The Peachtree Bank 1998 Stock Option Plan



 Exhibit 10.43 
 THE PEACHTREE BANK 
 1998 STOCK OPTION PLAN 
  

	1.	PURPOSE. 

 The Peachtree Bank (“Bank”)
1998 Stock Option Plan is intended to encourage stock ownership by officers and other key employees of the Bank, its Subsidiaries and its Affiliates, to provide them with a proprietary interest or to increase their proprietary interest in the
Bank’s success and/or encourage them to remain in the employ of the Bank or its Parent, Subsidiaries or Affiliates. 
  

	2.	DEFINITIONS. 

 Where the following words appear in
the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates a contrary meaning: 
  

	 	A.	Affiliate - Any corporation or other business organization in which the Parent owns, directly or indirectly, 25% or more of the voting stock or capital at the time of the
granting of the Option. 

  

	 	B.	Bank - The Peachtree Bank, a Georgia bank. 

  

	 	C.	Board of Directors - The Board of Directors of the Bank. 

  

	 	D.	Code - The Internal Revenue Code of 1986, as amended, including amendments hereafter adopted. 

  

	 	E.	Committee - The Compensation Committee of the Board of Directors or any successor Committee appointed by the Board of Directors. In the absence of the appointment of the
Committee, the Board of Directors of the Bank shall exercise all of the powers of the Committee under the Plan. 

  

	 	F.	Employee - Employee shall mean any officer or other key employee (including an officer or other key employee who is also a director) employed on a full-time basis by the Bank
or any present or future Parent or Subsidiary or Affiliate. 

  

	 	G.	Incentive Stock Option or ISO - An option granted under the Plan which constitutes an incentive stock option within the meaning of Section 422 of the Code.


  

	 	H.	Non-Qualified Stock Option or NQSO - An option granted under the Plan which does not qualify as an ISO. 

  

	 	I.	Option - An option granted under the Plan which may be either an ISO or a Non-Qualified Stock Option. 











	 	J.	Option Agreement - The document setting forth the terms and conditions of each Option. 

  

	 	K.	Optionee - The holder of an Option. 

  

	 	L.	Parent - Parent shall mean any present or future corporation as defined in Subsections 424(e) and (g) of the Code. 

  

	 	M.	Plan - The Peachtree Bank 1998 Stock Option Plan, as the same may be amended from time to time in accordance with the terms hereof. 

  

	 	N.	Shares - The shares of common stock of the Bank, $5.00 par value, subject to adjustment and substitution as provided in Paragraph 5 of the Plan. 

  

	 	O.	Subsidiary - Any present or future subsidiary of the Bank as defined in Subsections 424(f) and (g) of the Code. 

  

	3.	ADMINISTRATION. 

 A. The Committee shall have full
and complete authority in its sole discretion, but subject to the express provisions of the Plan: to grant Options; to determine the option price of the Shares covered by each Option; to determine the Employees of the Bank, its Parent, Subsidiaries
and Affiliates to whom, and the time or times at which, Options shall be granted; to determine the number of Shares to be covered by each Option; to interpret the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan; to
determine the terms and provisions of each option grant and Option Agreement (which terms need not be identical); to determine the vesting schedule of each Option (including the acceleration thereof); to cancel and amend Options (with the consent of
the holder of the Option where required); to impose such conditions on the grant of Options as it determines to be appropriate, including the surrender of outstanding stock options issued under the Plan or any other stock option plan, regardless of
the option price; and to make all other determinations and rules and take such other action deemed necessary or advisable for the administration of the Plan. In addition, the Committee may extend the duration of any NQSO for a period not to exceed
one year subject to the provisions of Paragraph 6.B hereof without changing the option price upon such terms as the Committee may deem advisable. 
 Each determination, interpretation, rule or other action made or taken pursuant to the Plan by the Committee shall be final and conclusive for all purposes and binding upon all persons, including, but without limitation thereto, the Bank,
its Parent, Subsidiaries and Affiliates, the Board of Directors, the Committee, Employees of the Bank, its Parent, Subsidiaries and Affiliates and Optionees and their respective successors in the interest. 
 B. The Committee shall consist of not less than two (2) directors who are not employees of the Bank, its Parent, Subsidiaries or Affiliates. The
Board of Directors may designate one (1) of the members of the Committee as its chairperson and the Committee shall hold its meetings at such times and places as it shall deem advisable. A majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its members present at a meeting at which a quorum was present. Any decision or determination 

  

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reduced to writing and signed by all the members of the Committee shall be effective as if it had been made by a vote at a meeting duly called and held. The
Committee shall keep minutes of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable. 
 C. No member of the Committee shall be liable for any action or determination made in good faith with respect to the administration of the Plan and the granting of Options thereunder. 
  

