Prepared by MERRILL CORPORATION




QuickLinks
 -- Click here to rapidly navigate through this document

 
 

EXHIBIT 4.3    
  


Main Street Banks, Inc. Omnibus Stock Ownership and

Long Term Incentive Plan Restricted Stock Grant Agreement  


  
 

    RESTRICTED STOCK GRANT AGREEMENT    
  



	 	Grantee: ___________________________
	

 	

Number of Shares: ___________________
	

 	

Date of Grant: ______________________





    1.  Award of Restricted Stock.  MAIN STREET BANKS, INC. (the "Corporation"), hereby awards to
            ("Grantee"), under its Omnibus Stock Ownership and Long Term Incentive Plan (the "Plan"),            shares
("Restricted Stock") of its Common Stock ("Common Stock"), no par
value per share, to be held as Restricted Stock under the terms of the Plan and this Restricted Stock Grant Agreement ("Agreement"). The Plan is incorporated herein by reference and made a part of
this Agreement. 


    2.  Definitions.  Capitalized terms as used herein shall have the meanings indicated in this paragraph or
in paragraph 1 above unless the context clearly manifests a different intent. Capitalized terms not defined herein or in paragraph 1 shall have the respective meanings set forth in the
Plan. The following words and phrases shall have the following meanings: 



	(a)
	"Restricted
Period" means the period of time during which all or part of the Restricted Stock awarded under this Agreement to the Grantee would be forfeited upon the Grantee's
Termination of Employment. The Restricted Period would end on the date the Grantee becomes 100% vested in the Restricted Stock.



	(b)
	"Termination
of Employment" means the Grantee's discontinuance of employment as an Eligible Employee with the Corporation and/or any Subsidiary for any reason. A transfer between
the Corporation and one of its Subsidiaries shall not be deemed a Termination of Employment for purposes of the Plan.



	(c)
	"Vested
Portion" shall be determined by multiplying the number of shares of Common Stock awarded as Restricted Stock to the Grantee by the applicable vesting percentage contained in
paragraph 4 below. 




    3.  Forfeiture.  If the Grantee incurs a Termination of Employment during the Restricted Period for any
reason, the Grantee shall forfeit all non-vested Restricted Stock as of such Termination of Employment. The Grantee will become vested in the Restricted Stock pursuant to the vesting
schedule contained in paragraph 4 below. Notwithstanding the preceding sentences, if the Grantee incurs a Termination of Employment on account of the Grantee's Retirement (on or after age 65),
Disability or 








Death, the Committee may, but is not required to, increase the Grantee's Vested Portion of Restricted Stock. 


    4.  Vesting Schedule.  



    (a) The
Grantee shall become vested in the Restricted Stock pursuant to the following table: 



	Number of Full Years

of Employment

Following Date of Grant
	 	Percent of

Vested

Restricted Stock

	Less than 1 Year	 	0%
	1 Year	 	20%
	2 Years	 	40%
	3 Years	 	60%
	4 Years	 	80%
	5 or more Years	 	100%






    (b) There
shall be no acceleration in vesting upon a Change of Control. 




    5.  Issuance of Shares.  The Corporation shall issue a certificate for the shares of Common Stock awarded
to the Grantee as Restricted Stock pursuant to this Agreement. Each certificate issued for shares awarded to the Grantee under this Agreement shall be registered in the name of the Grantee and shall
bear a legend in substantially the following form: 




This
certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in the Main Street
Banks, Inc. Omnibus Stock Ownership and Long Term Incentive Plan and a Restricted Stock Grant Agreement between the registered owner of the shares represented hereby and Main Street
Banks, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of such Plan and Agreement, copies of which are on file in the office of Main Street
Banks, Inc. 





    6.  Release of Shares.  As soon as practicable following the Grantee's Termination of Employment or, if
earlier, the end of the Restricted Period, the Grantee will receive a stock certificate without the legend described in paragraph 5 representing the Vested Portion of the Grantee's Restricted
Stock. In determining the Vested Portion, partial shares shall be forfeited and the Grantee shall not be entitled to any compensation for the cancellation of such partial shares. The Vested Portion
shall be computed by multiplying the Grantee's number of shares of Common Stock awarded as Restricted Stock by the applicable vesting percentage contained in paragraph 4 above. The Restricted
Period shall end on the date the Grantee becomes 100% vested in the Restricted Stock. 


