Prepared by MERRILL CORPORATION




QuickLinks
 -- Click here to rapidly navigate through this document

 
 

EXHIBIT 4.1    
  


Main
Street Banks, Inc. Omnibus Stock Ownership and Long Term Incentive Plan 







 
 
 

MAIN STREET BANKS, INC.
  OMNIBUS STOCK OWNERSHIP AND
  LONG TERM INCENTIVE PLAN    
  


THIS
IS THE OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN ("Plan") of Main Street Banks, Inc., a Georgia corporation with its principal office in Kennesaw, Cobb County, Georgia, under
which Incentive Stock Options and Non-Qualified Options to acquire shares of the Stock, Restricted Stock, Stock Appreciation Rights, and/or Units may be granted from time to time to
Eligible Employees of the Corporation and of any of its Subsidiaries, subject to the following provisions: 


 
 
 

ARTICLE I
  DEFINITIONS    
  


The
following terms shall have the meanings set forth below. Additional terms defined in this Plan shall have the meanings ascribed to them when first used herein. 



Board.  The Board of Directors of Main Street Banks, Inc. 


Change in Control.  "Change in Control" means and includes each of the following: 



	(i)
	The
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the 1934 Act) of 25% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally
in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in
Control: (a) any acquisition by a Person who is on the Effective Date the beneficial owners of 25% or more of the Outstanding Company Voting Securities,
(b) any acquisition directly from the Company, (c) any acquisition by the Company, (d) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company, or (e) any acquisition by any corporation pursuant to a transaction which complies with clauses (a), (b) and (c) of
subsection (iii) of this definition; or



	(ii)
	individuals
who, as of the Effective Date, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the
Company (a "Business Combination"), in each case, unless, following such Business Combination, (a) all or substantially all of the individuals and entities who were the beneficial owners of the
Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Company Voting Securities, and (b) no Person (excluding any corporation resulting from such Business Combination or any
employee benefit plan (or related trust) of the Company or such 






 


corporation
resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of the combined voting power of the then outstanding voting securities of such corporation
except to the extent that such ownership existed prior to the Business Combination, and (c) at least a majority of the members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination. 





Code.  The Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder. 


Committee.  The Compensation Committee of the Board. 


Common Stock.  The Common Stock, no par value per share, of the Corporation. 


Corporation or Company.  Main Street Banks, Inc. 


Death.  The death of an Eligible Employee who has received Rights the date of which shall be established by the relevant death
certificate. 


Disability.  The date on which an Eligible Employee who has received Rights becomes permanently and totally disabled within the meaning
of Section 22 (e) (3) of the Code, which shall be determined by the Committee on the basis of such medical or other evidence as it may reasonably require or deem appropriate. 


Effective Date.  The date as of which this Plan is effective, which shall be the date it is adopted by the Board, but the effectiveness
of the Plan is subject to the subsequent approval of the Corporation's shareholders. Any Rights granted under the Plan prior to shareholder approval are effective when made (unless the Committee
specifies otherwise at the time of grant), but no Rights may be exercised or settled and no restrictions relating to any Rights may lapse before shareholder approval. If the shareholders fail to
approve the Plan, any Rights previously made shall be automatically canceled without any further act. 


Eligible Employees.  Those individuals who meet the following eligibility requirements: 



	(i)
	Such
individual must be a full time employee of the Corporation or a Subsidiary. For this purpose, an individual shall be considered to be an "employee" only if there exists
between the Corporation or a Subsidiary and the individual the legal and bona fide relationship of employer and employee. In determining whether such relationship exists, the regulations of the United
States Treasury Department relating to the determination of such relationship for the purpose of collection of income tax at the source on wages shall be applied.



	(ii)
	Full-time
key employees who are selected by the Committee from time to time and who, in the opinion of the Committee, have contributed in the past or who may be
expected to contribute materially in the future to the successful performance of the Corporation and/or subsidiary.



	(iii)
	If
the Registration shall not have occurred, such individual must have such knowledge and experience in financial and business matters that he or she is capable of evaluating the
merits and risks of the investment involved in the receipt and/or exercise of a Right.



	(iv)
	Such
individual, being otherwise an Eligible Employee under the foregoing items, shall have been selected by the Committee as a person to whom a Right or Rights shall be granted
under the Plan. 



2





 





Fair Market Value.  With respect to the Corporation's Common Stock, the market price per share of such Common Stock determined by the
Committee, consistent with the requirements of Section 422 of the Code and to the extent consistent therewith, as follows, as of the date specified in the context within which such term is
used: 



	(i)
	If
the Common Stock was traded on a stock exchange on the date in question, then the Fair Market Value will be equal to the closing price reported by the applicable
composite-transactions report for such date;



	(ii)
	If
the Common Stock was traded over-the-counter on the date in question and was classified as a national market issue, then the Fair Market Value will be
equal to the last transaction price quoted by the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), National Market System ("NMS");



	(iii)
	If
the Common Stock was traded over-the-counter on the date in question but was not classified as a national market issue, then the Fair Market Value will
be equal to the average of the last reported representative bid and asked prices quoted by the NASDAQ for such date; and 




If
none of the foregoing provisions is applicable, then the Fair Market Value will be determined by the Committee in good faith on such basis as it deems appropriate, subject to the approval of the
Board. In such case, the Committee shall maintain a written record of its method of determining Fair Market Value. 



Holder.  An Eligible Employee to whom Restricted Stock is issued. 


ISO.  An "incentive stock option" as defined in Section 422 of the Code. 


Just Cause Termination.  A termination by the Corporation or a Subsidiary of an Eligible Employee's employment by the Corporation or the
Subsidiary in connection with the good faith determination of the Board or the Board of Directors of the Subsidiary, as applicable, that the Eligible Employee is incompetent or otherwise has engaged
in any acts involving dishonesty or moral turpitude or in any acts
that materially and adversely affect the business, affairs or reputation of the Corporation or the Subsidiary. 


Non-Qualified Option.  Any Option granted under Article III whether designated by the Committee as a
Non-Qualified Option or otherwise, other than an Option designated by the Committee as an ISO, or any Option so designated but which, for any reason, fails to qualify as an ISO pursuant to
Section 422 of the Code and the rules and regulations thereunder. 


Option Agreement.  The agreement between the Corporation and an Optionee with respect to Options granted to such Optionee, including such
terms and provisions as are necessary or appropriate under Article III. 


Optionee.  An Eligible Employee to whom an Option is granted. 


Options.  ISOs and Non-Qualified Options are collectively referred to herein as "Options;" provided, however, whenever
reference is specifically made only to ISOs or Non-Qualified Options, such reference shall be deemed to be made to the exclusion of the other. 


Plan Pool.  A total of Eight Hundred Thousand (800,000) shares of authorized, but unissued, Common Stock, as adjusted pursuant to
Section 2.3(b), which shall be available as Stock under this Plan. 


Registration.  The registration by the Corporation under the 1933 Act and applicable state "Blue Sky" and securities laws of this Plan,
the offering of Rights under this Plan, the offering of Stock under this Plan, and/or the Stock acquirable under this Plan. 


3





 

Restricted Stock.  The Stock which a Holder shall be awarded with restrictions as described in Article IV. 