	4.	ELIGIBILITY AND LIMITATIONS. 

 Options may be
granted only to Employees of the Bank, any Subsidiary, Parent or Affiliate of the Bank. Persons who are not Employees of the Bank, a Subsidiary, Affiliate or Parent of the Bank will not be eligible to receive an ISO. In determining the number of
shares to be covered by each Option, subject to Paragraph 5 hereof, and persons to whom Options shall be granted, the Committee shall take into account such factors as it shall deem relevant in connection with accomplishing the purpose of the Plan
as set forth in Paragraph 1 hereof. Any person who has been granted an Option may be granted an additional Option or Options if the Committee shall so determine. No ISO shall be granted to an individual who, at the time the ISO is granted, owns
(within the meaning of Subsection 422(b)(6) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Bank or any Parent or Subsidiary of the Bank, unless, at the time the ISO is granted, the
option price is at least 110 percent (110%) of the fair market value of the Shares subject to the ISO, and the ISO by its terms is not exercisable after the expiration of five (5) years from the date the ISO is granted. 
 An ISO granted to an Optionee in excess of the limitations set forth in Subsection 422(d) of the Code for any calendar year shall be deemed to be a
Non-Qualified Stock Option. 
 Each Option must be granted prior to October 5, 2008. 
  

	5.	AVAILABLE SHARES AND STOCK ADJUSTMENTS. 

 A. The
total number of Shares that may be issued pursuant to Options granted under the Plan shall not exceed 100,000 Shares of Common Stock, subject to adjustment as set forth hereinafter. Shares subject to the Plan may be either authorized but unissued
Shares or Shares that were once issued and subsequently reacquired by the Bank. If any Option is surrendered before exercise or lapses without exercise or for any other reason ceases to be exercisable, the Shares reserved therefor shall continue to
be available under the Plan. The Bank will reserve and keep available a sufficient number of authorized but unissued Shares and/or treasury Shares to be issued upon the exercise of the Options. 
 B. In the event of a capital adjustment resulting from a stock dividend, stock split, reverse stock split, or a reclassification of the Shares or other
similar action by the Bank, the number of shares of stock subject to this Plan and the number of shares under any Option granted hereunder shall be adjusted consistent with such capital adjustment. The price of any Share under Option shall be
adjusted so that there will be no change in the aggregate purchase price payable upon the exercise of any such Option. The granting of an Option pursuant to this Plan 

  

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shall not affect, in any way, the right or power of the Bank to make changes of its capital or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or assets. 
 C. In the event of any merger or consolidation or other
reorganization in which the Bank shall be the surviving entity and its shareholders retain all of the Shares held immediately prior to such event and receive no securities or other property, there shall be no change in the securities or the number
of Shares that the holder of the Option will be entitled to receive upon the exercise of the Option or the option price, except as set forth in this Paragraph 5. 
 D. In the event of any merger or consolidation or other reorganization in which the Bank shall be surviving entity and its shareholders have a right to receive securities for or other property in addition to the
outstanding Shares held, each holder of an outstanding Option shall be entitled to receive, upon the exercise of the Option, in lieu of the number of Shares as to which such holder of the Option would otherwise have been entitled to receive upon the
exercise of the Option immediately prior to such merger or consolidation or other reorganization, the number and class of shares and other securities and other property to which such holder of the Option would have been entitled to receive (or
retain) pursuant to the terms of the merger or consolidation or other reorganization if, at the time of such merger or consolidation or other reorganization, such holder of the Option had been the holder of record of a number of Shares equal to the
number of Shares to which such Option is then being so exercised. Comparable rights shall accrue to each holder of an Option in the event of successive mergers or consolidations or other reorganizations. 
 E. In the event of any merger or consolidation or other reorganization in which the Bank is not the surviving corporation and the shareholders of the
Company shall not receive any equity securities of the surviving entity (or its Parent) for their Shares, except as hereinafter set forth, all Options (whether or not vested in whole or in part) which have not been exercised prior to or upon such
event, shall terminate upon such event unless and to the extent the Board of Directors shall have provided for the substitution of other options for, or for the assumption by the surviving corporation provided for the substitution of other options
for, or for the assumption by the surviving corporation (or its Parent) of any unexercised Options then outstanding. Such action by the Board of Directors may be taken with respect to ISOs only to the extent permitted by the Code, including Sections
422 and 424. Except to the extent the Board of Directors shall have provided for the substitution of other options for, or for the assumption by another corporation of, any unexercised Options then outstanding or shall have specifically otherwise
provided as permitted by this Subparagraph E, the Options which have not vested shall not become exercisable upon such event and all outstanding Option shall expire upon such event. 
 F. In the event of any merger or consolidation or other reorganization in which the Bank is not the surviving entity and in which its shareholders shall
receive equity securities (regardless of whether they receive other property) for their Shares, each holder of an outstanding Option shall be entitled to receive, upon the exercise of the Option, in lieu of the number of Shares as to which such
holder of the Option would otherwise have been entitled to receive upon the exercise of the Option immediately prior to such merger or consolidation or other reorganization, the number and class of shares and other securities and other property
which such holder of the Option would have been entitled to receive pursuant to the terms of the 

