Exhibit 10.1 Cavalry Bancorp, Inc. 1999 Stock Option Plan


    Exhibit
      10.1

    


    CAVALRY
      BANCORP, INC. 1999 STOCK OPTION PLAN 

    


    	1.  	
            Plan
              Purpose. The purpose of the Plan is to promote the long-term interests
              of
              the Corporation and its stockholders by providing a means for attracting
              and retaining directors, emeritus directors and employees of the
              Corporation and its Affiliates.

          


    	2.  	
            Definitions.
              The following definitions are applicable to the
              Plan:

          


    


    "Affiliate"
      -- means any "parent corporation" or "subsidiary corporation" of the
      Corporation, as such terms are defined in Section 424(e) and (f), respectively,
      of the Code.

    


    "Award"
      -- means the grant by the Committee of an Incentive Stock Option, a
      Non-Qualified Stock Option, a Right, or any combination thereof, as provided
      in
      the Plan.

    


    "Award
      Agreement" -- means the agreement evidencing the grant of an Award made under
      the Plan.

    


    "Board"
      -- means the board of directors of the Corporation. 

    


    "Cause"
      -- means Termination of Service by reason of personal dishonesty, incompetence,
      willful misconduct, breach of fiduciary duty involving personal profit,
      intentional failure to perform stated duties or gross negligence. 

    


    "Code"
      --
      means the Internal Revenue Code of 1986, as amended. 

    


    "Committee"
      -- means the Committee referred to in Section 3 hereof. 

    


    "Corporation"
      -- means Cavalry Bancorp, Inc., a Tennessee corporation, and any successor
      thereto. 

    


    "Incentive
      Stock Option" -- means an option to purchase Shares granted by the Committee
      which is intended to qualify as an incentive stock option under Section 422(b)
      of the Code. Unless otherwise set forth in the Award Agreement, any Option
      which
      does not qualify as an Incentive Stock Option for any reason shall be deemed
      ab
      initio to be a Non-Qualified Stock Option.

    


    "Market
      Value" -- means the average of the high and low quoted sales price on the date
      in question (or, if there is no reported sale on such date, on the last
      preceding date on which any reported sale occurred) of a Share on the Composite
      Tape for New York Stock Exchange-Listed Stocks, or, if on such date the Shares
      are not quoted on the Composite Tape, on the New York Stock Exchange, or if
      the
      Shares are not listed or admitted to trading on such Exchange, on the principal
      United States securities exchange registered under the Securities Exchange
      Act
      of 1934 (the "Exchange Act") on which the Shares are listed or admitted to
      trading, or, if the Shares are not listed or admitted to trading on any such
      exchange, the mean between the closing high bid and low asked quotations with
      respect to a Share on such date on the Nasdaq Stock Market, or any similar
      system then in use, or, if no such quotations are available, the fair market
      value on such date of a Share as the Committee shall determine.



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    "Non-Qualified
      Stock Option" -- means an option to purchase Shares granted by the Committee
      which does not qualify, for any reason, as an Incentive Stock Option.


    


    "Option"
      -- means an Incentive Stock Option or a Non-Qualified Stock Option. A-1 _


    


    "Participant"
      -- means any director, emeritus director or employee of the Corporation or
      any
      Affiliate who is selected by the Committee to receive an Award. 

    


    "Plan"
      --
      means this Cavalry Bancorp, Inc. 1999 Stock Option Plan. 

    


    "Related"
      -- means (i) in the case of a Right, a Right which is granted in connection
      with, and to the extent exercisable, in whole or in part, in lieu of, an Option
      or another Right and (ii) in the case of an Option, an Option with respect
      to
      which and to the extent a Right is exercisable, in whole or in part, in lieu
      thereof. 

    


    "Right"
      -- means a stock appreciation right with respect to Shares granted by the
      Committee pursuant to the Plan. 

    


    "Shares"
      -- means the shares of common stock of the Corporation. 

    


    "Termination
      of Service" -- means cessation of service, for any reason, whether voluntary
      or
      involuntary, so that the affected individual is not either (i) an employee
      of
      the Corporation or any Affiliate for purposes of an Incentive Stock Option,
      or
      (ii) a director, emeritus director or employee of the Corporation or any
      Affiliate for purposes of any other Award. 