Restricted Stock Grant Agreement.  The agreement between the Corporation and a Holder with respect to Rights to Restricted Stock,
including such terms and provisions as are necessary or appropriate under Article IV. 


Retirement.  "Retirement" shall mean 



	(i)
	the
termination of an Eligible Employee's employment under conditions which would constitute "normal retirement" or "early retirement" under any tax qualified retirement plan
maintained by the Corporation or a Subsidiary, or



	(ii)
	termination
of employment after attaining age 65 (except in the case of a Just Cause Termination). 




Rights.  The rights to exercise, purchase or receive the Options, Restricted Stock, Units and SARs described herein. 


Rights Agreement.  An Option Agreement, a Restricted Stock Grant Agreement, a Unit Agreement or an SAR Agreement. 


SAR.  The Right of an SAR Recipient to receive cash when, as and in the amounts described in Article VI. 



SAR Agreement.  The agreement between the Corporation and an SAR Recipient with respect to the SAR awarded to the SAR Recipient,
including such terms and conditions as are necessary or appropriate under Article VI. 


SAR Recipient.  An Eligible Employee to whom SARs are granted. 


SEC.  The Securities and Exchange Commission. 


Stock.  The shares of Common Stock in the Plan Pool available for issuance pursuant to the valid exercise of a Right or on which the cash
value of a Right is to be based. 


Subsidiary.  A subsidiary corporation of the Corporation as defined in Section 424(f) of the Code. 


Tax Withholding Liability.  All federal and state income taxes, social security tax, and any other taxes applicable to the compensation
income arising from the transaction required by applicable law to be withheld by the Corporation. 


Transfer.  The sale, assignment, transfer, conveyance, pledge, hypothecation, encumbrance, loan, gift, attachment, levy upon, assignment
for the benefit of creditors, by operation of law (by will or descent and distribution), transfer by a qualified domestic relations order, a property settlement or maintenance agreement, transfer by
result of the bankruptcy laws or otherwise of a share of Stock or of a Right. 


Units.  The Right of a Unit Recipient to receive a combination of cash and Stock when, as and in the amounts described in
Article V. 


Unit Agreement.  The agreement between the Corporation and Unit Recipient with respect to the award of Units to the Unit Recipient,
including such terms and conditions as are necessary or appropriate under Article V. 


Unit Recipient.  An Eligible Employee to whom Units are granted. 


4





 

1933 Act.  The Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder. 



1934 Act.  The Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder. 


 
 
 

ARTICLE II
  GENERAL    
  


Section 2.1.  Purpose.  


The
purposes of this Plan are to encourage and motivate key employees to contribute to the successful performance of the Corporation and its Subsidiaries and the growth of the market value of the
Corporation's Common Stock; to achieve a unity of purpose between such employees and shareholders by providing ownership opportunities, and, when viewed in conjunction with potential benefit plans for
members of the Board and the Boards of Directors of some or all of the Subsidiaries, to achieve a unity of purpose between such employees and directors in the achievement of the Corporation's primary
long term performance objectives; and to retain such employees by rewarding them with potentially tax-advantageous future compensation. These objectives will be promoted through the
granting of Rights to designated Eligible Employees pursuant to the terms of this Plan. 


Section 2.2.  Administration.  



	(a)
	The
Plan shall be administered by the Committee. Subject to the provisions of SEC Rule 16b-3(d), the Committee may designate any officers or employees of the
Corporation or any Subsidiary to assist in the administration of the Plan, to execute documents on behalf of the Committee and to perform such other ministerial duties as may be delegated to them by
the Committee.



	(b)
	Subject
to the provisions of the Plan, the determinations and the interpretation and construction of any provision of the Plan by the Committee shall be final and conclusive upon
persons affected thereby. By way of illustration and not of limitation, the Committee shall have the discretion,



	(i)
	to
construe and interpret the Plan and all Rights granted hereunder and to determine the terms and provisions (and amendments thereof) of the Rights granted under the Plan (which
need not be identical);



	(ii)
	to
define the terms used in the Plan and in the Rights granted hereunder;



	(iii)
	to
prescribe, amend and rescind the rules and regulations relating to the Plan;



	(iv)
	to
determine the Eligible Employees to whom and the time or times at which such Rights shall be granted, the number of shares of Stock, as and when applicable, to be subject to
each Right, the exercise price or, other relevant purchase price or value pertaining to a Right, and the determination of leaves of absence which may be granted to Eligible Employees without
constituting a termination of their employment for the purposes of the Plan; and



	(v)
	to
make all other determinations and interpretations necessary or advisable for the administration of the Plan. 









	(c)
	Notwithstanding
the foregoing, or any other provision of this Plan, the Committee will have no authority to determine any matters, or exercise any discretion, to the extent that the
power to make such determinations or to exercise such discretion would cause the loss of exemption under SEC Rule 16b-3 of any grant or award hereunder. 



5





 



	(d)
	It
shall be in the discretion of the Committee to grant Options to purchase shares of Stock which qualify as ISOs under the Code or which will be given tax treatment as
Non-Qualified Options. Any Options granted which fail to satisfy the requirements for ISOs shall become Non-Qualified Options.



	(e)
	The
intent of the Corporation is to effect the Registration. In such event, the Corporation shall make available to Eligible Employees receiving Rights and/or shares of Stock in
connection therewith all disclosure documents required under such federal and state laws. If such Registration shall not occur, the Committee shall be responsible for supplying the recipient of a
Right and/or shares of Stock in connection therewith with such information about the Corporation as is contemplated by the federal and state securities laws in connection with exemptions from the
registration requirements of such laws, as well as providing the recipient of a Right with the opportunity to ask questions and receive answers concerning the Corporation and the terms and conditions
of the Rights granted under this Plan. In addition, if such Registration shall not occur, the Committee shall be responsible for determining the maximum number of Eligible Employees and the
suitability of particular persons to be Eligible Employees in order to comply with applicable federal and state securities statutes and regulations governing such exemptions.



	(f)
	In
determining the Eligible Employees to whom Rights may be granted and the number of shares of Stock to be covered by each Right, the Committee shall take into account the nature
of the services rendered by such Eligible Employees, their present and potential contributions to the success of the Corporation and/or a



	(g)
	Subsidiary
and such other factors as the Committee shall deem relevant. An Eligible Employee who has been granted a Right under this Plan may be granted an additional Right or
Rights under this Plan if the Committee shall so determine. If pursuant to the terms of this Plan, or otherwise in connection with this Plan, it is necessary that the percentage of stock ownership of
an Eligible Employee be determined, the ownership attribution provisions set forth in Section 424(d) of the Code shall be controlling.



	(h)
	The
granting of Rights pursuant to this Plan is in the exclusive discretion of the Committee, and until the Committee acts, no individual shall have any rights under this Plan. The
terms of this Plan shall be interpreted in accordance with this intent. 




Section 2.3.  Stock Available For Rights.  



