery of shares
thereunder, the delivery of any or all shares pursuant to such Stock Incentive
may be withheld unless and until such listing, registration or qualification
shall have been effected.  If a 


 


10





















 


registration statement is not
in effect under the Securities Act of 1933 or any applicable state securities
laws with respect to the shares of Stock purchasable or otherwise deliverable
under Stock Incentives then outstanding, the Committee may require, as a
condition of exercise of any Option or as a condition to any other delivery of
Stock pursuant to a Stock Incentive, that the Participant or other recipient of
a Stock Incentive represent, in writing, that the shares received pursuant to
the Stock Incentive are being acquired for investment and not with a view to
distribution and agree that the shares will not be disposed of except pursuant
to an effective registration statement, unless the 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 laws.  The
Bank may include on certificates representing shares delivered pursuant to a
Stock Incentive such legends referring to the foregoing representations or restrictions
or any other applicable restrictions on resale as the Bank, in its discretion,
shall deem appropriate.


 


5.7           Non-alienation
of Benefits.  Other than as
specifically provided with regard to the death of a Participant, no benefit
under the Plan shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance or charge; and any attempt to
do so shall be void.  No such benefit
shall, prior to receipt by the Participant, be in any manner liable for or
subject to the debts, contracts, liabilities, engagements or torts of the
Participant.


 


5.8           Termination
and Amendment of the Plan.  The Board
of Directors at any time may amend or terminate the Plan without stockholder
approval; provided, however, that the Board of Directors may condition any
amendment on the approval of stockholders of the Bank if such approval is
necessary or advisable with respect to tax, securities or other applicable
laws.  No such termination or amendment
without the consent of the holder of a Stock Incentive shall adversely affect
the rights of the Participant under such Stock Incentive.


 


5.9           Stockholder
Approval.   The Plan must be
submitted to the stockholders of the Bank for their approval within twelve (12)
months before or after the adoption of the Plan by the Board of Directors.  If such approval is not obtained, any Stock
Incentive granted hereunder will be void.


 


5.10         Choice
of Law.  The laws of the State of Georgia shall govern the Plan, to
the extent not preempted by federal law.


 


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IN WITNESS
WHEREOF, the Bank has caused this Plan to be executed as of this      
day of                                 ,
2000.


 


 


	
   

  	
  FIRST BANK OF HENRY COUNTY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  
	
   

  	
   

  
	
  [SEAL]

  	
   

  
						



 


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