    


    	3.  	
            Administration.
              The Plan shall be administered by a Committee consisting of two or
              more
              members of the Board, each of whom (i) shall be an "outside director,"
              as
              defined under Section 162(m) of the Code and the Treasury regulations
              thereunder, and (ii) shall be a "non-employee director," as defined
              under
              Rule 16(b) of the Securities Exchange Act of 1934 or any similar or
              successor provision. The members of the Committee shall be appointed
              by
              the Board. Except as limited by the express provisions of the Plan
              or by
              resolutions adopted by the Board, the Committee shall have sole and
              complete authority and discretion to (i) select Participants and grant
              Awards; (ii) determine the number of Shares to be subject to types
              of
              Awards generally, as well as to individual Awards granted under the
              Plan;
              (iii) determine the terms and conditions upon which Awards shall be
              granted under the Plan; (iv) prescribe the form and terms of Award
              Agreements; (v) establish from time to time regulations for the
              administration of the Plan; and (vi) interpret the Plan and make all
              determinations deemed necessary or advisable for the administration
              of the
              Plan. 

          


    


    A
      majority of the Committee shall constitute a quorum, and the acts of a majority
      of the members present at any meeting at which a quorum is present, or acts
      approved in writing by a majority of the Committee without a meeting, shall
      be
      acts of the Committee. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    	4.  	
            Shares
              Subject to Plan.

          


    


    	(a)  	
            Subject
              to adjustment by the operation of Section 6, the maximum number of
              Shares
              with respect to which Awards may be made under the Plan is 753,825
              plus
              (i) the number of Shares repurchased by the Corporation in the open
              market
              or otherwise with an aggregate price no greater than the cash proceeds
              received by the Corporation from the exercise of Options granted under
              the
              Plan; plus (ii) any Shares surrendered to the Corporation in payment
              of
              the exercise price of Options granted under the Plan. The Shares with
              respect to which Awards may be made under the Plan may be either
              authorized and unissued Shares or previously issued Shares reacquired
              and
              held as treasury Shares. Shares which are subject to Related Rights
              and
              Related Options shall be counted only once in determining whether the
              maximum number of Shares with respect to which Awards may be granted
              under
              the Plan has been exceeded. An Award shall not be considered to have
              been
              made under the Plan with respect to any Option or Right which terminates,
              and new Awards may be granted under the Plan with respect to the number
              of
              Shares as to which such termination has occurred.
              

          


    


    	(b)  	
            During
              any calendar year, no Participant may be granted Awards under the Plan
              with respect to more than 250,000 Shares, subject to adjustment as
              provided in Section 6.

          


    


    	5.  	
            Awards.

          


    


    	(a)  	
            Options.
              The Committee is hereby authorized to grant Options to Participants
              with
              the following terms and conditions and with such additional terms and
              conditions not inconsistent with the provisions of the Plan and the
              requirements of applicable law as the Committee shall determine, including
              the granting of Options in tandem with other Awards under the Plan:
              

          


    


    	(i)  	
            Exercise
              Price. The exercise price per Share for an Option shall be determined
              by
              the Committee; provided, however, that such exercise price shall not
              be
              less than 100% of the Market Value of a Share on the date of grant
              of such
              Option. 

          


    


    	(ii)  	
            Option
              Term. The term of each Option shall be fixed by the Committee, but
              shall
              be no greater than 10 years in the case of an Incentive Stock Option
              or 15
              years in the case of a Non-Qualified Stock Option.
              

          


    


    	(iii)  	
            Time
              and Method of Exercise. The Committee shall determine the time or times
              at
              which an Option may be exercised in whole or in part and the method
              or
              methods by which, and the form or forms (including, without limitation,
              cash, Shares, other Awards or any combination thereof, having a fair
              market value on the exercise date equal to the relevant exercise price)
              in
              which, payment of the exercise price with respect thereto may be made
              or
              deemed to have been made. 

          


    


    	(iv)  	
            Incentive
              Stock Options. Incentive Stock Options may be granted by the Committee
              only to employees of the Corporation or its Affiliates.
              

          


    	(v)  	
            Termination
              of Service. Unless otherwise determined by the Committee and set forth
              in
              the Award Agreement evidencing the grant of the Option, upon Termination
              of Service of the Participant for any reason other than for Cause,
              all
              Options then currently exercisable shall remain exercisable for the
              lesser
              of (A) two years following such Termination of Service or (B) until
              the
              expiration of the Option by its terms. Upon Termination of Service
              for
              Cause, all Options not previously exercised shall immediately be
              forfeited. 

