Exhibit 10.3


    
      

    

    Exhibit
      10.3

     

    NONQUALIFIED
      STOCK OPTION AWARD

    PURSUANT
      TO THE HABERSHAM BANCORP

    OUTSIDE
      DIRECTORS STOCK OPTION PLAN

    


    THIS
      AWARD is made as of the Grant Date by HABERSHAM BANCORP (the “Company”) to
      ______________________ (the “Optionee”).

    


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

    


    
      	 	
              A.

            	
              Grant
                Date: ______________, 200__.

            


    

    


    
      	 	
              B.

            	
              Type
                of Option: Nonqualified Stock
                Option.

            


    

    


    
      	 	
              C.

            	
              Plan
                under which granted: Habersham Bancorp Outside Directors Stock Option
                Plan.

            


    

    


    
      	 	
              D.

            	
              Option
                Shares: All or any part of  
                shares of the Company’s $1.00 par value common stock (the “Common Stock”),
                subject to adjustment as provided in the attached Terms and
                Conditions.

            


    

    


    
      	 	
              E.

            	
              Exercise
                Price: $_______ per share, subject to adjustment as provided in the
                attached Terms and Conditions.

            


    

    


    
      	 	
              F.

            	
              Option
                Period: The Option may be exercised only during the Option Period
                which
                commences on the Grant Date and ends, generally, on the earliest
                of (a)
                the fifth (5th) anniversary of the Grant Date; (b) the date the Optionee
                ceases to be a member of either the Board of Directors or any Bank
                Board,
                except in the event of the Optionee’s death; or (c) the first
                anniversary of the Optionee’s death. Note
                that other limitations to exercising the Option, as described in
                the
                attached Terms and Conditions, may apply.

            


    

     

    
      	 	
              G.

            	
              Vesting:
                The Option Shares shall be fully vested as of the Grant Date, but
                may not
                be exercised until six (6) months following the Grant
                Date.

            


    

    


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

    


    
      	 	HABERSHAM
              BANCORP
	 	 	 
	 	
              By:

            	
               

            
	 	 	 
	 	
              Title:

            	
               

            


    

    


    By
      signing below, the Optionee hereby accepts the Award and agrees to the Terms
      and
      Conditions attached hereto.

    


    
      	 	 
	 	
              Optionee

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    TERMS
      AND CONDITIONS

    TO
      THE

    NONQUALIFIED
      STOCK OPTION AWARD

    PURSUANT
      TO THE HABERSHAM BANCORP

    OUTSIDE
      DIRECTORS STOCK OPTION PLAN

    


    


    1. 
Exercise
      of Option.
      Subject
      to the provisions provided herein or in the Award made pursuant to the Habersham
      Bancorp Outside Directors Stock Option Plan:

    


     
      (a) 
the
      Option may be exercised with respect to all or any portion of the vested Option
      Shares at any time during the Option Period by the delivery to the Company,
      at
      its principal place of business, of (i) a written notice of exercise in
      substantially the form attached hereto as Exhibit 1, which shall be
      actually delivered to the Company no earlier than thirty (30) days and no later
      than ten (10) days prior to the date upon which Optionee desires to exercise
      all
      or any portion of the Option and (ii) payment to the Company of the Exercise
      Price multiplied
      by
      the
      number of Option Shares being purchased (the “Purchase Price”) in the
      manner provided in subsection (b). 

    


    Upon
      acceptance of such notice and receipt of payment in full of the Purchase Price,
      the Company shall cause to be issued a certificate representing the Option
      Shares purchased. 

    


     
      (b)        The
      Purchase
      Price shall be paid in full upon the exercise of an Option and no Option Shares
      shall be issued or delivered until full payment therefor has been made. Payment
      of the Purchase Price for all Option Shares purchased pursuant to the exercise
      of an Option shall be made in cash or by certified check.

    


    2. 
Vested
      Option Shares.
      The
      Option Shares shall be immediately vested as of the Grant Date; provided,
      however, the Option may not be exercised until six (6) months following the
      Grant Date.

