Ex-10.54



 





EXHIBIT 10.54




PRIMETRUST BANK




2005 STATUTORY-NONSTATUTORY STOCK OPTION PLAN




     1. Purpose. The purpose of this PRIMETRUST BANK 2005 Statutory-Nonstatutory Stock
Option Plan (the “Plan”) is to motivate Participants (as defined herein), thereby benefitting the
stockholders of PRIMETRUST BANK, a Tennessee corporation (“Corporation”). In furtherance of this
purpose, the Plan is to advance the interests of Corporation by stimulating the efforts of key
employees, directors and consultants, increasing their desire to continue in their employment with
or services to the Corporation, assisting Corporation in competing effectively with other
enterprises for the services of new employees and directors necessary for the continued improvement
of operations, and to attract and retain the best possible personnel for service as employees,
officers and directors of Corporation. Accordingly, the Plan is designed to promote the interests
of Corporation and its stockholders, and, by facilitating stock ownership on the part of such
directors, officers and employees, to encourage them to acquire a proprietary interest in
Corporation and to remain in its employ and service.



     2. Definitions. The following meanings shall be ascribed to the terms set forth in
this Section:



     “Board” means the Board of Directors of Corporation.



     “Cause, as used in Section 12 of this Plan, means the engaging by a Participant in illegal
conduct that is materially and demonstrably injurious to the Corporation unless otherwise defined
in an agreement between Participant and the Corporation.



     “Change in Control” means the occurrence of any of the following:



          (a) The Corporation has actual knowledge that any person or entity other than the




          Corporation, a subsidiary of the Corporation, or any employee benefit plan sponsored by the
Corporation or subsidiary has acquired the beneficial ownership (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, of 25%
or more of the then outstanding Stock (other than upon conversion of any then outstanding
Convertible Preferred Stock);




          (b) A tender offer is made to acquire securities of the Corporation entitling the holders
thereof to 25% or more of the voting power to elect directors of the Corporation;




          (c) A solicitation subject to Rule 14a-11 under the Securities Exchange Act of 1934, as
amended (or any successor Rule) relating to the election or removal of 50% or more of the members
of the Board shall be made by any person or entity other than the Corporation;




          (d) Individuals who constitute the Board immediately prior to any meeting of stockholders (the
“Incumbent Board”) have ceased for any reason to constitute at least a majority thereof;




 









 








          (e) The stockholders of the Corporation shall approve a merger, consolidation, share exchange,
division or other reorganization of the Corporation as a result of which the stockholders of the
Corporation immediately prior to such transaction shall not hold, directly or indirectly,
immediately following such transaction 51% or more of the voting power to elect directors of (i)
the surviving or resulting corporation in the case of a merger or consolidation, (ii) the acquiring
corporation, in the case of a share exchange, or (iii) each surviving, resulting or acquiring
corporation which, immediately following such transaction, in the case of a division, holds more
than 15% of the consolidated assets of the Corporation immediately preceding such transaction; or




          (f) The stockholders of the Corporation shall approve a complete liquidation and dissolution
of the Corporation or the sale or other disposition of all or substantially all of the assets of
the Corporation other than to a wholly-owned subsidiary of the Corporation.




          Notwithstanding the occurrence of any of the foregoing, the Board may determine, if it deems
it to be in the best interest of the Corporation and consistent with a good faith interpretation of
this Plan, that an event or events otherwise constituting a Change of Control shall not be so
considered. Such determination shall be effective if it is made by the Board prior to the
occurrence of an event that otherwise would be or probably will lead to a Change in Control or
after such event if made by the Board a majority of which is composed of all directors who were
members of the Board immediately prior to the event that otherwise would be or probably will lead
to a Change in Control. Upon such determination, such event or events shall not be deemed to be a
Change in Control for any purposes under this Plan.




     “Change in Control Price” means the highest closing price per share paid for the purchase of
stock in a national securities market during the ninety day period preceding the date the Change in
Control occurs.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Committee” means the Committee or Committees chosen by the Board to administer the Plan, as
provided in Section 5(a) hereof.



