CAPITAL STRUCTURE CHANGES. (a) If the outstanding shares of the Company’s Stock as a whole are increased, decreased, changed into, or exchanged for a different number or kind of shares or securities of the Company, whether through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure, or the like, an appropriate and proportionate adjustment shall be made in the number and kinds of shares subject to unexercised Options or portions thereof granted prior to any such change. Any such adjustment in an outstanding Option, however, shall be made without a change in the total price applicable to the unexercised portion of the Option but with a corresponding adjustment in the price for each share of Stock covered by the Option.” In lieu of giving effect to the provisions of Paragraph 11 of your Stock Option Agreement or Article 10.1(a) of the Plan, you agree to terminate the option granted to you under your Stock Option Agreement, effective as of the Effective Time, to the extent it remains unexercised as of the Effective Time. You may wish to consult with your tax advisor on the tax treatment of this transaction. Please acknowledge your agreement with the terms of this letter by signing where indicated below and returning the signed copy to us no later than May 22, 2004. By signing hereunder, you acknowledge that, upon the consummation of the Merger, your options shall be cancelled, and all rights thereunder shall cease to exist. If you have any questions, please let me know. Sincerely, Acknowledged and agreed to this day of , 2004. (Signature of Option Holder) (Print Name of Option Holder) This Irrevocable Proxy is given by the undersigned, (“Shareholder”), in favor of ABC Bancorp, a Georgia corporation (“ABC”), as of the day of , 2004.
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Sources: Merger Agreement (Abc Bancorp)
CAPITAL STRUCTURE CHANGES. (a) If the outstanding shares of the Company’s Stock as a whole are increased, decreased, changed into, or exchanged for a different number or kind of shares or securities of the Company, whether through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure, or the like, an appropriate and proportionate adjustment shall be made in the number and kinds of shares subject to unexercised Options or portions thereof granted prior to any such change. Any such adjustment in an outstanding Option, however, shall be made without a change in the total price applicable to the unexercised portion of the Option but with a corresponding adjustment in the price for each share of Stock covered by the Option.” In lieu of giving effect to the provisions of Paragraph 11 of your Stock Option Agreement or Article 10.1(a) of the Plan, you agree to terminate the option granted to you under your Stock Option Agreement, effective as of the Effective Time, to the extent it remains unexercised as of the Effective Time. You may wish to consult with your tax advisor on the tax treatment of this transaction. Please acknowledge your agreement with the terms of this letter by signing where indicated below and returning the signed copy to us no later than May 22October , 2004. By signing hereunder, you acknowledge that, upon the consummation of the Merger, your options shall be cancelled, and all rights thereunder shall cease to exist. If you have any questions, please let me know. Sincerely, Acknowledged and agreed to this day of , 2004. (Signature of Option Holder) (Print Name of Option Holder) This Irrevocable Proxy is given by the undersigned, (“Shareholder”), in favor of ABC Bancorp, a Georgia corporation (“ABC”), as of the day of , 2004.
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