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EXHIBIT 10.9
BONUS AND STOCK OPTION AGREEMENT
This Bonus and Stock Option Agreement ("Agreement") is made and
entered into effective as of the 29th day of November, 1995 by and between WGNB
Corp., a Georgia corporation, ("Corporation") and H. ▇▇▇▇▇ ▇▇▇▇▇, a resident of
the State of Georgia ("Individual").
WHEREAS, Individual is an officer of the Corporation's wholly owned
subsidiary, West Georgia National Bank, a national banking association
("Bank"); and
WHEREAS, the Board of Directors has adopted resolutions approving the
adoption of a plan providing for the payment of a bonus in the form of cash and
the grant of stock options to Individual; and
WHEREAS, the terms and conditions of this Agreement are in addition
to any and all agreements relating to the employment of Individual by Bank
including, but not limited to, the employee bonus plan implemented by the
Corporation ("Corporation Plan") and the employment relationship by and between
Individual and Bank.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and other good and valuable consideration, their receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
SECTION 1 - CASH BONUS
In addition to the annual salary paid by Bank to Individual pursuant
to the employment relationship between such parties, and the bonus due to
Individual pursuant to the employee bonus program of the Corporation, Bank
agrees to pay to Individual in consideration for services rendered as Senior
Vice President of the Bank, an annual cash bonus, commencing with a bonus
calculated as to the six-month period beginning July 1, 1995 and ended December
31, 1995 in an amount to be determined as follows:
1.1 The annual cash bonus shall be a performance based calculation
with the performance criteria for each applicable year to be (a) the return on
assets of the Corporation, as determined before the calculation of the amounts
due to Individual, and other participants with like plans, pursuant to this
Section 1 but after the calculation of bonuses due pursuant to the Corporation
Plan and after the determination of federal and state income taxes ("ROA") based
on the Corporation's consolidated financial statements prepared in conformance
with the uniform bank performance ratios promulgated by the Federal Financial
Institutions Examining Council applied on a consistent basis as determined by
the Corporation's independent certified public accountant ("Financial
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Statements"), (b) the then most recent Community Reinvestment Act Rating (the
"CRA Rating") of the Bank, (c) loan growth of the Bank, (d) past due loans
expressed as a percentage of gross loans, (e) net loan charge offs as a
percentage of average net loans, (f) criticized assets as a percentage of
capital, and (g) classified assets of the Bank, all as determined pursuant to
the terms and conditions of Exhibit "A" attached hereto and incorporated herein
by reference. The amount payable for 1995 will be the amount calculated by this
section for the period from January 1, 1995 through December 31, 1995 and
divided by two (2). For purposes of example, Exhibit "B" attached hereto sets
forth the annual cash bonus for the year ended December 31, 1994 based upon the
calculations set forth in this Agreement, had it been in effect.
1.2 Individual shall aggregate points on an annual basis based
upon specific levels of ROA of the Corporation, CRA Rating of the Bank, and the
factors set forth in Section 1.1 (c) through 1.1 (g) of this Agreement. The
points to be aggregated by Individual for each year for the purpose of the
bonus calculation set forth above will be determined in accordance with the
schedule set forth on Exhibit "A". The percentages applicable to the provisions
of Exhibit "A" shall be rounded as set forth on Exhibit "A". The bonus due to
Individual for each applicable year shall be equal to (a) the aggregate number
of points accrued for the applicable year, divided by, (b) 80, (c) multiplied
by .75 and (d) the resulting quotient will constitute a percentage which will
be multiplied by Corporation's net income for the applicable year based upon
the Corporation's Financial Statements, after the determination of federal and
state income taxes, after the calculation of bonuses under the Corporation
Plan, but before other employee bonuses, and the bonus due under this Agreement
and other like plans. The resulting product shall constitute the cash bonus due
to Individual for the applicable year ("Cash Bonus"). The Cash Bonus shall be
paid to Individual within ten (10) days after such calculation is determined by
the Board of Directors of Corporation. Exhibit "B" attached hereto shall be
utilized solely for the purpose of exemplifying the determination of the Cash
Bonus and stock options due to Individual for the six-month period beginning
July 1, 1995 and ended December 31, 1995. The calculations set forth on Exhibit
"B" do not represent any obligation or projection of the Corporation relating
to the Cash Bonus due to Individual pursuant to this Section 1 or the options
due to Individual pursuant to Section 2 of this Agreement other than for the
year ended December 31, 1994, had it been in effect.