     “Fair Market Value of Stock” means the closing price of the shares of Stock on a national
securities exchange on which it is principally traded on the day on which such value is to be
determined or, if no shares were traded on such day, on the next preceding day on which shares of
Stock were traded, as reported by the National Quotation Bureau, Inc. or other national quotation
service. If the shares are not traded on a national securities exchange but are traded in the
over-the-counter market, Fair Market Value of Stock means the closing “asked” price of the shares
in the over-the-counter market on the day on which such value is to be determined or, if such
“asked” price is not available, the last sales price on such day or, if no shares of Stock were
traded on such day, on the next preceding day on which shares of Stock were traded, as reported by
the National Association of Securities Dealers Automated Quotation System (NASDAQ) or other
national quotation service. If the Stock is traded neither on a national securities exchange nor
in the over-the-counter market, the Fair Market Value of Stock shall be determined based



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upon such factors as the Board or Committee, as applicable, shall reasonably deem appropriate,
including without limitation prices or values at which the Stock has most recently been issued to
third parties or redeemed or purchased from stockholders.




     “Incentive Stock Option” has the meaning ascribed in Section 422 of the Code.



     “Non-Employee Director” is defined in Section 5(a).



     “Non-Qualified Stock Option” means all Options which do not qualify as Incentive Stock Options
such as those granted to Non-Employee Directors.



     “Option” means an award of an Incentive Stock Option or Non-Qualified Stock Option pursuant to
this Plan.



     “Option Agreement” means the written instrument from the Committee to Participant describing
the terms of the Option.



     “Option Price” means the exercise price of an Option.



     “Option Stock” or “Stock” means the common stock of Corporation.



     “Participant” means a person to whom an Option has been granted.



     3. Effective Date of Plan; Term. The Plan is effective July 19, 2005, the date on
which the Board of the Corporation approved the Plan; provided, however, the Plan shall not be
effective and all Options granted pursuant to the Plan shall be null and void unless the Plan is
adopted by the shareholders of the Corporation within one year following the effective date. No
Options intended to be Incentive Stock Options may be granted after the tenth anniversary of the
effective date of the Plan.



     4. Shares Subject to the Plan. The aggregate number of shares of Stock available for
grant under the Plan is One Hundred Sixty-Five Thousand (165,000) subject to adjustments as
provided in Section 9 herein. The Committee may allocate the Options between Options which are
Incentive Stock Options and Options which are Non-Qualified Stock Options as the Committee
determines in its sole discretion. Stock issued pursuant to the Plan may be either authorized but
unissued shares or shares held in the treasury of Corporation. In the event that, prior to the end
of the period during which Options may be granted under the Plan, any Option under the Plan expires
unexercised or is terminated or surrendered without being exercised, in whole or in part, the
number of shares theretofore subject to such Option or the unexercised or terminated portion
thereof, shall be added to the remaining number of shares of Stock available for grant as an Option
under the Plan, including a grant to a former holder of such Option, upon such terms and conditions
as the Committee shall determine, which terms may be more or less favorable than those applicable
to such former Option.



     5. Administration of the Plan by the Committee.



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     (a) The Committee. The Plan shall be administered by the Committee, whose members shall be
appointed from time to time by, and shall serve at the pleasure of, the Board. The members of the
Committee shall be non-employee directors of the Corporation within the meaning of Rule 16b-3(b)(3)
of the United States Securities and Exchange Commission (or any successor rule) (“Non-Employee
Directors”). The Board, in its discretion, may appoint separate committees consisting of
Non-Employee Directors to administer the Incentive Stock Options and the Non-Qualified Stock
Options. No member of the Committee shall be liable for any action taken, or determination made,
hereunder in good faith. Service on the Committee shall constitute service as a director of
Corporation so that members of the Committee shall be entitled to indemnification and reimbursement
as directors of Corporation pursuant to its Charter and Bylaws. The Committee may take action only
upon the agreement of a majority of the entire Committee. Any action which the Committee takes
through a written instrument signed by a majority of its members shall be as effective as though
taken at a meeting duly called and held.