	(a)
	Shares
of the Stock shall be subject to, or underlying, grants of Options, Restricted Stock, SARs and Units under this Plan. The total number of shares of Stock for which, or with
respect to which, Rights may be granted (including the number of shares of Stock in respect of which SARs and Units may be granted) under this Plan shall be those designated in the Plan Pool. In the
event that a Right granted under this Plan to any Eligible Employee expires or is terminated unexercised as to any shares of Stock covered thereby, such shares thereafter shall be deemed available in
the Plan Pool for the granting of Rights under this Plan; provided, however, if the expiration or termination date of a Right is beyond the term of existence of this Plan as described in
Section 7.3, then any shares of Stock covered by unexercised or terminated Rights shall not reactivate the existence of this Plan and therefore shall not be available for additional grants of
Rights under this Plan.



	(b)
	In
the event the outstanding shares of Common Stock are increased, decreased, changed into or exchanged for a different number or kind of securities as a result of a stock split,
reverse stock split, stock dividend, recapitalization, merger, share exchange acquisition, combination or reclassification appropriate proportionate adjustments will be made in: (i) the
aggregate number and/or kind of shares of Stock in the Plan Pool that may be issued pursuant to the 



6





 


exercise
of, or that are underlying, Rights granted hereunder; (ii) the exercise or other purchase price or value pertaining to, and the number and/or kind of shares of Stock called for with
respect to, or underlying, each outstanding Right granted hereunder; and (iii) other rights and matters determined on a per share basis under this Plan or any Rights Agreement. Any such
adjustments will be made only by the Committee, subject to approval by the Board, and when so approved will be effective, conclusive and binding for all purposes with respect to this Plan and all
Rights then outstanding. No such adjustments will be required by reason of (i) the issuance or sale by the Corporation for cash of additional shares of its Common Stock or securities
convertible into or exchangeable for shares of its Common Stock, or (ii) the issuance of shares of Common Stock in exchange for shares of the capital stock of any corporation, financial
institution or other organization acquired by the Corporation or any Subsidiary in connection therewith. 



	(c)
	The
grant of a Right pursuant to this Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassification, reorganizations or changes of its
capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.



	(d)
	No
fractional shares of Stock shall be issued under this Plan for any adjustment under Section 2.3(b). 






Section 2.4.  Severable Provisions.  


The
Corporation intends that the provisions of each of Articles III, IV, V and VI, in each case together with Articles I, II and VII, shall each be deemed to be effective on an independent basis, and
that if one or more of such Articles, or the operative provisions thereof, shall be deemed invalid, void or voidable, the remainder of such Articles shall continue in full force and effect. 


 
 
 

ARTICLE III
  OPTIONS    
  


Section 3.1.  Grant of Options.  



	(a)
	The
Company may grant Options to Eligible Employees as provided in this Article III. All Options granted pursuant to this Article III will be evidenced by an Option
Agreement executed by the Eligible Employee optionee and a duly authorized officer of the Company. The aggregate number of shares of Stock potentially acquirable under all Options granted shall not
exceed the total number of shares of Stock remaining in the Plan Pool, less all shares of Stock potentially acquired under, or underlying, all other Rights outstanding under this Plan.



	(b)
	The
Committee shall designate Options at the time a grant is authorized as either ISOs or Non-Qualified Options. In accordance with Section 422 (d) of the
Code, the aggregate Fair Market Value (determined as of the date an ISO is granted) of the shares of Stock as to which an ISO may first become exercisable by an Optionee in a particular calendar year
(pursuant to Article III and all other plans of the Company and/or its Subsidiaries) may not exceed $100,000 (the "$100,000 Limitation"). If an Optionee is granted Options in excess of the
$100,000 Limitation, or if such Options otherwise become exercisable with respect to a number of shares of Stock which would exceed the $100,000 Limitation, such excess Options shall be
Non-Qualified Options. 




Section 3.2.  Exercise Price.  



	(a)
	The
initial exercise price of each Option granted under this Plan (the "Exercise Price") shall be determined by the Committee in its discretion; provided, however, that the Exercise
Price 



7





 


of
an ISO shall not be less than (i) the Fair Market Value of the Common Stock on the date of grant of the Option, in the case of any Eligible Employee who does not own stock possessing more
than ten percent (10%) of the total combined voting power of all classes of the capital stock of the Company (within the meaning of Section 422 (b) (6) of the Code), or (ii) one
hundred ten percent (110%) of such Fair Market Value in the case of any Eligible Employee who owns stock in excess of such amount. 



	(b)
	Subject
to the provisions of Section 3.2(a) (as to the establishment of the Exercise Price of an Option on the date of grant), the Committee may establish that the Exercise
Price of an Option shall be adjusted upward or downward, on a quarterly basis, based upon the market value performance of the Common Stock in comparison with the aggregate market value performance of
one or more indices composed of publicly-traded financial institutions and financial institution holding companies deemed by the Committee to be similar (in terms of asset size, capitalization,
trading volumes and other factors deemed relevant by the Committee) to the Company (an "Index" and the "Indices"); provided, however, that the Exercise Price of an ISO shall not be adjustable if,
under the Code, such adjustable Exercise Price would disqualify the ISO as an ISO. The Committee may utilize Indices published by third parties and/or may construct one or more Indices meeting the
characteristics described above. 




The
Indices utilized will be recalculated quarterly, including in such quarterly recalculation such adjustments for stock splits, reverse stock splits and stock dividends of the companies in the
indices and of the Company as are appropriate. Each such Index shall include no fewer than fifteen (15) publicly-traded financial institutions and financial institution holding companies. If
more than one Index is utilized by the Committee, it may give such weighting to each Index utilized as the Committee may determine in its sole discretion, consistent with the provisions of this
Article III 


Section 3.3.  Terms and Conditions of Options.  



	(a)
	All
Options that the Committee approves for granting to Eligible Employees must be granted within ten (10) years of the Effective Date.



	(b)
	The
Committee may grant ISOs and Non-Qualifed Options, either separately or jointly, to an Eligible Employee.



	(c)
	Each
grant of Options shall be evidenced by an Option Agreement in form and substance satisfactory to the Committee in its discretion, consistent with the provisions of this
Article III.



	(d)
	At
the discretion of the Committee, an Optionee, as a condition to the granting of an Option, must execute and deliver to the Company a confidential information agreement approved
by the Committee.



	(e)
	Nothing
contained in Article III, any Option Agreement or in any other agreement executed in connection with the granting of an Option under this Article III will
confer upon any Optionee any right with respect to the continuation of his or her status as an employee of the Company or any of its Subsidiaries.



	(f)
	Except
as otherwise provided herein, each Option Agreement may specify the period or periods of time within which each Option or portion thereof will first become exercisable (the
"Vesting Period") with respect to the total number of shares of Stock acquirable thereunder. Such Vesting Periods will be fixed by the Committee in its discretion, and may be accelerated or shortened
by the Committee in its discretion.



	(g)
	Not
less than one hundred (100) shares of Stock may be purchased at any one time through the exercise of an Option unless the number purchased is the total number at that
time purchasable under all Options granted to the Optionee. 



8











  




	(h)
	An
Optionee shall have no rights as a shareholder of the Company with respect to any shares of Stock covered by Options granted to the Optionee until payment in full of the Exercise
Price by such Optionee for the shares being purchased. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other
rights for which the record date is prior to the date such Stock is fully paid for, except as provided in Sections 2.3(b) and 3.2(b).