    7.  Return of Original Stock Certificate.  Notwithstanding paragraph 6 above, the Grantee shall
not be entitled to a stock certificate for the Vested Portion of his Restricted Stock until the Grantee delivers to the Committee the original stock certificate issued as part of the Grantee's
Restricted Stock award pursuant to paragraph 5. 


    8.  Restrictions on Transfer of Shares.  Shares awarded under the Plan, and any right or interest of the
Grantee therein, including the right to vote such shares and to receive dividends thereon, may not, except as provided in paragraph 10, be sold, assigned, transferred, exchanged, pledged,
hypothecated, or otherwise encumbered during the Restricted Period to or in favor of any party other than the Corporation or a Subsidiary, and no such sale, assignment, transfer, exchange, pledge,
hypothecation, or encumbrance, whether made or created by voluntary act of the Grantee or of any agent of such Grantee or by operation of law, shall be recognized by, or be binding upon, or shall in
any manner affect the rights of, the Corporation during the Restricted Period. Any such sale, assignment, transfer, exchange, pledge, hypothecation, or encumbrance, whether made or created by
voluntary act of the Grantee or of any agent of such Grantee or by operation of law, shall be void and have no effect, and the Company may take any or all steps set forth in section 4.2(b) of
the Plan. 







    9.  Rights of Grantee During Restricted Period.  Except as otherwise provided in this Agreement, the
Plan, or in any applicable shareholder agreement, the Grantee shall, during the Restricted Period, have all of the other rights of a stockholder with respect to shares awarded to the Grantee
including, but not limited to, the right to receive such cash dividends, if any, as may be declared on such shares from time to time, and the right to vote (in person or by proxy) such shares at any
meeting of stockholders of the Corporation. Any stock dividends declared with respect to Restricted Stock shall be subject to the same terms and conditions as the Restricted Stock with respect to
which such stock dividends are issued. 


    10.  Transferability of Shares.  Shares of Restricted Stock awarded under the Plan shall be
non-assignable and non-transferable except upon the Death of the Grantee as hereinafter provided. A Grantee may, however, appoint a beneficiary (on a form supplied by the
Corporation) to receive the shares of Restricted Stock, if any, in the event of Grantee's death and a Grantee may change the designated beneficiary at any time prior to the Grantee's death. If the
Grantee fails to designate a beneficiary, the Grantee's beneficiary shall be his estate. During a Grantee's lifetime, shares of Restricted Stock awarded to the Grantee shall be released only to the
Grantee. 


    11.  Acceleration Power.  Notwithstanding any other provisions of the Plan or this Agreement, the
Committee shall be authorized in its discretion to accelerate the vesting of Restricted Stock and to release Restricted Stock to the Grantee upon such terms and conditions as the Committee may deem
advisable. 


    12.  Federal Income Tax Matters.  The Grantee, upon award of the shares of Restricted Stock hereunder,
shall be authorized to make an election to be taxed upon such award under Section 83(b) of the Code. To effect such election, the Grantee may file an appropriate election with the Internal
Revenue Service within thirty (30) days after award of the Restricted Stock and otherwise in accordance with applicable Treasury Regulations. 



    The
Grantee recognizes that, pursuant to Section 4.1(d) of the Plan, the Committee may make such provisions and take such steps as it may deem necessary or appropriate for the
withholding of any taxes that the Corporation or its Subsidiaries are required by any law or regulation or any governmental authority, whether Federal, state or local, domestic or foreign, to make in
connection with the release of Restricted Stock as provided in paragraph 6 of this Agreement. 


    13.  Continued Employment Not Presumed.  Neither the Plan, the award of Restricted Stock under this
Agreement nor this Agreement shall impose any obligation on the Corporation and/or any Subsidiary to continue the employment of the Grantee. 



    14.  Grantee's Covenant.  The Grantee hereby agrees to use his or her best efforts to provide services to
the Corporation in a workmanlike manner and to promote the Corporation's interests. 


    15.  Restrictions on Issuance of Shares.  If at any time the Committee shall determine, in its
discretion, that listing, registration or qualification of the shares of Restricted Stock subject to this Agreement upon any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a condition to the award or the release of Restricted Stock hereunder, such award or release may not be made in whole or in
part unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. 