  

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merger or consolidation or other reorganization if, at the time of such merger or consolidation or other reorganization, such holder of the Option had been
the holder of record of a number of Shares equal to the number of Shares to which such Option is then being so exercised. Comparable rights shall accrue to each holder of an Option in the event of successive mergers or consolidations or
reorganizations. 
 G. Upon the dissolution or liquidation of the Bank, all Options, whether or not vested in whole or in part, which have
not been exercised prior to such event shall terminate such event. 
 H. Any adjustments pursuant to this Paragraph 5 may provide for the
elimination of any fractional interest which might otherwise become subject to an Option, with or without consideration, as determined by the Board of Directors. 
  

	6.	OPTION TERMS. 

 The Options will be granted under
terms and conditions set forth in a written instrument as determined by the Committee from time to time. The Options will include (but no by way of limitation) the following: 
 A. Price and Payment - The purchase price of each Share covered by each Option as determined by the Committee. The purchase price of each Share
covered by an Option shall not be less than the fair market value of a Share at the time of the granting of the Option. The fair market value of a Share shall be determined without regard to any restriction other than restrictions which by their
terms will never lapse. The purchase price of the Shares to which an Option shall be exercised shall be paid in full at the time of the exercise in cash or by check, subject to collection. The Committee may also provide that the purchase price may
be paid in whole or in part by assigning to the Company a number of Shares having a fair market value, determined as of the date the Option is exercised, equal to the amount of the purchase price for the Shares being acquired upon the exercise of
the Option which the Committee permits to be paid by the assigning of Shares to the Company. In such event, the committee may, in its sole discretion, require certain representations and other conditions precedent to the acceptance of the Shares
from the Optionee. 
 B. Duration - The duration of the Options shall be as determined by the Committee, but in no event shall an
Option granted hereunder be exercisable after the earliest of any of the following dates: (i) the expiration of ten (10) years from the date the Option is granted; (ii) one (1) year after the cessation of employment or
engagement, as the case may be, of the holder of the Option with the Bank, or any Subsidiary, Affiliate or Parent of the Bank, except in the event of termination of such employment or engagement, as the case may be, by reason of disability, death or
retirement; (iii) two (2) years after the cessation of such employment or engagement, as the case may be, in the event of termination of employment or engagement, as the case may be, due to death, disability (within the meaning of
Subsection 422(c)(6) of the Code) or retirement. The Committee’s determination as to whether such employment, engagement or election of an Optionee has ceased and the effective date thereof shall be final and conclusive on all persons affected
thereby. Whether military or other government or eleemosynary service or other leave of absence will constitute termination of such employment or engagement shall be determined in each case by the Committee in its sole discretion. 
  