     (b) Powers of the Committee. Subject to the express provisions of the Plan, the Committee may
interpret the Plan, prescribe, amend and rescind rules and regulations relating to it and make all
determinations it deems necessary or advisable for the administration of the Plan. The powers of
the Committee shall include plenary authority to administer and interpret the Plan, and subject to
the provisions hereof, to determine the persons to whom Options shall be granted, the number of
shares subject to each Option, the terms and provisions of each Option, and the date on which
Options shall be granted. In making such determinations, the Committee may take into account the
nature of the services rendered by such Participants, or classes of Participants, their present and
potential contributions to Corporation’s success and such other factors as the Committee, in its
discretion, shall deem relevant. Any interpretation of Options intended to be Incentive Stock
Options shall be made in such a manner that they continue to be Incentive Stock Options.
Accordingly, the Committee shall determine, as soon as practicable after the effective date of the
Plan and at any time and from time to time thereafter, (i) the persons who are eligible, (ii) the
number of shares of Stock which an eligible person may purchase pursuant to an Option, (iii) the
price of each share of Stock subject to the Option and (iv) the terms on which each share of Stock
subject to the Option may be purchased.



     (c) Conclusiveness of Determinations. Any action taken by the Committee or by the Board with
respect to the implementation, interpretation, or administration of the Plan shall be final,
conclusive and binding. The Committee’s determinations under the Plan, including, without
limitation, determinations as to the persons to receive awards, the terms and provisions of such
awards and the agreements evidencing the same, need not be uniform and may be made by it
selectively among persons who receive or are eligible to receive awards under the Plan, whether or
not such persons are similarly situated.



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     6. Options.



     (a) Grant of Options. Incentive Stock Options and Non-Qualified Stock Options may be granted
under the Plan by the Committee for the purchase of Stock. Options shall be subject to such terms
and conditions, shall be exercisable at such times, and shall be evidenced by such form of written
option agreement between Participant and Corporation, as the Committee shall determine; provided,
that such determinations are not inconsistent with the other provisions of the Plan. The Committee
shall have authority to grant Options exercisable in whole or in part at any time during their
term. Option Agreements need not be identical.



     (b) Restrictions on the Grant of Incentive Stock Options. No Option intended to be an
Incentive Stock Option shall be granted to any person owning, within the meaning of Sections 422
and 424 of the Code, Stock of Corporation possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of Corporation unless the provisions of Section 7(a)
and (b) hereof are complied with. In any one calendar year, no individual shall receive Options to
purchase Stock under any plan of Corporation intended to be Incentive Stock Options to the extent
that the Stock subject to such Options exercisable for the first time by an individual during any
calendar year has an aggregate Fair Market Value (determined at the time the Options are granted)
in excess of $100,000.



     (c) Persons Eligible to Receive Options. The persons who shall be eligible to receive Options
granted hereunder intended to be Incentive Stock Options shall be those key employees and officers
of Corporation who are selected by the Committee from time to time. Persons designated by the
Committee who are eligible to receive Non-Qualified Options hereunder need not be employees of
Corporation, and generally will be non-employee directors or advisory directors of Corporation. A
Participant may hold more than one Option. The Committee shall determine the terms for payment by
each Participant for his shares of Option Stock. Such terms shall be set forth in the Option
Agreement. The terms for payment so set by the Committee may vary from one Participant to another.



     7. Terms and Exercise of Options.



     (a) Option Price. The Option Price to be paid by Participant to Corporation upon exercise of
the Option shall be determined by the Committee on the date of the grant of the Option and shall be
set forth in the Option Agreement. No Option shall have an Option Price less than the Fair Market
Value of the Stock on the date of the grant. If any Option intended to be an Incentive Stock Option
is granted to any person holding Stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of Corporation, the Option Price shall be not less than one
hundred ten percent (110%) of the Fair Market Value of the Stock on the date of the grant.