    16.  Plan Controls.  In the event of any actual or alleged conflict between the provisions of the Plan
and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative. 


    17.  Legend.  In addition to other applicable legends, there will be placed on the certificates for the
shares, or any substitutions therefor, a legend stating in substance as follows: 




The
shares evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), and may not be transferred, nor will any assignee or endorsee hereof be
recognized as an owner hereof by the issuer for any purpose, unless a 










registration statement under the 1933 Act with respect to such shares shall then be in effect or unless the availability of an exemption from registration with respect to any proposed transfer or
disposition of such shares shall be established to the satisfaction of counsel for the issuer. Furthermore, during the period in which securities that are a part of the issue of which the shares
evidenced by this certificate are a part are being offered and sold by the issuer, and for a period of nine months from the date of the last sale by the issuer of such securities, all resales of any
part of the issue, by any person, shall be made only to persons resident within the State of Georgia. 





    18.  Successors.  This Agreement shall be binding upon any successor of the Corporation, in accordance
with the terms of this Agreement and the Plan. 


    IN
WITNESS WHEREOF, Main Street Banks, Inc., acting by and through its duly authorized officers, has caused this Restricted Stock Agreement to be executed, and the Grantee has
executed this Restricted Stock Agreement, all as of the day and year first above written. 



	 	 	MAIN STREET BANKS, INC.
	

 	
 	

By:____________________________
	

 	
 	

Title:___________________________
	

 	
 	

_______________________________

GRANTEE









 
 
 

MAIN STREET BANKS, INC.
  SUBSCRIPTION AGREEMENT FOR THE PURCHASE
  OF SHARES OF COMMON STOCK    
  


    I,            , on this    day of            ,
      , hereby acknowledge receipt of            
(        ) shares of the no par value Common Stock (the "Shares") of Main Street Banks, Inc. (the "Corporation"), a corporation organized and existing under the laws of the State of
Georgia. 


    I
acknowledge that the issuance of the Shares may not be registered under the federal Securities Act of 1933, as amended (the "1933 Act") or the Georgia Securities Act of 1973, as
amended (the "Georgia Act") in reliance upon exemptions from registration contained in those respective Acts, and that the Corporation's reliance upon such exemptions is based in part upon my
representations, warranties and agreements contained in this Subscription Agreement. 


    I
acknowledge that, prior to the execution of this Subscription Agreement, I have had the opportunity to ask questions of and receive answers or obtain additional information from a
representative of the Corporation concerning the financial and other affairs of the Corporation and the terms and conditions of the offering of Shares to which this Subscription Agreement relates and,
to the extent I believe necessary in light of my personal knowledge of the Corporation's affairs, I have asked such questions and received satisfactory answers. 


    I
represent, warrant and agree as follows: 


    (1) I
have carefully read this Subscription Agreement and, to the extent I believe necessary, I have discussed the representations, warranties and agreements which I
make by signing it and the applicable limitations upon my resale of the Shares with my counsel and counsel for the Corporation. 



    (2) I
am purchasing the Shares for my own account, with the intention of holding the Shares for investment, with no present intention of dividing or allowing others to
participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the Shares; and I shall not make any sale, transfer or other disposition of the
Shares without registration under the 1933 Act and the Georgia Act or unless an exemption from registration is available under those acts, respectively. 


    (3) I
am familiar with the business in which the Corporation will be engaged, and based upon my knowledge and experience in financial and business matters, I am
familiar with the investments of the sort which I am undertaking herein; I am fully aware of the problems and risks involved in making an investment of this type; and I am capable of evaluating the
merits and risks of this investment. 


    (4) This
investment is in accord with the nature and size of my present investments and net worth, and I am financially able to bear the economic risk of this
investment, including the ability to afford holding the Shares for an indefinite period or to afford a complete loss of this investment. 


    (5) I
am eighteen years of age or older and my principal residence is in Georgia at the address shown under my signature on the bottom of this Subscription Agreement. 



    (6) I
understand that the provisions of Rule 144 under the 1933 Act are not available to permit resales of these Shares, and due to the nature of the business of
the Corporation and the conditions of Rule 144, it is unlikely that the conditions necessary to permit routine sales of the Shares under Rule 144 will ever be satisfied, and, if
Rule 144 should become available, routine sales made in reliance upon its provisions could be made only in limited amounts and in accordance with the terms and conditions of the Rule. I further
understand that in connection with sales of Shares for which Rule 144 is not available, compliance with Regulation A or some other registration exemption will be required. 



