Exhibit 10.14


 


ATLANTIC SOUTHERN FINANCIAL GROUP, INC.


RESTRICTED STOCK AWARD


 


This
RESTRICTED STOCK AWARD (the “Award”) is made and entered into as of the 30th day of March, 2010 by and between
Atlantic Southern Financial Group, Inc. (the “Company”), a Georgia
corporation, and Edward P. Loomis, Jr. (the “Employee”).


 


Upon and
subject to the Additional Terms and Conditions attached hereto and incorporated
herein by reference as part of this Award, the Company hereby awards as of the
Grant Date to the Employee the Restricted Shares described below in
consideration of the services rendered and/or to be rendered to the Employee by
virtue of the Employee’s employment relationship with the Company (including
any affiliate thereof).


 


A.            Grant Date: 
March 30, 2010.


 


B.            Restricted Shares:  68,965 shares of the Company’s common stock (“Common
Stock”).


 


C.            Vesting: 
The Restricted Shares shall become vested, as and to the extent the
Service Condition, as specified below, is satisfied.


 


	
   

  	
   

  	
  Percentage of Restricted Shares

  	
   

  
	
  Years of Vesting Service

  	
   

  	
  which are Vested Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less than 1

  	
   

  	
  0

  	
  %

  
	
  1, but less than 2

  	
   

  	
  25

  	
  %

  
	
  2, but less than 3

  	
   

  	
  50

  	
  %

  
	
  3, but less than 4

  	
   

  	
  75

  	
  %

  
	
  4 or more

  	
   

  	
  100

  	
  %

  



 


The Employee shall receive
one Year of Vesting Service for each full consecutive one-year period of
continuous service during the period beginning with the Grant Date and ending
on the date the Employee ceases to provide services to the Company (including
any affiliate), regardless of the reason.


 


Notwithstanding the
foregoing, the Service Condition will be deemed satisfied as to all of the
Restricted Shares if the Employee provides continuous service to the Company
and/or any affiliate from the Grant Date through the date of any of the earlier
events listed below:


 


(a)           in the event of (i) an
involuntary and complete termination of the Employee’s services as an employee
for the Company (and its affiliates), other than for Cause; or (ii) a
termination of the Employee’s services as an employee for the Company (and its
affiliates) due to either death or Disability; or


 


(c)           the effective date of a
Change in Control.


 


The Restricted Shares which
have satisfied (or are deemed to have satisfied) the Service Condition are
herein referred to as the “Vested Shares.” 
Any portion of the Restricted Shares which have not become Vested Shares
in accordance with this Paragraph C. before or at the time 


 

















 


the Employee ceases to be an
employee of the Company (including any affiliate), regardless of the reason,
shall be forfeited.


 


IN
WITNESS WHEREOF, the Company and Employee have signed this Award as of the
Grant Date set forth above.


 


	
   

  	
  ATLANTIC SOUTHERN
  FINANCIAL

  	
   

  	
   

  
	
   

  	
  GROUP, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William A. Fickling, III

  	
   

  	
  /s/ Edward P. Loomis

  
	
   

  	
   

  	
   

  	
   

  	
  Employee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman

  	
   

  	
   

  



 


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ADDITIONAL
TERMS AND CONDITIONS OF


ATLANTIC
SOUTHERN FINANCIAL GROUP, INC.


RESTRICTED
STOCK AWARD


 


1.             Condition to Delivery of Performance Shares.


 


(a)           Employee must deliver to the
Company, within two (2) business days after the earlier of (i) the
date (the “Vesting Date”) on which any Restricted Shares become Vested Shares,
or (ii) the date the Employee makes an election pursuant to Section 83(b) of
the Internal Revenue Code as to all or any portion of the Restricted Shares,
either cash or a certified check payable to the Company in the amount of all
tax withholding obligations (whether federal, state or local) imposed on the
Company by reason of the vesting of the Restricted Shares, or the making of an
election pursuant to Section 83(b) of the Internal Revenue Code, as
applicable, except as provided in Section 1(b).