    


    3. 
Rights
      as Shareholder.
      Except
      as otherwise expressly permitted by the Committee in writing, until the stock
      certificates reflecting the Option Shares accruing to the Optionee upon exercise
      of the Option are issued to the Optionee, the Optionee shall have no rights
      as a
      shareholder with respect to such Option Shares. The Company shall make no
      adjustment for any dividends or distribu-tions or other rights on or with
      respect to Option Shares for which the record date is prior to the issuance
      of
      that stock certificate, except as the Plan or the attached Award otherwise
      provides.

    


    4. 
Restriction
      on Transfer of Option and of Option Shares.
      The
      Option evidenced hereby is nontransferable other than by will or the laws of
      descent and distribution and shall be exercisable during the lifetime of the
      Optionee only by the Optionee (or in the event of his Disability, by his
      personal representative) and after his death, only by his legatee or the
      executor of his estate.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5. 
Changes
      in Capitalization.

    


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

     

                    
      (b)    If
      the
      Company shall be the surviving corporation in any merger consolidation,
      reorganization, extraordinary dividend, spin-off or other change in the capital
      structure of the Company, the Optionee shall be entitled to purchase the number
      and class of securities to which a holder of the number of shares of Common
      Stock subject to the Option at the time of the transaction would have been
      entitled to receive as a result of such transaction, and a corresponding
      adjustment, where appropriate, shall be made in the Exercise Price. In the
      event
      of a Change in Control or other corporate transaction pursuant to which the
      Company is not the surviving entity, the Committee may provide for the
      assumption of the Option by the surviving entity or the substitution of a new
      option, adjusted in a manner similar to that contemplated by the immediately
      preceding sentence; however, if the surviving entity does not agree to the
      assumption or substitution of the Option, the Committee may elect to terminate
      the Option Period as of the effective date of the Change in Control in
      consideration of the payment to the Optionee of the sum of the difference
      between the then aggregate Fair Market Value of the Common Stock and the
      aggregate Exercise Price for each vested Option Share which has not been
      exercised as of the effective date of the Change in Control. A dissolution
      or
      liquidation of the Company shall cause the Option to terminate as to any portion
      thereof not exercised as of the effective date of the dissolution or
      liquidation.

    


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

    


    6. 
Special
      Limitation on Exercise.
      No
      purported exercise of the Option shall be effective without the approval of
      the
      Committee, which may be withheld to the extent that the exercise, either
      individually or in the aggregate together with the exercise of other previously
      exercised stock options and/or offers and sales pursuant to any prior or
      contemplated offering of securities, would, in the sole and absolute judgment
      of
      the Committee, require the filing of a registration statement with the United
      States Securities and Exchange Commission or with the securities commission
      of
      any state. If a registration statement is not in effect under the Securities
      Act
      of 1933 or any applicable state securities law with respect to shares of Common
      Stock purchasable or otherwise deliverable under the Option, the Optionee (a)
      shall deliver to the Company, prior to the exercise of the Option or as a
      condition to the delivery of Common Stock pursuant to the exercise of an Option
      exercise, such information, representations and warranties as the Company may
      reasonably request in order for the Company to be able to satisfy itself that
      the Option Shares are being acquired in accordance with the terms of an
      applicable exemption from the securities registration requirements of applicable
      federal and state securities laws and (b) shall agree that the shares of Common
      Stock so acquired will not be disposed of except pursuant to an effective
      registration statement, unless the Company shall have received an opinion of
      counsel that such disposition is exempt from such requirement under the
      Securities Act of 1933 and any applicable state securities law.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    7. 
Legend
      on Stock Certificates. 
      Certificates evidencing the Option Shares, to the extent appropriate at the
      time, shall have noted conspicuously on the certificates a legend intended
      to
      give all persons full notice of the existence of the conditions, restrictions,
      rights and obligations set forth herein and in the Plan.