1.3 Once per calendar quarter Individual shall be allowed to
receive an advance against the amount of the Cash Bonus due to Individual for
the applicable calendar year in an amount not to exceed fifty percent (50%) of
the anticipated Cash Bonus due to Individual for such calendar year as
determined by the Board of Directors, or the Executive Committee, of the
Corporation in its sole discretion. During the month of December Individual may
draw as an advance an additional amount against the Cash Bonus due for each
calendar year in an amount to be determined in the sole discretion of the Board
of Directors, or Executive Committee, of the Corporation. In the event the
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aggregate amount of advances paid to Individual against the Cash Bonus due for
a calendar year exceeds the actual amount of the Cash Bonus due to Individual
for such year pursuant to Section 1.2, Individual shall remit the resulting
excess amount to the Corporation not later than January 31 of the immediately
succeeding year. In the event the amount advanced against the Cash Bonus to
Individual for a calendar year is less than the Cash Bonus due to Individual
for such year, the remaining amount due to Individual shall be paid within ten
(10) days after the calculation of the amount due.
SECTION 2 - STOCK OPTION
2.1 Corporation grants to Individual the option to acquire shares
of the common stock of Corporation on an annual basis ("Option Shares"),
pursuant to the WGNB Corp. Incentive Stock Option Plan ("ISO Plan"), in an
amount equal to the quotient (rounded to the nearest whole share) which shall
be determined by dividing (a) the Cash Bonus due to Individual pursuant to
Section 1 for the applicable year, by (b) the Market Value Per share of the
common stock of Corporation, as determined by the ISO Plan, as of December 31
of the applicable year. All Option Shares granted to Individual shall be
subject to and governed by the terms and conditions of the ISO Plan and a Stock
Option Agreement in the form attached hereto as Exhibit "C" and incorporated
herein by reference.
SECTION 3 - TERM
3.1 The provisions of this Agreement regarding the payment of the
Cash Bonus pursuant to Section 1 and the grant of stock options pursuant to
Section 2.1 shall be applicable commencing with the six-month period beginning
July 1, 1995 and year ended December 31, 1995 and shall remain in full force
and effect for six and one-half successive calendar years ending December 31,
2002. The remaining provisions of this Agreement shall terminate on December
31, 2013.
SECTION 4 - MISCELLANEOUS
4.1 Neither the obligation of the Bank to pay to Individual the
Cash Bonus pursuant to Section 1 of this Agreement nor the grant of the option
to acquire common stock of the Corporation pursuant to Section 2 of this
Agreement confers any right upon Individual with respect to the continuation of
employment with the Bank. Nothing contained herein shall be construed as
interfering with or restricting the right of the Bank or of Individual to
terminate employment at any time, with or without cause.
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4.2 Notwithstanding any provision of this Agreement to the
contrary, in the event (a) the CRA Rating of the Bank for any calendar year of
this Agreement is "Needs to Improve" or "Substantial Noncompliance", (b) the
percentage of past due loans as determined in accordance with Exhibit "A" is
7.01% or greater for any calendar year of this Agreement, (c) the percentage of
net loan charge-offs as determined by Exhibit "A" is 1.01% or greater for any
calendar year of this Agreement or, (d) the percentage of classified assets as
a percent of capital of 44.01% or greater for any calendar year of this
Agreement, then, in such event, for as long as such condition set forth in (a)
through (d), inclusive, remains in effect, Individual shall not be entitled to
receive and the Corporation shall not be required to pay a Cash Bonus for such
year or years pursuant to Section 1 and the Corporation shall have no
obligation to grant a stock option for such year or years pursuant to Section 2
of this Agreement.
4.3 In the event that the Corporation has subsidiaries other than
the Bank in the future, the Board of Directors has the right to alter the
calculation of ROA to include income and assets of the Bank only, and to
include other performance criteria of the Bank only.
4.4 Any notices or other communications to any party pursuant to
or relating to this Agreement and the transactions provided for herein shall be
deemed to be given, delivered or received when delivered personally or three
(3) days after being deposited in the United States Mail, registered or
certified, and with proper postage and registration and certification fees
prepaid, addressed to the parties for whom intended at the addresses indicated
for each party as set forth below:
Corporation: Individual
WGNB CORP. H. ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Sr. Vice President
▇.▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Chairman ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
4.5 This Agreement shall be governed by the laws of the State of
Georgia.
4.6 This Agreement may be executed with counterpart signature
pages, all of which together shall constitute one and the same Agreement.