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     (b) Term. Each Option granted under the Plan shall be exercisable only during a term
commencing on the date when the Option was granted and ending (unless the Option shall have
terminated earlier under other provisions of the Plan) on a date to be fixed by the Committee, but
not later than ten (10) years from the date of grant in the case of any Option intended to be an
Incentive Stock Option, subject to the following limitations:



     (i) any Option intended to be an Incentive Stock Option which is granted to any person
possessing more than ten percent (10%) of the total combined voting power of all classes of stock
of Corporation shall be exercisable not later than five (5) years from the date of grant; and



     (ii) any Option intended to be an Incentive Stock Option may not be exercisable more than
three (3) months after Participant ceases to be an employee of Corporation.



     (c) Death or Disability. Upon the death or disability (within the meaning of Section 22(e)(3)
of the Code) of a Participant holding a Non-Qualified Stock Option, in the absence of terms in the
Option Agreement to the contrary, the Option may be exercised, to the extent not previously
exercised, by Participant’s legal representative, the legatees of the Option under Participant’s
Will or the distributees of the Option under the applicable laws of descent and distribution until
the Termination Date, but only to the extent that the Option would otherwise have been exercisable
by Participant. Upon the death of a Participant holding an Incentive Stock Option, in the absence
of terms in the Option Agreement to the contrary, the Option may be exercised, to the extent not
previously exercised, by Participant’s legal representative, the legatees of the Option under
Participant’s Will or the distributees of the Option under the applicable laws of descent and
distribution until the Termination Date, but only to the extent that the Option would otherwise
have been exercisable by Participant. Upon the disability of a Participant holding an Incentive
Stock Option, the Option may be exercised by Participant or Participant’s legal representative, to
the extent not previously exercised, until the earlier of the termination date for such Option or
the date occurring one year from the date of the termination of Participant’s employment due to
disability.



     (d) Exercise of Options. Options shall be exercised by delivering or mailing to the Committee
(i) a notice and “investment letter” in the form prescribed by the Committee, specifying the number
of shares to be purchased; and (ii) check payable to Corporation or such other medium of payment as
the Committee shall approve, in an amount equal to the Option Price plus any withholding tax
required by law as determined by Corporation. Upon receipt of each of the foregoing, Corporation
shall promptly deliver to Participant a certificate or certificates for the Stock purchased,
without charge to Participant for issue or transfer tax. The stock certificate may, at the request
of Participant, be issued in Participant’s name and the name of another person as joint tenants
with the right of survivorship, provided that any restrictions upon such Stock shall apply equally
to such joint tenant. In the event that such shares are not registered under the Securities Act of
1933, such certificates shall bear the following legend:




THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES ACT (“STATE



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ACTS”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH SHARES ARE REGISTERED UNDER SUCH
ACT AND EACH RELEVANT STATE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO CORPORATION IS OBTAINED TO
THE EFFECT THAT SUCH REGISTRATION IS NOT NECESSARY.



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     (e) Transferability of Options. No Option may be transferred, assigned, pledged or
hypothecated (whether by operation of law or otherwise), except that an Option may be transferred
upon the death of a Participant as provided by Participant’s Will or the applicable laws of descent
or distribution. No Option shall be subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other disposition of an Option, or levy of
attachment or similar process upon the Option not specifically permitted herein shall be null and
void and without effect. Notwithstanding the provisions of this Section, a Participant, at any
time prior to his death, may assign all or any portion of a Non-Qualified Stock Option to (i) his
spouse or lineal descendant, (ii) the trustee of a trust for the primary benefit of his spouse and
lineal descendant, (iii) a partnership of which his spouse and lineal descendants are the only
partners, or (iv) a tax exempt organization as described in Section 501(c)(3) of the Code. In such
event, the permitted transferee will be entitled to all of the rights of Participant with respect
to the assigned portion of such Non-Qualified Stock Option, and such portion of the Non-Qualified
Stock Option will continue to be subject to all of the terms, conditions and restrictions
applicable to the Option, as set forth herein and in the related Option Agreement, immediately
prior to the effective date of the assignment. Any such assignment will be permitted only if (i)
Participant does not receive any consideration therefore, and (ii) the assignment is expressly
permitted by the applicable Option Agreement, as approved by the Committee. Any such assignment
shall be evidenced by a written document executed by Participant, and a copy thereof shall be
delivered to Corporation prior to the assignment.



