EX-10.2 Form of Incentive Stock Option Agreement



 





Exhibit 10.2




COMMUNITY FIRST, INC.


INCENTIVE STOCK OPTION AGREEMENT



To:



     We are pleased to notify you that you have been granted an option (“Option”) to purchase
___ shares of the common stock no par value (“Common Stock”) of Community First, Inc. (the
“Company”) at a price of $           per share, the Fair Market Value of the Common Stock, under the
Company’s 2005 Stock Incentive Plan (the “Plan”) by the Board of Directors (the “Board of
Directors” or “Board”) of the Company or a Committee of the Board (the “Committee”) administering
the Plan, as the case may be. This Option may thereafter be exercised only upon the terms and
conditions set forth below.



     1. Purpose of Plan



     The purpose of the Plan under which this Option has been granted is to enable the Company to
attract, retain and reward key employees of and consultants to the Company and its direct and
indirect subsidiaries (each a “Subsidiary”, and, collectively, “Subsidiaries”) and directors who
are not also employees of the Company, and to strengthen the mutuality of interests between such
key employees, consultants, and directors by awarding such key employees, consultants, and
directors (collectively “Participants”) performance-based stock incentive and/or other equity
interests or equity-based incentives in the Company, as well as performance-based incentives
payable in cash.



     2. Plan Controls



     This Option is granted pursuant to the terms of the Plan and is subject to all of the terms
and conditions of the Plan, which is incorporated herein by reference. The Compensation Committee
has authority to interpret this Option and its interpretation shall be binding. If any of the
provisions of this Option conflict with or are inconsistent with the provisions of the Plan, the
provisions of the Plan shall be controlling.



     3. Acceptance of Option Agreement



     Your execution of this option agreement will indicate your acceptance of and your willingness
to be bound by its terms; it imposes no obligation upon you to purchase any of the shares subject
to the Option. Your obligation to purchase shares can arise only upon your exercise of the Option
in the manner set forth in Section 5 hereof.



     4. When Option May Be Exercised



     This option may be exercised in cumulative annual installments of ___% of the total number of
shares purchasable by you hereunder, the first such installment being exercisable on ___, ___
(or one year from the date of the grant) and subsequent additional installments of ___% of such
shares being exercisable on each anniversary of the ___ succeeding years thereafter. This
Option expires 10 years from the date of grant whether or not it has been duly exercised, unless
sooner terminated as provided in Sections 6, 7, and 8 hereof.



 









 





     5. How Option May Be Exercised.



     This Option is exercisable by giving written notice to the Company at its executive offices,
signifying your election to exercise the Option. The notice must state the number of shares of
Common Stock as to which the Option is being exercised, must contain a statement by you (in a form
acceptable to the Company) that such shares are being acquired by you for investment and not with a
view to their distribution or resale (unless a registration statement covering the shares
purchasable been declared effective by the Securities and Exchange Commission). The option price
upon exercise of the Option, together with any amounts required to be withheld for income tax
reporting, shall be payable to the Company in full, in the Company’s discretion, either: (a) in
cash or its equivalent (such equivalence being at the sole discretion of the Committee); (b) by
tendering previously acquired shares having an aggregate Fair Market Value at the time of exercise
equal to the total option price (provided that such shares shall have been held for at least six
months); or (c) by withholding from you sufficient shares, subject to this award, having an
aggregate Fair Market Value at the time of exercise equal to the total option price; or (d) by any
combination of (a), (b) or (c). No shares shall be issued until full payment therefor has been
made and your income tax withholding obligations, if any, have been satisfied.



     If notice of the exercise of this Option is given by a person or persons other than you, the
Company will require the submission to the Company of appropriate proof of the right of such person
or persons to exercise this Option.



     Certificates for shares of the Common Stock so purchased will be issued as soon as
practicable. The Company, however, shall not be required to issue or deliver a certificate for any
shares until it has complied with all requirements of the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, any stock exchange on which the Common Stock may then
be listed and all applicable state laws in connection with the issuance or sale of such shares or
the listing of such shares on said exchange. Until the issuance of the certificate for such shares,
you or such other person as may be entitled to exercise this Option, shall have none of the rights
of a shareholder with respect to shares subject to this Option.



     6. Termination of Employment



     If your employment with the Company (or a Subsidiary) is terminated for any reason other than
as a result of your death, Disability or Normal or Early Retirement, you may exercise that portion
of this Option which was exercisable by you at the date of termination at any time within ninety
(90) days of the date of such termination; provided, however, such exercise occurs within 10 years
of the date this Option was granted to you, and further provided that in the event such termination
was for “Cause” (as defined in the Plan), this Option shall immediately lapse and expire.



     7. Disability or Retirement



     If your employment with the Company (or a Subsidiary) is terminated by reason of your
Disability, you may exercise that portion of this Option which was exercisable by you at the date



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of such termination at any time within 12 months of the date of such termination; provided,
however, that such exercise occurs within 10 years of the date this Option was granted to you. If
your employment with the Company (or a Subsidiary) is terminated by reason of Normal or Early
Retirement, you may exercise that portion of this Option which was exercisable by you at the date
of such termination at any time within ninety (90) days of the date of such termination; provided,
however, that such exercise occurs within 10 years of the date this Option was granted to you.



     8. Death



     If you die while employed by the Company (or a Subsidiary), or within the applicable time
periods set forth in Section 7 above for termination of your employment due to Disability or Normal
or Early Retirement, that portion of this Option which was exercisable by you at the date of your
death, Disability or Retirement may be exercised by the legal representative of your estate or the
legatee or legatees under your will within 12 months from the date of your death, but in no event
after 10 years from the date this Option was granted to you.



     9. Non-Transferability of Option



     This Option shall not be assignable or transferable without the prior written consent of the
Committee except by will or the laws of descent and distribution.



     10. Incentive Stock Option



     This Option is intended to be an “incentive stock option” as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”). However, in the event that the number of
shares subject to this Option exceeds any maximum established under the Code for incentive stock
options that may be granted to you, this Option shall be considered a non-qualified stock option
for purposes of the Code to the extent of such excess.



     11. Adjustments



     The number of shares of Common Stock subject to this Option and the price per share of such
shares may be adjusted by the Board of Directors from time to time pursuant to the Plan.



     12. Modification



     This Option may be amended by the Committee, or the Board, as the case may be (subject to
certain limitations as set forth in the Plan), prospectively or retroactively and in whole or in
part, except that no such action may impair your rights with respect to this Option without your
consent.



     13. Meaning of Capitalized Terms



     Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to
them in the Plan.



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     14. When Option Becomes Effective



     This Option shall not become effective unless a copy of this option agreement has been signed
by you and returned to the Company at the following Address:



Community First, Inc.


501 South James Campbell Blvd.


Columbia TN 38401


Attn: Diane Scroggins




	 	 	 	 	 
	 	Sincerely yours,





COMMUNITY FIRST, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Agreed to and accepted this


___day of___, ___


____________


Name: ____________




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