4.7 The terms of this Agreement, including the rights and
obligations of the parties hereunder, shall not superseded or amend any
additional agreement of the parties with respect to the employment of
Individual by Bank or any compensation for services
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performed under such agreements, including, but not limited to, the
consideration paid pursuant to the employment relationship between the Bank and
Individual and any employee bonus plan utilized by Corporation. This Agreement
shall inure to the benefit of and be enforceable by and binding upon the
successors and assigns of each party, including the personal or legal
representatives, executors, administrators, heirs, and legatees of Individual.
4.8 No amendment, modification or alteration of the terms or
provisions of this Agreement shall be binding unless the same shall be in
writing and duly executed by the parties hereto.
4.9 Time is of the essence in this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement the
day and year first written below.
"CORPORATION"
Attest: WGNB CORP.
- /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ L. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------- ------------------------
Title:President
Date: 11/29/95
(Corporate Seal)
Witness: "INDIVIDUAL"
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ /s/ H. ▇▇▇▇▇ ▇▇▇▇▇
--------------------------- -------------------------
H. ▇▇▇▇▇ ▇▇▇▇▇
Date: 11/29/95
--------------------
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EXHIBIT 'A'
1) Community Reinvestment Act (CRA) Rating*
*The rating the bank is operating with as of December 31 of the year
in question
CRA Rating: Points:
----------- -------
Outstanding 4
Satisfactory 1
Needs Improvement No Bonus
Substantial Non-Compliance No Bonus
2) Return on Assets:*
*After income taxes and normal employee bonus.
(See formula for Leighton's bonus)
ROA: 0.8% 0.9% 1.0% 1.1% 1.2% 1.3% 1.4% 1.5% 1.6%
-------------------------------------------------------------------------
Points: 0 8.1 10 12.1 14.4 16.9 19.6 22.5 25.6
(Points go up exponentially with ROA)
(Points may be rounded to the nearest .00)
3) Loan Growth (Gross Loans minus ICNE, does not include unplanned
overdrafts)
*Determined by the growth of loans based on the average EOM or each
month in the subject year as compared to the same data from the year
earlier and expressed as a percent increase over the previous year.
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18
Growth %:
---------------------------------------------------------------------------------------------------------
Points: 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18
(Interpolate to the nearest .00%)
(May have to be adjusted to reflect the needs of the Bank)
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4) Past Due Loans (30 days or more past due, expressed as a % of Gross
Loans) Calculated by using the "Total Percentage" as reported to the
Board of Directors for each month January through December and
averaging.
% Past Due: 0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.01 11.0 12.0
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Points: 6 4 2 0 -2. -4. -6. -8. (7.01% or higher: NO BONUS)
(Interpolate to nearest .00)
5) Net Loan Charge-Offs (Charge-offs minus Recoveries, Expressed as a %
of Average Gross Loans)
% Net Loan Charge-Offs:
-.60 -.50 -.40 -.30 -.20 -.10 0 .10 .20 .30 .40 .50 .60 .70 .80 .90 1.0 1.2
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Points: 5.5 5.0 4.5 4.0 3.5 3.0 2.5 2.0 1.5 1.0 .5 0 -2. -4. -6. -8. -10 (1.01 and
higher:
NO BONUS)
(Interpolate to nearest .00)
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6) Criticized Assets (OAEM)
*Criticized Assets as a percent of capital:
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18
---------------------------------------------------------------------------------------------------------------
Points: 5.0 4.5 4.0 3.5 3.0 2.5 2.0 1.5 1.0 .5 0 0 0 0 0 0 -.5 -1.0 -1.5
(Interpolate to nearest .00%)
Determined by averaging the near month-end reports by the
Loan Review Officer January through December
7) Classified Assets (Substandard/Doubtful/Loss) (Regulatory Classified
Assets)
% Classified Assets as a percent of capital
0 2 4 6 8 10 12 14 16 18 20 22 24 26 28 30 32 34
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Points: 21 19 17 15 11 9 7 5 3 1 0 0 0 0 0 -1 -5 -9
36 38 40 42 43 44 45 46 48
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Points: -▇▇ -▇▇ -▇▇ -▇▇ -▇▇ NO BONUS
The points range moves downward (to the left) 1% of classified assets
each year for the next 4 years.
Determined by averaging the near month-end reports by the Loan Review
Officer January through December.