	(i)
	All
shares of Stock obtained pursuant to an Option which qualifies as an ISO shall be held in escrow for a period which ends on the later of (i) two (2) years from
the date of the granting of the ISO or (ii) one (1) year after the issuance of such shares pursuant to the exercise of the ISO. Such shares of Stock shall be held by the Company or its
designee. The Optionee who has exercised the ISO shall have all rights of a shareholder, including, but not limited to, the rights to vote, receive dividends and sell such shares. The sole purpose of
the escrow is to inform the Company of a disqualifying disposition of the shares of Stock acquired within the meaning of Section 422 of the Code, and it shall be administered solely for this
purpose.



	(j)
	Additionally
and notwithstanding any other provisions of this Article III, no shares of Stock obtained pursuant to an Option may be Transferred until at least six
(6) months and one (1) day shall have elapsed since the date such Option was granted. 




Section 3.4.  Exercise of Options.  



	(a)
	An
Optionee must be an Eligible Employee at all times from the date of grant until the exercise of the Options granted, except as provided in Section 3.5(b).



	(b)
	An
Option may be exercised to the extent exercisable (i) by giving written notice of exercise to the Company, specifying the number of full shares of Stock to be purchased
and, if applicable, accompanied by full payment of the Exercise Price thereof and the amount of the Tax Withholding Liability pursuant to Section 3.4(c) below; and (ii) by giving
assurances satisfactory to the Company that the shares of Stock to be purchased upon such exercise are being purchased for investment and not with a view to resale in connection with any distribution
of such shares in violation of the 1933 Act; provided, however, that in the event the prior occurrence of the Registration or in the event resale of such Stock without such Registration would
otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Company, such condition is not required under the 1933 Act or any other applicable law,
regulation or rule of any governmental agency.



	(c)
	As
a condition to the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified Option, the Optionee will pay to the Company in cash, or in such
other form as the Committee may determine in its discretion, the amount of the Company's Tax Withholding Liability required in connection with such exercise.



	(d)
	The
Exercise Price of an Option shall be payable to the Company either (i) in United States dollars, in cash or by check, or money order payable to the order of the Company,
or (ii) at the discretion of the Committee and the Board, through the delivery of shares of the Common Stock owned by the Optionee (including, if the Committee so permits, a portion of the
shares of Common Stock as to which the Option is then being exercised) with a Fair Market Value as of the date of delivery equal to the Exercise Price, or (iii) at the discretion of the
Committee and the Board, by a combination of (i) and (ii) above. No shares of Common Stock shall be delivered until full payment has been made. 




Section 3.5.  Term and Termination of Option.  



	(a)
	The
Committee shall determine, and each Option Agreement shall state, the expiration date or dates of each Option, but such expiration date shall be not later than ten
(10) years after 



9





 


the
date such Option was granted (the "Option Period"). In the event an ISO is granted to a 10% Shareholder, the expiration date or dates of each Option Period shall be not later than five
(5) years after the date such Option is granted. Subject to approval by the Board, the Committee may extend the expiration date or dates of an Option Period of any Non-Qualified
Option after such date was originally set; provided, however such expiration date may not exceed the maximum expiration date described in this Section 3.5(a). 



	(b)
	To
the extent not previously exercised, each Option will terminate upon the expiration of the Option Period specified in the Option Agreement; provided, however, that, subject to
the provisions of Section 3.5(a), each ISO will terminate upon the earlier of: (i) immediately as of the date that the Optionee ceases to be an Eligible Employee by reason of a Just
Cause Termination or voluntarily by the Eligible Employee without the consent of the Company; (ii) twelve (12) months after the date that the Optionee ceases to be an Eligible Employee
by reason of Death or Disability; or (iii) ninety (90) days after the date that the Optionee ceases to be an Eligible Employee for any reason, other than as stated in (b)(i) and
(ii) above; provided that if the Optionee dies during the one year period following termination of his or her employment by reason of Disability and before the Option otherwise lapses, the
Option shall lapse one year after the Optionee's death. The Committee may specify other events that will result in the termination of an ISO. In the case of Non-Qualified Options, the
Committee shall have discretion to specify what, if any, events will terminate the Option prior to the expiration of the Option Period. 






Section 3.6.  Change in Control Transaction.  



At
any time prior to the date of consummation of a Change in Control Transaction, the Committee may, in its absolute discretion, determine that all or any part of the Options theretofore granted under
this Article III shall become immediately exercisable in full and may thereafter be exercised at any time before the date of consummation of the Change in Control Transaction (except as
otherwise provided in Article II hereof, and except to the extent that such acceleration of exercisability would result in an "excess parachute payment" within the meaning of
Section 280G of the Code). Any Option that has not been fully exercised before the date of consummation of the Change in Control Transaction shall terminate on such date, unless a provision has
been made in writing in connection with such transaction for the assumption of all Options theretofore granted, or the substitution for such Options of options to acquire the voting stock of a
successor employer corporation, or a parent or a subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, in which event the Options theretofore granted shall
continue in the manner and under the terms so provided. 


Section 3.7.  Restrictions on Transfer.  


An
Option granted under Article III may not be Transferred except by will or the laws of descent and distribution. 


Section 3.8.  Stock Certificates.  


Certificates
representing the Stock issued pursuant to the exercise of Options will bear all legends required by law and necessary to effectuate the provisions hereof. The Company may place a "stop
transfer" order against such shares of Stock until all restrictions and conditions set forth in this Article III, the applicable Option Agreement, and in the legends referred to in this
Section 3.8 have been complied with. 


Section 3.9.  Amendment and Discontinuance.  


The
Board may amend, suspend or discontinue the provisions of this Article III at any time or from time to time; provided that no action of the Board will cause ISOs granted under this Plan not
to comply with Section 422 of the Code unless the Board specifically declares such action to be made for 


10





 


that purpose; and, provided, further, that no such action may, without the approval of the shareholders of the Company, materially increase (other than by reason of an adjustment pursuant to
Section 2.3(b) hereof) the maximum aggregate number of shares of Stock in the Plan Pool, materially increase the benefits accruing to Eligible Employees or materially modify eligibility
requirements for participation under this Article III. Moreover, no such action may alter or impair any Option previously granted under this Article III without the consent of the
applicable Optionee. 


Section 3.10.  Compliance with Rule 16b-3.  


With
respect to persons subject to Section 16 of the 1934 Act, transactions under this Article III are intended to comply with all applicable conditions of Rule 16b-3
or its successors under the 1934 Act. To the extent any provision of this Article III or action by the Board or the Committee fails so to comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Committee and the Board. 


 
 
 

ARTICLE IV
  RESTRICTED STOCK GRANTS    
  


Section 4.1  Grants of Restricted Stock.  



	(a)
	The
Company may issue Restricted Stock to Eligible Employees as provided in this Article IV. Restricted Stock will be deemed issued only upon (i) authorization by the
Committee and (ii) the execution and delivery of a Restricted Stock Grant Agreement by the Eligible Employee to whom such Restricted Stock is to be issued and a duly authorized officer of the
Company. Restricted Stock will not be deemed to have been issued merely upon authorization by the Committee.