          


    


    	(b)  	
            Rights.
              A Right shall, upon its exercise, entitle the Participant to whom such
              Right was granted to receive a number of Shares or cash or combination
              thereof, as the Committee in its discretion shall determine, the aggregate
              value of which (i.e., the sum of the amount of cash and/or Market Value
              of
              such Shares on date of exercise) shall equal (as nearly as possible,
              it
              being understood that the Corporation shall not issue any fractional
              Shares) the amount by which the Market Value per Share on the date
              of such
              exercise shall exceed the exercise price of such Right, multiplied
              by the
              number of Shares with respect to which such Right shall have been
              exercised. A Right may be Related to an Option or may be granted
              independently of any Option as the Committee shall from time to time
              in
              each case determine. In the case of a Related Option, such Related
              Option
              shall cease to be exercisable to the extent of the Shares with respect
              to
              which the Related Right was exercised. Upon the exercise or termination
              of
              a Related Option, any Related Right shall terminate to the extent of
              the
              Shares with respect to which the Related Option was exercised or
              terminated. 

          


    


    	6.  	
            Adjustments
              Upon Changes in Capitalization. In the event of any change in the
              outstanding Shares subsequent to the effective date of the Plan by
              reason
              of any reorganization, recapitalization, stock split, stock dividend,
              capital distribution, combination or exchange of shares, merger,
              consolidation or any change in the corporate structure or Shares of
              the
              Corporation, the maximum aggregate number and class of shares and exercise
              price of the Award, if any, as to which Awards may be granted under
              the
              Plan and the number and class of shares and exercise price of the Award,
              if any, with respect to which Awards have been granted under the Plan
              shall be appropriately adjusted by the Committee, whose determination
              shall be conclusive. Except as otherwise provided herein, any Award
              which
              is adjusted as a result of this Section 6 shall be subject to the same
              terms and conditions as the original
              Award.

          


    


    	7.  	
            Effect
              of Merger on Options or Rights. In the case of any merger, consolidation
              or combination of the Corporation (other than a merger, consolidation
              or
              combination in which the Corporation is the continuing corporation
              and
              which does not result in the outstanding Shares being converted into
              or
              exchanged for different securities, cash or other property, or any
              combination thereof), any Participant to whom an Option or Right has
              been
              granted shall have the additional right (subject to the provisions
              of the
              Plan and any limitation applicable to such Option or Right), thereafter
              and during the term of each such Option or Right, to receive upon exercise
              of any such Option or Right an amount equal to the excess of the fair
              market value on the date of such exercise of the securities, cash or
              other
              property, or combination thereof, receivable upon such merger,
              consolidation or combination in respect of a Share over the exercise
              price
              of such Right or Option, multiplied by the number of Shares with respect
              to which such Option or Right shall have been exercised. Such amount
              may
              be payable fully in cash, fully in one or more of the kind or kinds of
              property payable in such merger, consolidation or combination, or partly
              in cash and partly in one or more of such kind or kinds of property,
              all
              in the discretion of the Committee.

          



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    	8.  	
            Effect
              of Change in Control. Each of the events specified in the following
              clauses (i) through (iii) of this Section 8 shall be deemed a "change
              in
              control": (i) any third person, including a "group" as defined in Section
              13(d)(3) of the Securities Exchange Act of 1934, shall become the
              beneficial owner of shares of the Corporation with respect to which
              25% or
              more of the total number of votes for the election of the Board may
              be
              cast, (ii) as a result of, or in connection with, any cash tender offer,
              merger or other business combination, sale of assets or contested
              election, or combination of the foregoing, the persons who were directors
              of the Corporation shall cease to constitute a majority of the Board,
              or
              (iii) the stockholders of the Corporation shall approve an agreement
              providing either for a transaction in which the Corporation will cease
              to
              be an independent publicly-owned corporation or for a sale or other
              disposition of all or substantially all the assets of the Corporation.
              If
              a tender offer or exchange offer for Shares (other than such an offer
              by
              the Corporation) is commenced, or if a change in control shall occur,
              unless the Committee shall have otherwise provided in the Award Agreement,
              and except as otherwise provided in an employment agreement or arrangement
              between the Corporation or an Affiliate and the Participant, all Options
              and Rights granted and not fully exercisable shall become exercisable
              in
              full upon the happening of such event and shall remain so exercisable
              for
              a period of 60 days following such date, after which each such Option
              and
              Right shall revert to being exercisable in accordance with the other
              provisions of such Option or Right; provided, however, that no Option
              or
              Right which has previously been exercised or otherwise terminated shall
              become exercisable.