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EXHIBIT 'B'
▇▇▇ ▇▇▇▇▇'▇ Executive Compensation Calculation
1. Community Reinvestment Act (CRA)
Rating:
A. CRA Rating "Satisfactory"
B. Points 1.00
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2. Return on Assets:
A. Calculation - See LLA Bonus Calculation 1.32%
-----------
B. Points 17.42
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3. Loan Growth
A. Net Average Loans 1994 $87,374,375
Net Average Loans 1992 82,015,519
Percent Change 6.53%
-----------
B. Points:
Growth Percent + Points (1:1) 6.53
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4. Past Due Loans (30 days or More) as a Percent of Gross Loans
A. Calculation:
From Board of Directors Reports, Average of Monthly Total Percentage
January through December, 1994 (from separate schedule) 2.64%
-----------
B. Points:
2.00 equal 2 points, 3.00 equals 0 points
Interpolation 0.72
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5. Net Charge Offs as a Percent of Average Gross Loans
A. Calculation:
Net Charge Offs - 1994 (12/31) Audited F/S) $ (56,948)
Avg Net Loans - 1994 (3 above) $87,374,375
Percent Net C.O to Avg Net Loans -0.07%
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B. Points:
0.20% = 1.5 points, 0.30 = 1.0 points
Interpolation 2.85
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6. Criticized Assets (OAEM) as a Percent of Capital
A. Calculation:
From the Board Reports prepared by the Loan Review Officer, the
Average Monthly Percent of OAEM loans to Capital is
Percent Net C.O to Avg Net Loans 4.87%
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B. Points:
4.00% = 3.0 points, 4.5 = 2.75, 5.00% = 2.5 points
Interpolation 2.69
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7. Classified Assets (Substandard, Doubtful, Loss) as a % of Capital
A. Calculation:
From the Board Reports prepared by the Loan Review Officer, the
Average Monthly % of S, D, & L Loans is 29.54%
-----------
B. Points:
29.00% = 0, 30.00% -2 points
Interpolation (1.08)
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8. Bonus Calculation
Total Points from 1 through 7 above 30.134
Divided by 70 equals Percent Bonus 0.38%
Times Net Inc. After Tax, Pre-Bonus 1,858,751
-----------
Times 75% equals what would have been 1994 Bonus 5,251.08
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EXHIBIT 'C'
WGNB CORP.
INCENTIVE STOCK OPTION AGREEMENT
This Incentive Stock Option Agreement ("Agreement"), dated as of
_____________________(the "Date of Grant"), is made and entered into by WGNB
CORP., a Georgia corporation ("WGNB") and H. ▇▇▇▇▇ ▇▇▇▇▇ (the "Grantee"), who
is an employee or officer of WGNB or one of its subsidiaries (the Grantee's
employer is sometimes referred to herein as the "Employer").
WHEREAS, this Board of Directors of WGNB (the "Board") has adopted the
WGNB CORP. Incentive Stock Option Plan (the "Plan") and the shareholders
adopted the Plan on March 8, 1994;
WHEREAS, the Plan provides for the granting of incentive stock options
by the Executive Compensation and Management Succession Committee (the
"Committee") to employees of WGNB or any subsidiary of WGNB to purchase shares
of the common stock of WGNB, par value $2.50 per share (the "Stock"), in
accordance with the terms and provisions thereof; and
WHEREAS, the Committee considers the Grantee to be a person who is
eligible for a grant of incentive stock options under the Plan, and has
determined that it would be in the best interest of WGNB to grant the incentive
stock options documented herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Grant of Option
Subject to the terms and conditions hereinafter set forth, WGNB, with
the approval and at the direction of the Committee, hereby grants to the
Grantee, as of ________________________________ (the "Date of Grant"), an
option to purchase up to ___________________ shares of Stock at a price of
________ per share, which is one hundred percent (100%) the fair market value.
Such option is hereinafter referred to as the "Option" and the shares of stock
purchasable upon exercise of the Option are hereinafter sometimes referred to
as the "Option Shares". The Option is intended by the parties hereto to be, and
shall be treated as, an incentive stock option, as such term is defined under
Section 422 of the Internal Revenue Code of 1986, as amended ("Code").
2. Exercise of Option
Subject to such further limitations as are provided herein, the Option
shall become exercisable on the fifth anniversary of the Date of Grant.
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3. Termination of Option
(a) The Option and all rights hereunder with respect thereto, to the
extent such rights shall not have been exercised, shall terminate and become
null and void after the expiration of ten (10) years from the Date of Grant
(the "Option term").