	(b)
	Each
issuance of Restricted Stock pursuant to this Article IV will be evidenced by a Restricted Stock Grant Agreement between the Company and the Holder in form and substance
satisfactory to the Committee in its sole discretion, consistent with this Article IV. Each Restricted Stock Grant Agreement will specify the purchase price per share, if any, paid by the
Holder for the Restricted Stock, such amount to be fixed by the Committee.



	(c)
	Without
limiting the foregoing, each Restricted Stock Grant Agreement shall set forth the terms and conditions of any forfeiture provisions regarding the Restricted Stock,
(including any provisions for accelerated vesting in the event of a Change in Control Transaction) as determined by the Committee.



	(d)
	At
the discretion of the Committee, the Holder, as a condition to such issuance, may be required (i) to execute and deliver to the Company a confidential information
agreement approved by the Committee, and/or (ii) to pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion, the amount of the Corporation's Tax
Withholding Liability required in connection with such issuance.



	(e)
	Nothing
contained in this Article IV, any Restricted Stock Grant Agreement or in any other agreement executed in connection with the issuance of Restricted Stock under this
Article IV will confer upon any holder any right with respect to the continuation of his or her status as an employee of the Company or any of its Subsidiaries. 




Section 4.2.  Restrictions on Transfer of Restricted Stock.  



	(a)
	Shares
of Restricted Stock acquired by a Holder may be Transferred only in accordance with the specific limitations on the Transfer of Restricted Stock imposed by applicable state
or federal securities laws or set forth below, and subject to certain undertakings of the transferee set forth in Section 4.2(c). All Transfers of Restricted Stock not meeting the conditions
set forth in this Section 4.2(a) are expressly prohibited. 



11





 



	(b)
	Any
prohibited Transfer of Restricted Stock is void and of no effect. Should such a Transfer purport to occur, the Company may refuse to carry out the Transfer on its books, attempt
to set aside the Transfer, enforce any undertaking or right under this Section 4.2(b), and/or exercise any other legal or equitable remedy.



	(c)
	Any
Transfer of Restricted Stock that would otherwise be permitted under the terms of this Plan is prohibited unless the transferee executes such documents as the Company may
reasonably require to ensure the Company's rights under a Restricted Stock Grant Agreement and this Article IV are adequately protected with respect to the Restricted Stock so Transferred. Such
documents may include, without limitation, an agreement by the transferee to be bound by all of the terms of this Plan applicable to Restricted Stock and of the applicable Restricted Stock Grant
Agreement, as if the transferee were the original Holder of such Restricted Stock.



	(d)
	To
facilitate the enforcement of the restrictions on Transfer set forth in this Article IV, the Committee may, at its discretion, require the Holder of shares of Restricted
Stock to deliver the certificate(s) for such shares with a stock power executed in blank by the Holder and the Holder's spouse, to the Secretary of the Company or his or her designee, and the Company
may hold said
certificate(s) and stock power(s) in escrow and take all such actions as are necessary to insure that all Transfers and/or releases are made in accordance with the terms of this Plan. The certificates
may be held in escrow so long as the shares of Restricted Stock whose ownership they evidence are subject to any restriction on Transfer under this Article IV or under a Restricted Stock Grant
Agreement. Each Holder acknowledges that the Secretary of the Company (or his or her designee) is so appointed as the escrow holder with the foregoing authorities as a material inducement to the
issuance of shares of Restricted Stock under this Article IV, that the appointment is coupled with an interest, and that it accordingly will be irrevocable. The escrow holder will not be liable
to any party to a Restricted Stock Grant Agreement (or to any other party) for any actions or omissions unless the escrow holder is grossly negligent relative thereto. The escrow holder may rely upon
any letter, notice or other document executed by any signature purported to be genuine. 




Section 4.3.  Compliance with Law.  


Notwithstanding
any other provision of this Article IV, Restricted Stock may be issued pursuant to this Article IV only after there has been compliance with all applicable federal and
state securities laws, and such issuance will be subject to this overriding condition. The Company may include shares of Restricted Stock in a Registration, but will not be required to register or
qualify Restricted Stock with the SEC or any state agency, except that the Company will register with, or as required by local law, file for and secure an exemption from such registration requirements
from, the applicable securities administrator and other officials of each jurisdiction in which an Eligible Employee would be issued Restricted Stock hereunder prior to such issuance. 


Section 4.4.  Stock Certificates.  


Certificates
representing the Restricted Stock issued pursuant to this Article IV will bear all legends required by law and necessary to effectuate the provisions hereof. The Company may place
a "stop transfer" order against shares of Restricted Stock until all restrictions and conditions set forth in this Article IV, the applicable Restricted Stock Grant Agreement and the legends
referred to in this Section 4.4 have been complied with. 



Section 4.5.  Market Standoff.  


To
the extent requested by the Company and any underwriter of securities of the Company in connection with a firm commitment underwriting, no Holder of any shares of Restricted Stock will Transfer any
such shares not included in such underwriting, or not previously registered in a 


12





 


Registration, during the one hundred twenty (120) day period following the effective date of the registration statement filed with the SEC under the 1933 Act in connection with such offering. 


Section 4.6.  Amendment and Discontinuance.  


The
Committee may amend, suspend or discontinue this Article IV at any time or from time to time; provided, that no such action of the Committee shall alter or impair any rights previously
granted to Holders under this Article IV without the consent of such affected Holders; and provided, further, that no such action may, without the approval of the Company's shareholders,
materially increase (other than by reason of an adjustment pursuant to Section 2.3(b) hereof) the maximum aggregate number of shares of Stock in the Plan Pool, materially increase the benefits
accruing to Eligible Employees under this Article IV or materially modify the requirements as to eligibility for participation under this Article IV. Moreover, no such action may alter
or impair any Restricted Stock previously granted under this Article IV with the consent of the applicable Holder. 


Section 4.7.  Compliance with Rule 16b-3.  


With
respect to persons subject to Section 16 of the 1934 Act, transactions under this Article IV are intended to comply with all applicable conditions of Rule 16b-3
or its successors under the 1934 Act. To the extent any provision of this Article IV or action by the Board or the Committee fails so to comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Committee and the Board. 


 
 
 

ARTICLE V
  LONG-TERM INCENTIVE COMPENSATION UNITS    
  


Section 5.1.  Awards of Units.  



	(a)
	The
Company may grant awards of Units to Eligible Employees as provided in this Article V. Units will be deemed granted only upon (i) authorization by the Committee,
and (ii) the execution and delivery of a Unit Agreement by the Eligible Employee to whom Units are to be granted and an authorized officer of the Company. Units will not be deemed granted
merely upon authorization by the Committee. Units may be granted in each of the years 2000 through 2007 in such amounts and to such Unit Recipients as the Committee may determine, subject to the
limitation in Section 5.2 below.



	(b)
	Each
grant of Units pursuant to this Article V will be evidenced by a Unit Award Agreement between the Company and the Unit Recipient in form and substance satisfactory to
the Committee in its sole discretion, consistent with this Article V.



	(c)
	Except
as otherwise provided herein, Units will be distributed only after the end of a performance period of two or more years ("Performance Period") beginning with the year in
which such Units were awarded. The Performance Period shall be set by the Committee for each year's awards.