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 C. Non-transferability - ISOs granted under the Plan shall not be transferable otherwise than by
will or the laws of descent and distribution or as otherwise permitted pursuant to Subsection 424(c)(4) of the Code (or any successor provision). ISOs may be exercised during the lifetime of the Optionee only by the Optionee personally or by the
Optionee’s legal representative. 
 D. Exercise of Option - Options granted hereunder shall be exercisable in whole or in part as
determined by the Committee. 
 E. Conditions to Exercise of Options - Shares shall not be issued with respect to any Option granted
under the Plan unless the issuance and delivery of such Shares shall comply with (or be exempt from) all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, any applicable state securities law, and the requirements of any stock exchange or national market system on which the Shares may then be listed. If the issuance or transfer of Shares to be issued or issued pursuant to any Option granted
under the Plan may in the opinion of counsel to the Bank conflict or be inconsistent with or not be permitted under any applicable law or regulation of any governmental agency having jurisdiction, including, without limitation, regulations
promulgated pursuant to federal and state securities laws, the Bank reserves the right to delay the issuance of the Shares upon the exercise of an Option and such delay shall be without liability to or other obligation of the Bank. The Bank shall
have no obligation hereunder to file registration statements or other reports or notices or obtain any license or permit or exemption under any federal or state law with respect to the grant of an Option or the issuance of Shares upon the exercise
of an Option or the transfer of such Shares at any time thereafter. The Board of Directors or Committee may require that the holder of an Option, as a condition to each exercise of the Option in whole or in part, to represent to the Bank in writing
that the Shares to be acquired upon the exercise of the Option are to be acquired by the holder of the Option for investment purposes only, for such person’s own account, and not with a view to distribution and make such other representations
as counsel to the Bank may reasonably request to assure the availability of an exemption from or compliance with the registration, notice, reporting or permitting requirements of applicable federal or state securities laws. The Option may also set
forth such other terms and conditions relating to the non-registration or qualification of the Shares or the issuance of the Shares by the Bank or the transfer of the Shares by the Optionee under the federal and state securities laws, as the Board
of Directors or Committee may prescribe. Such representations and other terms and conditions shall continue in effect as long as counsel to the Bank may reasonably request. 
 F. Disposition of Shares - In the event the disposition of Shares acquired upon the exercise of any Option is not covered by a then current
registration statement under the Securities Act of 1933, as amended, and under applicable state securities laws, the Shares so purchased shall be restricted against transfer to the extent and for as long as required by such laws and regulations
promulgated thereunder or until, and as long as, the Shares are covered by applicable registration statements filed by the Bank in its sole discretion. 
 G. Tax Withholdings - The Bank, in its sole discretion and on terms it shall determine, may withhold, or may grant to an Optionee the right to elect to have withheld, Shares having a fair market value not in
excess of the amount necessary to satisfy the withholding tax 

  

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obligations of the Optionee, in whole or in part, relating to the exercise of the Option. The Optionee shall also pay in cash to the Bank any amount required
under the Code and other applicable statute or regulation to be withheld upon the exercise of an Option. 
  

	7.	EXERCISE. 

 An Option granted hereunder shall be
exercisable in whole or in part only by written notice delivered in person or by mail to the President of the Bank or such other officer designated by the President, at its principal executive office, specifying the number of Shares to be purchased
and accompanied by payment therefor and other consideration in accordance with the Option. The holder of an Option shall not be deemed to be a holder of any Shares subject to any Option and shall not be entitled to the rights of a holder of any
Shares, including the right to vote the Shares and to receive dividends, unless and until such Shares have been issued. 
  

	8.	TERMINATION AND AMENDMENT. 

 The Board of Directors
may at any time terminate the Plan, or make such amendments thereto or modifications thereof as it shall deem advisable, including amendments deemed necessary or desirable to conform any ISO to any change in the Code or regulations thereto;
provided, however, that the Board of Directors may not, without further approval by the shareholders of the Bank, increase the total number of Shares for which Options may be granted under the Plan or change the designation of the class of employees
and other persons eligible to receive Options. No termination, modification or amendment of the Plan shall, without the consent of the Optionee to whom an Option shall theretofore have been Granted, adversely affect the rights of such Optionee under
such Option without the written consent of such Optionee. 
  

	9.	MISCELLANEOUS. 

 A. Applicable Law. The Plan
shall be governed and construed in accordance with the laws of the State of Georgia. 
 B. Employee/Employer Rights. The granting of
Options hereunder shall be entirely discretionary and nothing in the Plan shall be deemed to give any person any right of continued employment, engagement or officership, as the case may be, or give any person any right to receive Options or
additional Options hereunder or interfere in any way with the right of the Bank, its Parents, or Subsidiaries to terminate the Optionee’s employment, engagement or election, as the case may be, for any reason or the right of the Optionee to
terminate his/her employment, engagement, or officership, as the case may be, for any reason. 
 C. ISO Grants. The Plan is intended
to provide in part for the grant of ISOs pursuant to Section 422 of the Code, including amendments thereto hereafter adopted, and the provisions of the Plan as they relate to ISOs and the ISOs granted shall be construed to effectuate such
purpose. If for any reason it is subsequently determined that an Option intended to qualify as an ISO does not so qualify, the Bank, any Parent, Subsidiary or Affiliate shall have no liability to the Optionee and such Options shall be deemed to be
Non-qualified Stock Options. 
  

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	10.	EFFECTIVE DATE. 

 The Plan shall become effective on
the date of its adoption by the Board of Directors subject to the approval of the Plan by the shareholders of the Company within twelve (12) months after the date of its adoption. The date of granting of an Option shall be the date on which the
Committee makes the determination of granting such Option or such later date as designated by the Committee. 
  

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