    (7) I
understand that the Corporation is under no obligation to register the Shares or to comply with the conditions of Rule 144 or take any other action
necessary in order to make any exemption for the sale of the Shares without registration available. 





 


    (8) I understand and agree that stop transfer instructions will be given to the Corporation's transfer agent or the officer in charge of its stock records and noted on
the appropriate records of the Corporation to the effect that the Shares may not be transferred out of my name unless approval is first obtained from the Corporation. I further agree that there will
be placed on the certificates for the Shares, or any substitutions therefor, a legend stating in substance as follows, and I understand and agree that the Corporation may refuse to permit the transfer
of the Shares out of my name and that the Shares must be held indefinitely in the absence of compliance with the terms of such legend. 



The
shares evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), and may not be transferred, nor will any assignee or endorsee hereof be
recognized as an owner hereof by the issuer for any purpose, unless a registration statement under the 1933 Act with respect to such shares shall then be in effect or unless the availability of an
exemption
from registration with respect to any proposed transfer or disposition of such shares shall be established to the satisfaction of counsel for the issuer. Furthermore, during the period in which
securities that are a part of the issue of which the shares evidenced by this certificate are a part are being offered and sold by the issuer and for a period of nine months from the date of the last
sale by the issuer of such securities, all resales of any part of the issue, by any person, shall be made only to persons resident within the State of Georgia. 



2





 

    IN
WITNESS WHEREOF, the undersigned has executed this Stock Subscription Agreement on the day and year first above written. 













_______________________________

Signature 


_______________________________

Name 


_______________________________

Residence: Number and Street 


_______________________________

City        State            Zip Code 


_______________________________

Social Security Number 













3



























 
 

BENEFICIARY DESIGNATION FORM    
  


TO THE PLAN ADMINISTRATOR OF THE

MAIN STREET BANKS, INC.

OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN  


Participant: ________________________________________________________________

                            Last             
               First                    Middle 



    (a) I
hereby confirm my participation in the Plan. I agree to be bound by the terms and conditions of the Plan as in current effect and as they may be amended from time
to time. 


    (b) In
accordance with the provisions of that Plan, I hereby designate as my primary beneficiary to receive any benefits payable from the Plan by reason of my death: 


Primary
Beneficiary  (check one) 



	/ /	 	my spouse _____________________________________________________________
	

/ /	
 	

per stirpes to my descendants living at the time of (each) distribution
	

/ /	
 	

other (give name and relationship) ___________________________________________





    If
my primary beneficiary does not survive me (or if the above designation is not effective for any other reason) I hereby designate as my secondary beneficiary to receive any
benefits payable from the Plan by reason of my death: 


Secondary
Beneficiary  (check one) 



	/ /	 	per stirpes to my descendants living at the time of (each) distribution
	

/ /	
 	

other (give name and relationship) ___________________________________________





    If
a distributee is minor, payment of his distribution may be made to the person having custody of the minor, to the minor without intervention of a guardian, to a legal guardian of
the minor, to a custodian for such minor under a statute similar to the Uniform Gifts to Minors Act, or for the benefit of the minor, as the Corporation shall determine in its sole discretion. 


NOTE: YOUR ELECTION MAY HAVE ESTATE TAX CONSEQUENCES. YOU SHOULD CONSULT YOUR PERSONAL TAX ADVISOR.


    I
reserve the right as a Participant to change this beneficiary designation in accordance with the provisions of the Plan. If my primary and secondary beneficiaries do not survive me,
I understand that any benefits payable under the Plan will be made to my estate. 



	____________________________________

Date	 	____________________________________

Name (Print)
	

____________________________________

Witness	
 	

____________________________________

Signature
	

Participant Address:________________________________________________
	

Social Security Number:_____________________________________________











QuickLinks


EXHIBIT 4.3

RESTRICTED STOCK GRANT AGREEMENT


SUBSCRIPTION AGREEMENT FOR THE PURCHASE OF SHARES OF COMMON STOCK


BENEFICIARY DESIGNATION FORM