 


(b)           If the Employee does not
make an election pursuant to Section 83(b) of the Internal Revenue
Code, in lieu of paying the withholding tax obligations in cash or by certified
check as required by Section 1(a), Employee may elect (the “Withholding
Election”) to have the actual number of shares of Common Stock that become
Vested Shares reduced by the smallest number of whole shares of Common Stock
which, when multiplied by the Fair Market Value of the Common Stock determined
by the closing price for the Common Stock on the last business day immediately
preceding the applicable Vesting Date, is sufficient to satisfy the amount of
the tax withholding obligations imposed on the Company by reason of the vesting
of the Restricted Shares on the applicable Vesting Date.  Employee may make a Withholding Election only
if all of the following conditions are met:


 


(i)            the Withholding Election
must be made on or prior to the Vesting Date by executing and delivering to the
Company a properly completed Notice of Withholding Election, in substantially
the form of Exhibit A attached hereto; and


 


(ii)            any Withholding Election
made will be irrevocable; however, the Board of Directors may, in its sole
discretion, disapprove and give no effect to any Withholding Election.


 


(c)           Unless and until the
Employee provides for the payment of the tax withholding obligations in
accordance with the provisions of this Section 1, the Company shall have
no obligation to deliver any of the Vested Shares and may take any other
actions necessary to satisfy such obligations, including withholding of
appropriate sums from other amounts payable to the Employee.  At the request of the Employee, the Board of
Directors may authorize the Company to participate in such arrangements between
the Employee and a broker, dealer or other “creditor” (as defined by Regulation
T issued by the Board of Governors of the Federal Reserve System) acting on
behalf of the Employee for the receipt from such broker, dealer or other “creditor”
of cash by the Company in an amount necessary to satisfy the Employee’s tax
withholding obligations in exchange for delivery of a number of Vested Shares
directly to the broker, dealer or other “creditor” having a value equal to the
cash delivered.


 


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2.             Issuance of Restricted Shares.


 


(a)           The Company shall issue the
Restricted Shares as of the Grant Date in either manner described below, as
determined by the Board of Directors in its sole discretion:


 


(i)            by the issuance of share
certificate(s) evidencing Restricted Shares to the Secretary of the
Company or such other agent of the Company as may be designated by the Board of
Directors or the Secretary (the “Share Custodian”); or


 


(ii)           by documenting the issuance
in uncertificated or book entry form on the Company’s stock records.


 


Evidence of the Restricted
Shares either in the form of share certificate(s) or book entry, as the
case may be, shall be held by the Company or Share Custodian, as applicable,
until the Restricted Shares become Vested Shares in accordance with the Vesting
Schedule.


 


(b)           When the Restricted Shares
become Vested Shares, the Company or the Share Custodian, as the case may be,
shall deliver the Vested Shares to the Employee or, at the Company’s election,
to a broker designated by the Company (the “Designated Broker”) by either
physical delivery of the share certificate(s) or book entry transfer, as
applicable, for the benefit of an account established in the name of the
Employee, in either case, after, to the extent applicable, payment by the
Employee of the tax withholding obligations pursuant to Section 1(a) and/or
reduced by any Vested Shares withheld and returned to the Company pursuant to Section 1(b) above
or delivered to a broker, dealer or other “creditor” as contemplated by Section 1(c) above
(such reduced number of Vested Shares are referred to in this Section 2(b) as
the “Net Vested Shares”).  If the number
of Vested Shares includes a fraction of a share, neither the Company nor the
Share Custodian shall be required to deliver the fractional share to the
Employee, and the Company shall pay the Employee the amount determined by the
Company to be the estimated Fair Market Value therefor.  At any time after receipt by the Designated
Broker, the Employee may require that the Designated Broker deliver the Net
Vested Shares to the Employee pursuant to such arrangements or agreements as
may exist between the Designated Broker and the Employee.


 


(c)           In the event that the
Employee forfeits any of the Restricted Shares, the Company shall cancel the
issuance on its stock records and, if applicable, the Share Custodian shall
promptly deliver the share certificate(s) representing the forfeited
shares to the Company.