          


    


    	9.  	
            Assignments
              and Transfers. No Incentive Stock Option granted under the Plan shall
              be
              transferable other than by will or the laws of descent and distribution.
              Any other Award shall be transferable by will, the laws of descent
              and
              distribution, a "domestic relations order," as defined in Section
              414(p)(1)(B) of the Code, or a gift to any member of the Participant's
              immediate family or to a trust for the benefit of one or more of such
              immediate family members. During the lifetime of an Award recipient,
              an
              Award shall be exercisable only by the Award recipient unless it has
              been
              transferred as permitted hereby, in which case it shall be exercisable
              only by such transferee. For the purpose of this Section 9, a
              Participant's "immediate family" shall mean the Participant's spouse,
              children and grandchildren.

          


    


    	10.  	
            Employee
              Rights Under the Plan. No person shall have a right to be selected
              as a
              Participant nor, having been so selected, to be selected again as a
              Participant, and no employee or other person shall have any claim or
              right
              to be granted an Award under the Plan or under any other incentive
              or
              similar plan of the Corporation or any Affiliate. Neither the Plan
              nor any
              action taken thereunder shall be construed as giving any employee any
              right to be retained in the employ of the Corporation or any Affiliate.
              

          



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    	11.  	
            Delivery
              and Registration of Stock. The Corporation's obligation to deliver
              Shares
              with respect to an Award shall, if the Committee so requests, be
              conditioned upon the receipt of a representation as to the investment
              intention of the Participant to whom such Shares are to be delivered,
              in
              such form as the Committee shall determine to be necessary or advisable
              to
              comply with the provisions of the Securities Act of 1933 or any other
              federal, state or local securities legislation. It may be provided
              that
              any representation requirement shall become inoperative upon a
              registration of the Shares or other action eliminating the necessity
              of
              such representation under such Securities Act or other securities
              legislation. The Corporation shall not be required to deliver any Shares
              under the Plan prior to (i) the A-4 _ admission of such Shares to listing
              on any stock exchange on which Shares may then be listed and (ii) the
              completion of such registration or other qualification of such Shares
              under any state or federal law, rule or regulation, as the Committee
              shall
              determine to be necessary or advisable.

          


    


    	12.  	
            Withholding
              Tax. The Corporation shall have the right to deduct from all amounts
              paid
              in cash with respect to the exercise of a Right under the Plan any
              taxes
              required by law to be withheld with respect to such cash payments.
              Where a
              Participant or other person is entitled to receive Shares pursuant
              to the
              exercise of an Option or Right pursuant to the Plan, the Corporation
              shall
              have the right to require the Participant or such other person to pay
              the
              Corporation the amount of any taxes which the Corporation is required
              to
              withhold with respect to such Shares, or, in lieu thereof, to retain,
              or
              sell without notice, a number of such Shares sufficient to cover the
              amount required to be withheld. All withholding decisions pursuant
              to this
              Section 12 shall be at the sole discretion of the Committee or the
              Corporation.

          


    


    	13.  	
            Amendment
              or Termination. 

          


    


    	(a)  	
            The
              Board may amend, alter, suspend, discontinue, or terminate the Plan
              without the consent of shareholders or Participants, except that any
              such
              action will be subject to the approval of the Corporation's shareholders
              if, when and to the extent such shareholder approval is necessary or
              required for purposes of any applicable federal or state law or regulation
              or the rules of any stock exchange or automated quotation system on
              which
              the Shares may then be listed or quoted, or if the Board, in its
              discretion, determines to seek such shareholder
              approval.

          


    


    	(b)  	
            The
              Committee may waive any conditions of or rights of the Corporation
              or
              modify or amend the terms of any outstanding Award. The Committee may
              not,
              however, amend, alter, suspend, discontinue or terminate any outstanding
              Award without the consent of the Participant or holder thereof, except
              as
              otherwise provided herein. 

          


    


    
      	14.  	
              Effective
                Date and Term of Plan. The Plan shall become effective upon the later
                of
                its adoption by the Board or its approval by the shareholders of
                the
                Corporation. It shall continue in effect for a term of ten years
                thereafter unless sooner terminated under Section 13 hereof.