(b) Upon the occurrence of the Grantee's ceasing for any reason to be
employed by the Employer (such occurrence being a "termination of the Grantee's
employment"), the Option, to the extent not previously exercised, shall
terminate and become null and void immediately upon such termination of the
Grantee's employment, except as provided herein.
Upon a termination of the Grantee's employment by reason of
retirement, disability or death, the Option may be exercised during the
following periods, but only to the extent that the Option was outstanding and
exercisable on any such date of retirement, disability or death: (I) the
one-year period following the date of issuance of letters testamentary or
letters of administration to the executor or administrator of a deceased
Grantee, in the case of the Grantee's death during hid employment by the
Employer, but not later than one year after the Grantee's death, and (ii) the
three-month period following the date of such termination in the case of
termination of employment for any reason other than the death of the Grantee.
In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the Grantee, the Option may be
exercised by the grantee's legal representative(s), but only to the extent that
the Option would otherwise have been exercisable by the Grantee.
(d) A transfer of the Grantee's employment between WGNB and any
subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to
be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the
Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing
affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option
shall immediately terminate and be null and void.
4. Exercise of Options
(a) The Grantee may exercise the Option with respect to all or any
part of the number of Option Shares then exercisable hereunder by giving the
Secretary of WGNB written notice of intent to exercise. The notice of exercise
shall specify the number of Option Shares as to which the Option is to be
exercised and the date of exercise thereof.
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(b) Full payment (in U.S. dollars) by the Grantee of the option price
for the Option Shares purchased shall be made on or before the exercise date
specified in the notice of exercise in cash, or, with the prior written consent
of the Committee, in whole notice of exercise in cash, or, with the prior
written consent of the Committee, in whole or in part through the surrender of
previously acquired shares of Stock at their fair market value, as determined
by the Committee, on the exercise date.
On the exercise date specified in the Grantee's notice or as soon
thereafter as is practicable, WGNB shall cause to be delivered to the Grantee,
a certificate or certificates for the Option Shares then being purchased (out
of theretofore unissued Stock or reacquired Stock, as WGNB may elect) upon full
payment for such Option Shares. The obligations of WGNB to deliver Stock shall,
however, be subject to the condition that if at any time the Committee shall
determine in its discretion that the listing, registration or qualification of
the Option Shares upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the Option or
the issuance or purchase of Stock unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee.
(c) If the Grantee fails to pay for any of the Option Shares specified
in such notice or fails to accept delivery thereof, the Grantee's right to
purchase such Option Shares may be terminated by WGNB. The date specified in
the Grantee's notice as of the date of exercise shall be deemed the date of
exercise of the Option, provided that payment in full for the Option Shares to
be purchased upon such exercise shall have been received by such date.
5. Adjustment of and Changes in Stock of WGNB
(a) In the event of a reorganization, recapitalization, change of
shares, stock split, spin-off, stock dividend, reclassification, subdivision or
combination of shares, merger, consolidation, rights offering, or any other
change in the corporate structure or shares of capital stock of WGNB, the
Committee shall make such adjustment as it deems appropriate in the number and
kind of shares of Stock subject to the Option or in the option price; provided,
however, that no such adjustment shall give the Grantee any additional
benefits under the Option.
(b) If the Company shall be a party to any reorganization involving a
merger, consolidation or acquisition of the Stock or the assets of the Company,
the Committee, in its discretion, may:
(i) Declare that the Option granted hereunder shall become
exercisable immediately notwithstanding the provisions of this Agreement
regarding exercisability and that the Option shall terminate thirty (30) days
after the Committee gives written notice to
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Grantee of his immediate right to exercise the Option and of the Committee's
decision to terminate the Option if not exercised within such thirty-day
period; or
(ii) Notify the Grantee that the Option granted hereunder
shall apply with appropriate adjustments as determined by the Committee to the
securities of the resulting corporation to which holders of the number of
shares of Stock subject to the Option would have been entitled.
(c) The adoption of a plan of dissolution or liquidation by the Board
of Directors and the shareholders of the Company shall cause the Option to
terminate to the extent not exercised prior to the adoption of the plan of
dissolution or liquidation by the shareholders; provided, however that the
Committee, in its discretion, may declare that the Option shall become
exercisable immediately notwithstanding the provisions of this Agreement
regarding exercisability; and provided further that in the event of the
adoption of a plan of dissolution or liquidation in connection with a
reorganization as described in the first sentence of subparagraph (b), the
Option shall be governed by and be subject to the provisions of such sentence.