	(d)
	The
percentage of the Units awarded under this Section 5.1 or credited pursuant to Section 5.5 that will be distributed to Unit Recipients shall depend on the levels
of financial performance and other performance objectives achieved during each year of the Performance Period; provided, however, that the Committee may adopt one or more performance categories or
eliminate all performance categories other than financial performance. Financial performance shall be based on the consolidated results of the Company and its Subsidiaries prepared on the same basis
as the financial statements published for financial reporting purposes and determined in accordance with Section 5.1(e) below. Other performance categories adopted by the Committee shall be
based on measurements of performance as the Committee shall deem appropriate. 



13





 



	(e)
	Distributions
of Units awarded will be based on the Company's financial performance with results from other performance categories applied as a factor, not exceeding one (1),
against financial results. The annual financial and other performance results will be averaged over the Performance Period and translated into percentage factors according to graduated criteria
established by the Committee for the entire Performance Period. The resulting percentage factors shall determine the percentage of Units to be distributed. No distributions of Units, based on
financial performance and other performance, shall be made if a minimum average percentage of the applicable measurement of performance, to be established by the Committee, is not achieved for the
Performance Period. The performance levels achieved for each Performance Period and percentage of Units to be distributed shall be conclusively determined by the Committee.



	(f)
	The
percentage of Units awarded which Unit Recipients become entitled to receive based on the levels of performance (including those Units credited under Section 5.5) will
be determined as soon as practicable after each Performance Period and are called "Retained Units."



	(g)
	As
soon as practical after determination of the number of Retained Units, such Retained Units shall be distributed in the form of a combination of shares and cash in the relative
percentages as between the two as determined by the Committee. The Units awarded, but which Unit Recipients do not become entitled to receive, shall be canceled.



	(h)
	Notwithstanding
any other provision in this Article V, the Committee, if it determines that it is necessary or advisable under the circumstances, may adopt rules pursuant to
which Eligible Employees by virtue of hire, or promotion or upgrade to a higher job grade classification, or special individual circumstances, may be granted the total award of Units or any portion
thereof, with respect to one or more Performance Periods that began in prior years and at the time of the awards have not yet been completed. 




Section 5.2.  Limitations.  


The
aggregate number of shares of Stock potentially distributable under all Units granted, including those Units credited pursuant to Section 5.5, shall not exceed the total number of shares of
Stock remaining in the Plan Pool, less all shares of Stock potentially acquirable under, or underlying, all other Rights outstanding under this Plan. 


Section 5.3.  Terms and Conditions.  



	(a)
	All
awards of Units must be made within ten (10) years of the Effective Date.



	(b)
	The
award of Units shall be evidenced by a Unit Award Agreement in form and substance satisfactory to the Committee in its discretion, consistent with the provisions of this
Article V.



	(c)
	At
the discretion of the Committee, a Unit Recipient, as a condition to the award of Units, may be required to execute and deliver to the Company a confidential information
agreement approved by the Committee.



	(d)
	Nothing
contained in this Article V, any Unit Award Agreement or in any other agreement executed in connection with the award of Units under this Article V will confer
upon any Unit Recipient any right with respect to the continuation of his or her status as an employee of the Company or any of its Subsidiaries.



	(e)
	A
Unit Recipient shall have no rights as a shareholder of the Company with respect to any Units until the distribution of shares of Stock in connection therewith. No adjustment
shall be made in the number of Units for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the
date such Stock is fully paid for, except as provided in Sections 2.3(b) and 5.6(a). 



14











  




Section 5.4.  Special Distribution Rules.  



	(a)
	Except
as otherwise provided in this Section 5.4, a Unit Recipient must be an Eligible Employee from the date a Unit is awarded to him or her continuously through and
including the date of distribution of such Unit.



	(b)
	In
case of the Death or Disability of a Unit Recipient prior to the end of any Performance Period, the number of Units awarded to the Unit Recipient for such Performance Period
shall be reduced pro rata based on the number of months remaining in the Performance Period after the month of Death or Disability. The remaining Units, reduced in the discretion of the Committee to
the percentage indicated by the levels of performance achieved prior to the date of Death or Disability, if any, shall be distributed within a reasonable time after Death or Disability. All other
Units awarded to the Unit Recipient for such Performance Period shall be canceled.



	(c)
	If
a Unit Recipient enters into Retirement prior to the end of any Performance Period, the Units awarded to such Unit Recipient under this Article V and not yet distributed
shall be prorated to the end of the year in which such Retirement occurs and distributed at the end of the Performance Period based upon the Company's performance for such period.



	(d)
	In
the event of the termination of the Unit Recipient's status as an Eligible Employee prior to the end of any Performance Period for any reason other than Death, Disability or
Retirement, all Units awarded to the Unit Recipient with respect to any such Performance Period shall be immediately forfeited and canceled. 




Section 5.5.  Dividend Equivalent Units.  


On
each record date for dividends on the Common Stock, an amount equal to the dividend payable on one share of Common Stock will be determined and credited (the "Dividend Equivalent Credit") on the
payment date to each Unit Recipient's account for each Unit which has been awarded to the Unit Recipient and not distributed or canceled. Such amount will be converted within the account to an
additional number of Units equal to the number of shares of Common Stock that could be purchased at Fair Market Value on such dividend payment date. These Units will be treated for purposes of this
Article V in the same manner as those Units granted pursuant to Section 5.1. 


Section 5.6.  Adjustments.  



	(a)
	In
addition to the provisions of Section 2.3(b), if an extraordinary change occurs during a Performance Period which significantly alters the basis upon which the performance
levels were established under Section 5.1 for that Performance Period, to avoid distortion in the operation of this Article V, but subject to Section 5.2, the Committee may make
adjustments in such performance levels to preserve the incentive features of this Article V, whether before or after the end of the Performance Period, to the extent it deems appropriate in its
sole discretion, which adjustments shall be conclusive and binding upon all parties concerned. Such changes may include, without limitation, adoption of, or changes in, accounting practices, tax laws
and regulatory or other laws or regulations; economic changes not in the ordinary course of business cycles; or compliance with judicial decrees or other legal authorities.



	(b)
	At
any time prior to the date of consummation of a Change in Control Transaction, the Committee may determine that all or any part of the Units theretofore awarded under this
Article V shall become immediately distributable (reduced pro rata based on the number of months remaining in the Performance Period after the consummation of the Change in Control Transaction)
and may thereafter be distributed at any time before the date of consummation of the Change in Control Transaction (except as otherwise provided in Article II hereof, and except to the extent
that such acceleration of distribution would result 



15





 


in
an "excess parachute payment" within the meaning of Section 280G of the Code). Any Units that have not been distributed before the date of consummation of a Change in Control Transaction
shall terminate on such date, unless a provision has been made in writing in connection with such transaction for the assumption of all awards of Units theretofore made, or the substitution for such
units of awards of compensation units having comparable characteristics under a long term incentive award plan of a successor employer corporation, or a parent or a subsidiary thereof, with
appropriate adjustments, in which event the awards of Units theretofore made shall continue in the manner and under the terms so provided. 





Section 5.7.  Other Conditions.  



	(a)
	No
person shall have any claim to be granted an award of Units under this Article V and there is no obligation for uniformity of treatment of Eligible Employees or Unit
Recipients under this Article V.