 


(d)           Employee hereby irrevocably
appoints the Share Custodian, and any successor thereto, as the true and lawful
attorney-in-fact of Employee with full power and authority to execute any stock
transfer power or other instrument necessary to transfer any Restricted Shares
to the Company in accordance with this Award, in the name, place, and stead of
the Employee.  The term of such
appointment shall commence on the Grant Date of this Award and shall continue
until the last of the Restricted Shares are delivered to the Employee as Net
Vested Shares or are returned to the Company as forfeited Restricted Shares or
as Vested Shares withheld and returned to the Company pursuant to Section 1(b),
as provided by the applicable terms of this Award.


 


(e)           Unless and until the
Restricted Shares become Vested Shares, the Employee shall be entitled to all
rights applicable to holders of shares of Common Stock including, without


 


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limitation, the right to
vote such shares and to receive dividends or other distributions thereon as
provided by Section 3, except as otherwise expressly provided in this
Award.


 


(f)            In the event the number of
shares of Common Stock is increased or reduced as a result of a subdivision or
combination of shares of Common Stock or the payment of a stock dividend or any
other increase or decrease in the number of shares of Common Stock or other
transaction such as a merger, reorganization or other change in the capital
structure of the Company, the Employee agrees that any certificate representing
shares of Common Stock or other securities of the Company issued as a result of
any of the foregoing shall be delivered to the Share Custodian or recorded in
book entry form, as applicable, and shall be subject to all of the provisions
of this Award as if initially granted hereunder.


 


3.             Acknowledgement by Employee
of Tax Election Opportunity.  Employee acknowledges that the award of the
Restricted Shares constitutes a transfer of property for federal income tax
purposes under Section 83 of the Internal Revenue Code and that the
Employee shall have the sole responsibility for determining whether to elect
early income tax treatment by making an election permitted under Subsection (b) of
Section 83 of the Internal Revenue Code and the sole responsibility for
effecting any such election in an appropriate and on a timely basis.


 


4.             Dividends.  The Employee shall be entitled to dividends
or other distributions paid or made on Restricted Shares but only as and when
the Restricted Shares to which the dividends or other distributions are
attributable become Vested Shares. 
Dividends paid on Restricted Shares will be held by the Company and
transferred to the Employee, without interest, on such date as the Restricted
Shares become Vested Shares.  Dividends
or other distributions paid on Restricted Shares that are forfeited shall be
retained by the Company.


 


5.             Restrictions on Transfer of
Restricted Shares.


 


(a)           General
Restrictions.  Except as
provided by this Award, the Employee shall not have the right to make or permit
to exist any transfer or hypothecation, whether outright or as security, with
or without consideration, voluntary or involuntary, of all or any part of any
right, title or interest in or to any Restricted Shares.  Any such disposition not made in accordance
with this Award shall be deemed null and void. 
The Company will not recognize, or have the duty to recognize, any
disposition not made in accordance with this Award, and any Restricted Shares
so transferred will continue to be bound by this Award.  The Employee (and any subsequent holder of
Restricted Shares) may not sell, pledge or otherwise directly or indirectly
transfer (whether with or without consideration and whether voluntarily or
involuntarily or by operation of law) any interest in or any beneficial
interest in any Restricted Shares except pursuant to the provisions of this
Award.  Any sale, pledge or other
transfer (or any attempt to effect the same) of any Restricted Shares in
violation of any provision of this Award shall be void, and the Company shall
not record such transfer, assignment, pledge or other disposition on its books
or treat any purported transferee or pledgee of such Restricted Shares as the owner
or pledgee of such Restricted Shares for any purpose.


 


(b)           Certain Permitted Transfers.  The restrictions contained in this Section 5
will not apply with respect to transfers of the Restricted Shares pursuant to
applicable laws of descent and distribution; provided
that the restrictions contained in this Section 5 will continue to be
applicable to the Restricted Shares after any such transfer; and provided further that the transferee(s) of such
Restricted Shares must agree in writing to be bound by the provisions of this
Award.


 


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6.             Additional Restrictions on
Transfer.