     (f) Obligation to Exercise Option. The granting of an Option shall impose no obligation upon
a Participant to exercise such Option.



     8. Participant’s Rights. No person shall have the rights of a stockholder by virtue
of an Option except with respect to Stock actually issued to the stockholder, and issuance of Stock
shall confer no retroactive rights to dividends. Nothing in the Plan or any Option Agreement
entered into pursuant to the Plan shall confer upon any Participant the right to continue as a
member of the Board of Corporation or affect any right which Corporation may have to remove such
Participant as a director of Corporation. Nothing in this Plan or in any Option Agreement shall
confer upon any employee any right to continue in the employ of Corporation or interfere in any way
with the right of Corporation to terminate his employment at any time.



     9. Adjustments. In the event of the declaration of any stock dividend on the Stock or
in the event of any reorganization, merger, consolidation, acquisition, separation,
recapitalization, split-up, combination or exchange of shares of Stock, or like adjustment, the
number of shares of Stock and the class of shares of Stock available pursuant to the Plan, and the
Option Prices, shall be adjusted by appropriate changes in the Plan and in any Option Agreement
outstanding pursuant to the Plan. Any such adjustment to the Plan or to Option Agreements or
Option Prices shall be made by action of the Committee, whose determination shall be conclusive;
provided, however, that each Option granted pursuant to the Plan intended to be an Incentive Stock
Option shall be so adjusted as to continue to qualify as an Incentive Stock Option.
Notwithstanding the foregoing, in the event of such a reorganization, merger, consolidation,
acquisition, separation, recapitalization, split-up, combination or exchange of shares of stock, or
like adjustment which results in substantially all the shares of the Stock of



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Corporation being exchanged for, or converted into cash or other property, the Committee shall have
the right to terminate the Plan as of the date of the exchange or conversion in which case the
Options shall convert into the right to receive such cash or property net of the exercise price of
the Options.




     10. Termination, Suspension or Amendment of Plan. The Committee may at any time
terminate, suspend or amend the Plan, except that the Committee shall not, without the
authorization of the holders of a majority of the Stock voted at a stockholders’ meeting duly
called and held, change any provisions (other than those adjustments for changes in capitalization
as hereinbefore provided) which determine (a) the aggregate number of shares for which Options may
be granted under the Plan or to any person; (b) the classes of persons eligible for Options; or (c)
the duration of the Plan.



     11. Postponement of Exercise. The Committee may postpone any exercise of a Option for
such time as the Committee may deem necessary in order to permit Corporation (i) to effect, amend
or maintain any necessary registration of the Plan or the shares of Stock issuable upon the
exercise of an Option under the Securities Act of 1933, as amended, or the securities laws of any
applicable jurisdiction, (ii) to permit any action to be taken in order to (A) list such shares of
Stock on a stock exchange if shares of Stock are then listed on such exchange or (B) comply with
restrictions or regulations incident to the maintenance of a public market for its shares of Stock,
including any rules or regulations of any stock exchange on which the shares of Stock are listed,
or (iii) to determine that such shares of Stock and the Plan are exempt from such registration or
that no action of the kind referred to in (ii)(B) above needs to be taken; and Corporation shall
not be obligated by virtue of any terms and conditions of any Option Agreement or any provision of
the Plan to recognize the exercise of an Option or to sell or issue shares of Stock in violation of
the Securities Act of 1933 or the law of any government having jurisdiction thereof. Any such
postponement shall not extend the terms of an Option and neither Corporation nor its directors or
officers shall have any obligation or liability to any Participant or to any other person with
respect to any shares of Stock as to which the Option shall lapse because of such postponement.