	(b)
	The
Company shall have the right to deduct from any distribution or payment in cash under this Article V, and the Unit Recipient or other person receiving shares of Stock
under this Article V shall be required to pay to the Company, any Tax Withholding Liability. The number of shares of Stock to be
distributed to any individual Unit Recipient may be reduced by the number of shares of Stock, the Fair Market Value of which on the Distribution Date (as defined in Section 5.7(d) below) is
equivalent to the cash necessary to pay any Tax Withholding Liability, where the cash to be distributed is not sufficient to pay such Tax Withholding Liability, or the Unit Recipient may deliver to
the Company cash sufficient to pay such Tax Withholding Liability.



	(c)
	Any
distribution of shares of Stock under this Article V may be delayed until the requirements of any applicable laws or regulations, and any stock exchange or
NASDAQ-NMS requirements, are satisfied. The shares of Stock distributed under this Article V shall be subject to such restrictions and conditions on disposition as counsel for the
Company shall determine to be desirable or necessary under applicable law.



	(d)
	For
the purpose of distribution of Units in cash, the value of a Unit shall be the Fair Market Value on the Distribution Date. Except as otherwise determined by the Committee, the
"Distribution Date" shall be March 15th in the year of distribution (or the first business day thereafter), except that in the case of special distributions the Distribution Date shall be the
first business day of the month in which the Committee and the Board determine the amount and form of the distribution.



	(e)
	Notwithstanding
any other provision of this Article V, no Dividend Equivalent Credits shall be made and no distributions of Units shall be made if at the time a Dividend
Equivalent Credit or distribution would otherwise have been made:



	(i)
	The
regular quarterly dividend on the Common Stock has been omitted and not subsequently paid or there exists any default in payment of dividends on any such outstanding shares of
capital stock of the Corporation:



	(ii)
	The
rate of dividends on the Common Stock is lower than at the time the Units to which the Dividend Equivalent Credit relates were awarded, adjusted for any change of the type
referred to in Section 2.3(b).



	(iii)
	Estimated
consolidated net income of the Corporation for the twelve month period preceding the month the Dividend Equivalent Credit or distribution would otherwise have been made
is less than the sum of the amount of the Dividend Equivalent Credits and Units eligible for distribution under this Article V in that month plus all dividends 






16





 



applicable
to such period on an accrual basis, either paid, declared or accrued at the most recently paid rate, on all outstanding shares of Common Stock; or 



	(iv)
	The
Dividend Equivalent Credit or distribution would result in a default in any agreement by which the Corporation is bound. 







	(f)
	In
the event net income available under Section 5.7(e) above for Dividend Equivalent Credits and awards eligible for distribution under this Article V is sufficient
to cover part but not all of such amounts, the following order shall be applied in making payments: (i) Dividend Equivalent Credits, and then (ii) Units eligible for distribution under
this Article V. 




Section 5.8.  Designation of Beneficiaries.  


A
Unit Recipient may designate a beneficiary or beneficiaries to receive all or part of the Stock and/or cash to be distributed to the Unit Recipient under this Article V in case of Death. A
designation of beneficiary may be replaced by a new designation or may be revoked by the Unit Recipient at any time. A designation or revocation shall be on a form to be provided for that purpose and
shall be signed by the Unit Recipient and delivered to the Corporation prior to the Unit Recipient's Death. In case of the Unit Recipient's Death, any amounts to be distributed to the Unit Recipient
under this Article V with respect to which a designation of beneficiary has been made (to the extent it is valid and enforceable under applicable law) shall be distributed in accordance with
this Article V to the designated beneficiary or beneficiaries. The amount distributable to a Unit Recipient upon Death and not subject to such a designation shall be distributed to the Unit
Recipient's estate. If there shall be any question as to the legal right of any beneficiary to receive a distribution under this Article V, the amount in question may be paid to the estate of
the Unit Recipient, in which event the Corporation shall have no further liability to anyone with respect to such amount. 


Section 5.9.  Restrictions On Transfer.  


Units
granted under Article V may not be Transferred, except as provided in Section 5.8, and, during the lifetime of the Unit Recipient to whom it was awarded, cash and stock receivable
with respect to Units may be received only by such Unit Recipient. 


Section 5.10.  Amendment and Discontinuance.  


No
award of Units may be granted under this Article V after December 31, 2007. The Board may amend, suspend or discontinue the provisions of this Article V at any time or from
time to time, provided, that no such action may, without the approval of the shareholders of the Corporation, materially increase (other than by reason of an adjustment pursuant to
Section 2.3(b) hereof) the maximum number of shares of Stock in the Plan Pool, materially increase the benefits accruing to
Eligible Employees under this Article V or materially modify the eligibility requirements for participation under this Article V. 


Section 5.11.  Compliance with Rule 16b-3.  


With
respect to persons subject to Section 16 of the 1934 Act, transactions under this Article V are intended to comply with all applicable conditions of Rule 16b-3 or
its successors under the 1934 Act. To the extent any provision of this Article V or action by the Board or the Committee fails so to comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Committee and the Board. 


17





 
 
 
 

ARTICLE VI
  STOCK APPRECIATION RIGHTS    
  


Section 6.1.  Grants of SARs.  



	(a)
	The
Corporation may grant SARs under this Article VI. SARs will be deemed granted only upon (i) authorization by the Committee, and (ii) the execution and
delivery of a SAR Agreement by the Eligible Employee to whom the SARs are to be granted and a duly authorized officer of the Corporation. SARs will not be deemed granted merely upon authorization by
the Committee. The aggregate number of shares of Stock which shall underlie SARs granted hereunder shall not exceed the total number of shares of Stock remaining in the Plan Pool, less all shares of
Stock potentially acquirable under or underlying all other Rights outstanding under this Plan.



	(b)
	Each
grant of SARs pursuant to this Article VI shall be evidenced by a SAR Agreement between the Corporation and the SAR Recipient, in form and substance satisfactory to the
Committee in its sole discretion, consistent with this Article VI. 




Section 6.2.  Terms and Conditions of SARs.  



	(a)
	All
SARs must be granted within ten (10) years of the Effective Date.



	(b)
	Each
SAR issued pursuant to this Article VI shall have an initial base value (the "Base Value") equal to the Fair Market Value of a share of Common Stock on the date of
issuance of the SAR.



	(c)
	Subject
to the provisions of Section 6.2(b) (as to the establishment of the initial Base Value of a SAR), the Committee may establish that the Base Value of a SAR shall be
adjusted, upward or downward, on a quarterly basis, based upon the market value performance of the Common Stock in comparison with the aggregate market value performance of the Index or Indices
utilized under Section 3.2(b).



	(d)
	At
the discretion of the Committee, a SAR Recipient, as a condition to the granting of a SAR, must execute and deliver to the Corporation a confidential information agreement
approved by the Committee.



	(e)
	Nothing
contained in this Article VI, any SAR Agreement or in any other agreement executed in connection with the granting of a SAR under this Article VI will confer
upon any SAR Recipient any right with respect to the continuation of his or her status as an employee of the Corporation or any of its Subsidiaries.