 


(a)           Certificates
evidencing the Restricted Shares shall have noted conspicuously on the
certificate a legend required under applicable securities laws in addition to
any legends other legend(s) as the Company deems appropriate and the
Employee shall not make any transfer of the Restricted Shares without first
complying with the restrictions on transfer described in such legend.  Such legends may include the following:


 


TRANSFER
IS RESTRICTED


 


THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”) OR APPLICABLE STATE SECURITIES LAW (THE “STATE
ACTS”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT, THE STATE ACTS AND ANY
OTHER APPLICABLE SECURITIES LAWS UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH
OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION OR
IS OTHERWISE IN COMPLIANCE WITH THE ACT, THE STATE ACTS AND ANY OTHER
APPLICABLE SECURITIES LAWS.


 


THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT
TO RESTRICTIONS ON TRANSFER AND FORFEITURE PROVISIONS WHICH ALSO APPLY TO THE
TRANSFEREE AS SET FORTH IN A RESTRICTED STOCK AWARD, DATED MARCH 30, 2010, COPIES OF WHICH ARE AVAILABLE FROM THE
COMPANY.


 


(b)           Opinion of Counsel.  No holder of Restricted Shares may sell,
transfer, assign, pledge or otherwise dispose of (whether with or without
consideration and whether voluntarily or involuntarily or by operation of law)
any interest in or any beneficial interest in any Restricted Shares, except (i) pursuant
to an effective registration statement under the Securities Act or (ii) in
a transaction that fully complies with Rule 144, without first delivering
to the Company an opinion of counsel (reasonably acceptable in form and
substance to the Company) that neither registration nor qualification under the
Securities Act and applicable state securities laws is required in connection
with such transfer.


 


7.             Change in Capitalization.


 


(a)           The number and
kind of Restricted Shares shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a
subdivision or combination of shares or the payment of a stock dividend in
shares of Common Stock to holders of outstanding 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.  No fractional shares shall be issued in
making such adjustment.  All adjustments
made by the Board of Directors under this Section shall be final, binding,
and conclusive.


 


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(b)           In the event of a merger,
consolidation, extraordinary dividend (including a spin-off), reorganization,
recapitalization, sale of substantially all of the Company’s assets, other
change in the capital structure of the Company, tender offer for shares of
Common Stock or a Change in Control, an appropriate adjustment may be made with
respect to the Restricted Shares such that other securities, cash or other
property may be substituted for the Common Stock held by Share Custodian or
recorded in book entry form pursuant to this Award.


 


(c)           The existence of the Award
shall not affect 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 part of its business or assets, or any other
corporate act or proceeding.


 


8.             Governing Laws.  This Award shall be construed, administered
and enforced according to the laws of the State of Georgia; provided, however,
no Restricted Shares shall be issued except, in the reasonable judgment of the
Board of Directors, in compliance with exemptions under applicable state
securities laws of the state in which the Employee resides, and/or any other
applicable securities laws.


 


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


 


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.  Notices sent to the Company shall be
addressed to the attention of the Secretary of the Company.


 


11.           Severability.  In the event that any one or more of the
provisions or portion thereof contained in this Award 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 this Award, and this
Award shall be construed as if the invalid, illegal or unenforceable provision
or portion thereof had never been contained herein.


 


12.           Entire Agreement.  This Award expresses the entire understanding
and agreement of the parties with respect to the subject matter.  This Award may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.


 


13.           Headings and Capitalized
Terms.  Paragraph headings used herein
are for convenience of reference only and shall not be considered in construing
this Award.  Capitalized terms used, but
not defined, in this Award shall have the meaning ascribed to them in Section 16.


 


14.           Specific Performance.  In the event of any actual or threatened
default in, or breach of, any of the terms, conditions and provisions of this
Award, 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.


 


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15.           No Right to Continued
Service Relationship.  The grant
of the Restricted Shares made pursuant to this Award shall not be construed as
giving Employee the right to any continued service relationship with the
Company or any affiliate of the Company.


 


16.           Special Definitions.  For purposes of this Award, the following
terms shall have the meanings ascribed to them herein, as follows:


 


(a)           The term “Board of Directors”
means the Board of Directors of the Company.


 


(b)           The term “Cause” shall have
the same meaning given to the same term in the Employment Agreement between the
parties as may be in effect from time to time; provided, however, if any such
Employment Agreement ceases to exist, then the term shall have the same meaning
given the same term the last time such term was used in any such Employment
Agreement.


