Exhibit 10.4
THIS STOCK APPRECIATION RIGHT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES, OR "BLUE SKY,"
LAWS OF ANY STATE OR OTHER DOMESTIC OR FOREIGN JURISDICTION. THIS STOCK
APPRECIATION RIGHT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
DISTRIBUTION AND NEITHER THIS STOCK APPRECIATION RIGHT NOR ANY INTEREST HEREIN
MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE
SECURITIES ACT AND OTHER APPLICABLE LAWS OR A WRITTEN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO SECURITY BANK CORPORATION THAT SUCH REGISTRATION IS
NOT REQUIRED AND THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE FOR SUCH
TRANSACTIONS UNDER THE SECURITIES ACT.
THIS STOCK APPRECIATION RIGHT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF EXCEPT AS SPECIFIED IN SECTION 3.3 HEREOF.
STOCK APPRECIATION RIGHT
OF
SECURITY BANK CORPORATION
DATE OF INITIAL ISSUANCE: April
, 2008
THIS CERTIFIES THAT, for value received, Security Bank Corporation (the
"Company") hereby grants
stock appreciation rights (as such
number of may be adjusted in accordance with Section 2 hereof, individually, a
"SAR" and collectively, the "SARs") to
(the
"Holder"), which entitles the Holder to receive a cash payment from the Company,
in whole or in part and subject to the exercise and other provisions hereof, at
any time and from time to time prior to the tenth anniversary of the issuance of
this SAR, in an amount equal to the aggregate dollar value of appreciation
("Appreciation") in the Fair Market Value (as defined in Section 1.3 below) of
the Company's common stock, $1.00 par value per share (the "Common Stock")
represented by such SAR. The Appreciation shall be computed by multiplying
(A) the excess, if any, of (i) the Fair Market Value (as defined in Section 1.3
below) of a share of Common Stock on the Exercise Date (as defined in
Section 1.3 below), over (ii) the exercise price per SAR of $6.58 (subject to
adjustment as provided in Section 2 hereof, the "Exercise Price"), times (B) the
number of SARs exercised as indicated on the Notice of Exercise (as defined
below). This SAR shall expire at 5:00 P.M. Eastern Time on the tenth anniversary
of the issuance of this SAR (the "Expiration Time"). The SARs are granted in
connection with and pursuant to, and is entitled to the benefits of, the
Subordinated Note and Securities Purchase Agreement, dated as of April
,
2008, by and among the Company, Security Interim Holding Corporation, a wholly
owned subsidiary of the Company ("SIHC"), and the investors named therein (the
"Purchase Agreement").
SECTION 1. EXERCISE AND EXCHANGE OF SARs.
1.1. Vesting. The Holder's rights under this SAR are fully vested as of the date
hereof.
1.2. Exercisability. The SARs are exercisable, in whole or in part, beginning as
of the date which is 270 calendar days from the date this SAR was initially
issued and until the Expiration Time; provided, however, that