    


    8. 
Governing
      Laws.
      This
      Award and the Terms and Conditions shall be construed, administered and enforced
      according to the laws of the State of Georgia; provided, however, the Option
      may
      not be exercised except in compliance with exemptions available under applicable
      state securities laws of the state in which the Optionee resides and/or any
      other applicable securities laws.

    


    9. 
Successors.
      This
      Award and the Terms and Conditions shall be binding upon and inure to the
      benefit of the heirs, legal representatives, successors and permitted assigns
      of
      the Optionee and the Company.

    


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

    


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

    


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

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    13. 
Violation.
      Any
      transfer, pledge, sale, assignment, or hypothecation of the Option or any
      portion thereof shall be a violation of the terms of the Award or these Terms
      and Conditions and shall be void and without effect.

    


    14. 
Headings
      and Capitalized Terms.
      Section
      headings used herein are for convenience of reference only and shall not be
      considered in construing the Award or these Terms and Conditions. Capitalized
      terms used, but not defined, in either the Award or the Terms and Conditions
      shall be given the meaning ascribed to them in the Plan.

    


    15. 
Specific
      Performance.
      In the
      event of any actual or threatened default in, or breach of, any of the terms,
      conditions and provisions of the Award and these Terms and Conditions, the
      party
      or parties who are thereby aggrieved shall have the right to specific
      performance and injunction in addition to any and all other rights and remedies
      at law or in equity, and all such rights and remedies shall be
      cumulative.

    


    16. 
No
      Right to Continued Service.
      Neither
      the establishment of the Plan nor the award of Option Shares hereunder shall
      be
      construed as giving the Optionee the right to continued service with the Company
      or any affiliate.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      1

    


    


    NOTICE
      OF EXERCISE OF

    STOCK
      OPTION TO PURCHASE

    COMMON
      STOCK OF

    HABERSHAM
      BANCORP

    


    


    
      	 	Name	
               

            	 
	 	Address	
               

            	 
	 	 	 	 
	 	
              Date
                

            	
               

            	 


    

    


    Habersham
      Bancorp

    Highway
      441 North 

    P.O.
      Box
      1980

    Cornelia,
      Georgia 20531

    
      	
              Attn:
                ____________________

            


    

    


    Re: Exercise
      of Nonqualified Stock Option

    


    Ladies
      and Gentlemen:

    


    Subject
      to acceptance hereof by Habersham Bancorp (the “Company”) and pursuant to the
      provisions of the Habersham Bancorp Outside Directors Stock Option Plan (the
      “Plan”), I hereby give notice of my election to exercise options granted to me
      to purchase ______________ shares of Common Stock of the Company under the
      Nonqualified Stock Option Award for Directors (the “Award”) dated as of
      ____________. The purchase shall take place as of __________, 200__ (the
“Exercise Date”).

    


    On
      or
      before the Exercise Date, I will pay the applicable purchase price by delivery
      of cash or a certified check for $___________ for the full purchase price
      payable to the order of Habersham Bancorp.

    


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

    


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

    


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


    


    
      
        
        

      

      Exhibit
        1 - Page 1 of 3
        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

      Exhibit
        1 - Page 2 of 3
        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


    Very
      truly yours,

     

    
      _____________________

    

    


    
      	 	 	 	 
	
              AGREED
                TO AND ACCEPTED:

            	 	 	 
	 	 	 	 
	
              HABERSHAM
                BANCORP

            	 	 	 
	 	 	 	 
	
              By:
                ___________________________

            	 	 	 
	 	 	 	 
	
              Title:
                __________________________

            	 	 	 
	 	 	 	 
	
              Number
                of Shares

            	 	 	 
	
              Exercised:
                ______________________

            	 	 	 
	 	 	 	 
	
              Number
                of Shares

            	 	 	 
	
              Remaining:
                _____________________

            	 	
              Date:
                ______________________

            	 


    

     

     

    Exhibit
      1
      - Page 3 of 3