     12. Changes in Control.



     (a) Change in Control Followed by Employment Termination. In the event that a Change in
Control shall occur and an employee Participant’s employment shall terminate within twelve months
after the Change in Control (except as provided in the next sentence), then (i) all unexercised
Options (whether or not vested or then exercisable) shall automatically become one hundred percent
vested and exercisable immediately, (ii) no other terms, conditions, restrictions or limitations
shall be imposed upon any of such Options after such date, and in no circumstance shall an Option
be forfeited on or after such date and (iii) all such Options shall be valued on the basis of the
greater of the Change in Control Price or the Fair Market Value on the date of such termination,
and such value shall promptly be paid to such Participant in cash by the Corporation or its
successor. The foregoing shall not apply if employment termination is due to (i) death, (ii)
disability entitling the Participant to benefits under the Corporation’s or its successor’s
long-term disability plan, (iii) Cause or (iv) resignation (other than (A) resignation from a
declined reassignment to a job that is not reasonably equivalent in responsibility or compensation
or that



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is not in the same geographic area, or (B) resignation within 30 days following a reduction in base
pay).




     (b) Automatic Acceleration and Cash-Out. Upon a Change in Control that results directly or
indirectly in the Stock (or the stock of any successor to the Corporation received in exchange for
Stock) ceasing to be publicly traded in a national securities market, (i) all unexercised Options
(whether or not vested) shall automatically become one hundred percent vested and exercisable
immediately, (ii) no other terms, conditions, restrictions or limitations shall be imposed on any
such Options after such date, and in no circumstances shall an Option be forfeited on or after such
date, and (iii) all such Options shall be valued on the basis of the Change in Control Price, and
such value shall promptly be paid to the Participants in cash by the Company or its successor.



     (c) Miscellaneous. Upon a Change in Control, no action, including, without limitation, the
amendment, suspension or termination of the Plan, shall be taken that would adversely affect the
rights of any Participant or the operation of the Plan with respect to any Option to which a
Participant may have become entitled hereunder on or prior to the date of the Change in Control or
to which such Participant may become entitled as a result of such Change in Control.



     (d) Section 16 Insiders. Notwithstanding anything to the contrary herein, any Participant who
is subject to the reporting requirements of the Exchange Act with respect to the Corporation, who
on the date of the Change in Control holds Options that have been outstanding for a period of less
than six months from their date of grant, shall not be paid the consideration described in Section
12(b) above until the first day next following the end of such six-month period.



     13. Application of Proceeds. The proceeds received by Corporation from the sale of
its Stock under the Plan shall be used for general corporate purposes.



     14. Elimination of Fractional Shares. If under any provision of the Plan that
requires a computation of the number of shares of Stock subject to an Option, the number so
computed is not a whole number of shares of Stock, such number of shares of Stock shall be rounded
down to the next whole number.



     15. Validity. In the event that any provision of the Plan or any related agreement is
held to be invalid, void or unenforceable, the Board shall have the right to declare the entire
Plan void and unenforceable, taking such action as shall be deemed to be in the best interest of
the stockholders of Corporation.



     16. Titles. Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of the Plan.



     17. Governing Law. All questions pertaining to the validity, construction and
administration of the Plan and Options granted hereunder shall be determined in conformity with the
laws of the State of Tennessee.



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	 	PRIMETRUST BANK

 	 
	 	By:  	 	 
	 	 	Gary L. Scott, Chairman 	 
	 	 	and Chief Executive Officer 	 
	 



Approved by the Board of Directors: July 19, 2005




Approved by the Shareholders: April ___, 2006





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