(d) If any rights or warrants to subscribe for additional shares are
given pro rata to holders of outstanding shares of the Stock, the Grantee shall
be entitled to the same rights or warrants on the same basis as holders of the
outstanding shares exercised on or prior to the date of the expiration of such
rights or warrants.
6. Fair Market Value
For purposes of the Plan, the "fair market value" of the shares of
Stock shall be the mean between the high "bid" and the low "asked" prices of
the Stock in the over-the-counter market on the date 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 were traded, as reported. If the Stock is not regularly
traded in the over-the-counter market but is registered on a national
securities exchange, the "fair market value" of the shares of Stock shall mean
the closing price of the Stock on such national securities exchange 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 were traded, as reported by
National Association of Securities Dealers Automated Quotation Service or other
national quotation over-the-counter market or registered in a national
securities exchange the Committee shall determine the fair market value of the
common stock in good faith in accordance with Code Section 422(c)(1) and
accompanying Treasury Regulations.
7. No Rights of Stockholders
Neither the Grantee nor any personal representative shall be, or shall
have any of the rights and privileges of, a stockholder of WGNB with respect to
any shares of Stock
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purchasable or issuable upon the exercise of the Option, in whole or in part,
prior to becoming the holder of record of such shares.
8. Non-Transferability of Option
During the Grantee's lifetime, the Option hereunder shall be
exercisable only by the Grantee or any guardian or legal representative of the
Grantee, and the Option shall not be transferable except, in case of the death
of the Grantee, by will or the laws of descent and distribution, nor shall the
Option be subject to attachment, execution or herein, or (b) the levy of any
attachment, execution or similar process upon the rights or interest hereby
conferred, WGNB may terminate the Option by notice to the Grantee and it shall
thereupon become null and void.
9. Employment Not Affected
The granting of the Option nor its exercise shall not be construed as
granting to the Grantee any right with respect to continuance of employment of
the Employer. Except as may otherwise be limited by a written agreement between
the Employer and the Grantee, the right of the Employer to terminate at will
the Grantee's employment with it at any time (whether by dismissal, discharge,
retirement or otherwise) is specifically reserved by WGNB, as the Employer or
on behalf of the Employer (whichever the case may be), and acknowledged by the
Grantee.
10. Amendment of Option
This Agreement and the terms of the Option may be amended by the Board
or the Committee at any time (i) if the Board or the Committee determines, in
its sole discretion, that amendment is necessary or advisable due to any
addition to or change in the Code or in the regulations issued thereunder, or
any federal or state securities law or other law or regulation, which change
occurs after the Date of Grant and by its terms applies to the Option; or (ii)
other than in the circumstances described in clause (i), with the consent of
WGNB and the Grantee.
11. Notice
Any notices or other communications to any party pursuant to or
relating to this Agreement and transactions provided for herein shall be deemed
to be given, delivered or received when delivered personally or three days
after being deposited in the United States Mail, registered or certified, and
with proper postage and registration and certification fees prepaid, addressed
to the parties for whom intended at the addresses indicated for each party as
set forth below:
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WGNB: Grantee:
WGNB Corp. H. ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Sr. Vice President
Post ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Chairman
12. Incorporation of Plan by Reference
The Option is granted pursuant to the terms of the Plan, the terms of
which are incorporated herein by reference, and the Option shall in all
respects be interpreted in accordance with the Plan. The committee shall
interpret and construe the Plan and this instrument, and its interpretations
and determinations shall be conclusive and binding on the parties hereto and
any other person claiming an interest hereunder, with respect to any issue
arising hereunder or thereunder.
13. Governing Law
The validity, construction, interpretation and effect of this
Agreement shall exclusively be governed by and determined in accordance with
the laws of the State of Georgia.
14. Counterparts
This Agreement may be executed with counterpart signature pages, all
of which together shall constitute one and the same Agreement.
15. Successors and Assigns
This Agreement shall inure to the benefit of and be enforceable by and
binding upon the successors and assigns of each party, including the personal
or legal representatives, executors, administrators, heirs and legatees of
Grantee.
16
IN WITNESS WHEREOF, WGNB has caused its duly authorized officers to
execute and attest the Agreement, and to apply to corporate seal hereto, and
the Grantee has placed his or her signature hereon, effective as of the date
first written above.
ATTEST: WGNB CORP.
By: By:
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Its: Its:
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(Corporate Seal)
GRANTEE:
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Witness H. ▇▇▇▇▇ ▇▇▇▇▇