 


(c)           The term “Change in Control”
means, following the Grant Date,  the
acquisition by any one person, or more than one person acting as a group (other
than any person or more than one person acting as a group who is considered to
own more than fifty percent (50%) of the total voting power of the Company or
Atlantic Southern Bank (the “Bank”) prior to such acquisition) of stock of the
Company or the Bank that, together with stock held by such person or group,
constitutes more than fifty percent (50%) of the total voting power of the
stock of the Company or the Bank (as applicable).  Notwithstanding the foregoing, no Change in
Control shall be deemed to have occurred for purposes of this Subsection (c) by
reason of a merger, consolidation, reorganization or other transaction as to
which the holders of the capital stock of the Company before the transaction
continue after the transaction to hold, directly or indirectly through a
holding company or otherwise, shares of capital stock of the Company (or other
surviving company) representing more than fifty percent (50%) of the value or
ordinary voting power to elect directors of the capital stock of the Company
(or other surviving company).  For
purposes of this Subsection (c), persons will be considered to be acting as a
group if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business
transaction with the Company.


 


(d)           The term “Disability” means
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous
period of not less than twelve (12) months that results in Employee (i) being
unable to engage in any substantial gainful activity; or (ii) receiving
income replacement benefits for a period of not less than three (3) months
under the Bank’s long-term disability plan covering the Employee.  The determination of whether the Employee is
subject to a Disability shall be made by the Company.


 


(e)           The term “Fair Market Value”
means the fair market value of a share of Common Stock as determined by the
Board of Directors taking into account such facts and circumstances deemed to
be material by the Board of Directors to the value of the Common Stock in the
hands of the Employee.


 


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EXHIBIT A


 


NOTICE OF WITHHOLDING ELECTION


ATLANTIC
SOUTHERN FINANCIAL GROUP, INC.


RESTRICTED
STOCK AWARD


 


	
  TO:

  	
   

  	
  Atlantic Southern
  Financial Group, Inc.

  
	
   

  	
   

  	
   

  
	
  FROM:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  RE:

  	
   

  	
  Withholding Election

  



 


This election relates to the
Restricted Stock Award identified in Paragraph 3 below. I hereby certify that:


 


(1)             My correct name and social security number and my current address are set
forth at the end of this document.


 


(2)             I am (check one, whichever is applicable).


 


o            the original recipient of the Restricted Stock
Award.


 


o            the legal representative of
the estate of the original recipient of the Restricted Stock Award.


 


o            a legatee of the original
recipient of the Restricted Stock Award.


 


o            the legal guardian of the
original recipient of the Restricted Stock Award.


 


(3)             The Resticted Stock Award pursuant to which this election relates was
issued in the name of Edward P. Loomis, Jr. for a total of 68,965 shares
of Common Stock. This election relates to             
shares of Common Stock to be delivered upon the vesting of a portion of the
Restricted Shares, provided that the numbers set forth above shall be deemed
changed as appropriate to reflect stock splits and other adjustments
contemplated by the Restricted Stock Award.


 


(4)             I hereby elect to have certain of the Vested Shares withheld and returned
to the Company, rather than delivered to me, for the purpose of having the
value of such shares applied to pay minimum required federal, state and local,
if any, tax withholding obligations arising from the vesting event.


 


The fair
market value of the Vested Shares to be withheld and returned to the Company
shall be equal to the minimum statutory tax withholding requirements under
federal, state and local law in connection with the vesting event, reduced by
the amount of any cash or certified check payment tendered by me to the Company
in partial payment of such tax withholding obligations.


 


(5)             I understand that this Withholding Election is made prior to the Vesting
Date and is otherwise timely made pursuant to Section 1 of the Restricted
Stock Award.


 


(6)             I further understand that, if this Withholding Election is not disapproved
by the Board of Directors, the Company shall withhold from the Vested Shares a
whole number of shares of Common Stock having the value specified in Paragraph
4 above.


 


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(7)             I have read and understand the provisions of the Restricted Stock Award
and I have no reason to believe that any of the conditions therein to the
making of this Withholding Election have not been met. Capitalized terms used
in this Notice of Withholding Election without definition shall have the
meanings given to them in the Restricted Stock Award.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  City, State, Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Social Security Number

  	
   

  



 


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