	(f)
	Except
as otherwise provided herein, each SAR Agreement may specify the period or periods of time within which each SAR or portion thereof will first become exercisable (the "SAR
Vesting Period"). Such SAR Vesting Periods will be fixed by the Committee and may be accelerated or shortened by the Committee.



	(g)
	SARs
relating to no less than one hundred (100) shares of Stock may be exercised at any one time unless the number exercised is the total number at that time exercisable
under all SARs granted to the SAR Recipient.



	(h)
	A
SAR Recipient shall have no rights as a shareholder of the Corporation with respect to any shares of Stock underlying such SAR. No adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such Stock is fully paid for, except as provided in
Sections 2.3(b) and 6.2(c). 



18





 





Section 6.3.  Restrictions On Transfer of SARs.  



SARs
granted under this Article VI may not be Transferred, except as provided in Section 6.7, and during the lifetime of the SAR Recipient to whom it was granted, may be exercised only
by such SAR Recipient. 


Section 6.4.  Exercise of SARs.  



	(a)
	A
SAR Recipient (or his or her executors or administrators, or heirs or legatees) shall exercise a SAR by giving written notice of such exercise to the Corporation. SARs may be
exercised only upon the completion of the SAR Vesting Period, if any, applicable to such SAR (the date such notice is received by the Corporation being referred to herein as the "SAR Exercise Date").



	(b)
	Within
ten (10) business days of the SAR Exercise Date applicable to a SAR exercised in accordance with Section 6.4(a), the SAR Recipient shall be paid in cash the
difference between the Base Value of such SAR (as adjusted, if applicable under Section 6.2(c), as of the most recently preceding quarterly period) and the Fair Market Value of the Common Stock
as of the SAR Exercise Date, as such difference is reduced by the Company's Tax Withholding Liability arising from such exercise. 




Section 6.5.  Termination of SARs.  


The
Committee shall determine, and each SAR Agreement shall state, the expiration date or dates of each SAR, but such expiration date shall be not later than ten (10) years after the date such
SAR is granted (the "SAR Period").The Committee may extend the expiration date or dates of a SAR Period after such date was originally set; provided, however, such expiration date may not exceed the
maximum expiration date described in this Section 6.5(a). 


Section 6.6.  Change in Control Transaction.  


At
any time prior to the date or consummation of a Change in Control Transaction, the Committee may, in its absolute discretion, determine that all or any part of the SARs theretofore granted under
this Article VI shall become immediately exercisable in full and may thereafter be exercised at any time before the date of consummation of the Change in Control Transaction (except as
otherwise provided in Article II hereof, and except to the extent that such acceleration of exercisability would result in an excess parachute payment within the meaning of Section 280G
of the Code). Any SAR that has not been fully exercised before the date of consummation of the Change in Control Transaction shall terminate on such date, unless a provision has been made in writing
in connection with such
transaction for the assumption of all SARs theretofore granted, or the substitution for such SARs of grants of stock appreciation rights having comparable characteristics under a stock appreciation
rights plan of a successor employer corporation or bank, or a parent or a subsidiary thereof, with appropriate adjustments, in which event the SARs theretofore granted shall continue in the manner and
under the terms so provided. 


Section 6.7.  Designation of Beneficiaries.  


A
SAR Recipient may designate a beneficiary or beneficiaries to receive all or part of the cash to be paid to the SAR Recipient under this Article VI in case of Death. A designation of
beneficiary may be replaced by a new designation or may be revoked by the SAR Recipient at any time. A designation or revocation shall be on a form to be provided for that purpose and shall be signed
by the SAR Recipient and delivered to the Corporation prior to the SAR Recipient's Death. In case of the SAR Recipient's Death, the amounts to be distributed to the SAR Recipient under this
Article VI with respect to which a designation of beneficiary has been made (to the extent it is valid and enforceable under applicable law) shall be distributed in accordance with this
Article VI to the designated beneficiary or beneficiaries. The amount distributable to a SAR Recipient upon Death and not subject 


19





 


to such a designation shall be distributed to the SAR Recipient's estate. If there shall be any question as to the legal right of any beneficiary to receive a distribution under this
Article VI, the amount in question may be paid to the estate of the SAR Recipient in which event the Corporation shall have no further liability to anyone with respect to such amount. 


Section 6.8.  Amendment and Discontinuance.  


The
Board may amend, suspend or discontinue the provisions of this Article VI at any time or from time to time provided that no action of the Board may, without the approval of the shareholders
of the Corporation materially increase (other than by reason of an adjustment pursuant to Section 2.3(b) hereof) the maximum aggregate number of shares of Stock in the Plan Pool, materially
increase the benefits accruing to Eligible Employees or materially modify eligibility requirements for participation under this Article VI. Moreover, no such action may alter or impair any SAR
previously granted under this Article VI without the consent of the applicable SAR Recipient. 


Section 6.9.  Compliance With Rule 16b-3.  


With
respect to persons subject to Section 16 of the 1934 Act, transactions under this Article VI are intended to comply with all applicable conditions of Rule 16b-3
or its successors under the 1934 Act. To
the extent any provision of this Article VI or action by the Board or the Committee fails so to comply, it shall be deemed null and void, is the extent permitted by law and deemed advisable by
the Committee and the Board. 


 
 
 

ARTICLE VII
  MISCELLANEOUS    
  


Section 7.1.  Application of Funds.  



The
proceeds received by the Corporation from the sale of Stock pursuant to the exercise of Rights will be used for general corporate purposes. 


Section 7.2.  No Obligation to Exercise Right.  


The
granting of a Right shall impose no obligation upon the recipient to exercise such Right. 


Section 7.3.  Term of Plan.  


Except
as otherwise specifically provide herein, Rights may be granted pursuant to this Plan from time to time within ten (10) years from the Effective Date. 


Section 7.4.  Captions and Headings; Gender and Number.  



Captions
and paragraph headings used herein are for convenience only, do not modify or affect the meaning of any provision herein, are not a part of, and shall not serve as a basis for, interpretation
or construction of this Plan. As used herein, the masculine gender shall include the feminine and neuter, and the singular number shall include the plural, and vice versa, whenever such meanings are
appropriate. 


Section 7.5.  Expenses of Administration of Plan.  


All
costs and expenses incurred in the operation and administration of this Plan shall be borne by the Corporation or by one or more Subsidiaries. The Corporation shall also indemnify, defend and hold
each member of the Committee and the Board harmless against all claims, expenses and liabilities arising out of or related to the exercise of the powers of the Committee and the Board and the
discharge of the duties of the Committee and the Board hereunder. 


20





 

Section 7.6.  Governing Law.  



Without
regard to the principles of conflicts of laws the laws of the State of Georgia shall govern and control the validity, interpretation, performance and enforcement of this Plan. 


Section 7.7.  Inspection of Plan.  


A
copy of this Plan, and any amendments thereto, shall be maintained by the Secretary of the Corporation and shall be shown to any proper person making inquiry about it. 


This
Plan, as restated effective as of February 14, 2001, incorporates the Amendment to Plan adopted effective as of February 14, 2001. 


21









QuickLinks


EXHIBIT 4.1


OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN

ARTICLE I

ARTICLE II

ARTICLE III


ARTICLE IV

ARTICLE V


ARTICLE VI

ARTICLE VII