UNITED TENNESSEE BANKSHARES, INC.
1999 STOCK OPTION PLAN
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Stock Option Agreement
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FOR NON-INCENTIVE STOCK OPTIONS
STOCK OPTION (the "Option") for a total of ______ shares of
Common Stock, no par value per share, of United Tennessee
Bankshares, Inc. (the "Company") is hereby granted to
_______________ (the "Optionee") at the price set forth herein,
and in all respects subject to the terms, definitions and
provisions of the United Tennessee Bankshares, Inc. 1999 Stock
Option Plan (the "Plan") which has been adopted by the Company
and which is incorporated by reference herein, receipt of which
is hereby acknowledged. Such Stock Options do not comply with
Options granted under Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").
1. Exercise Price. The exercise price per share is
--------------- $_______, which equals 100% of the fair
market value, as determined by the Committee, of the Common
Stock on the date of grant of this Option.
2. Exercise of Option. This Option shall be exercisable
------------------ in accordance with the Plan and the
following provisions:
(i) Schedule of rights to exercise.
------------------------------
Percentage of Total Shares
Years of Continuous Employment Subject to Option
After Date of Grant of Option Which May Be Exercised
---------------------------------- ---------------------------
Upon Grant 25%
1 Year 25%
2 Years 25%
3 Years 25%
(ii) Method of Exercise. This Option shall be exercisable
------------------ by a written notice by the Optionee
which shall:
(a) state the election to exercise the Option, the number
of shares with respect to which it is being exercised, and
the Optionee's address and Social Security Number;
(b) contain such representations and agreements as to the
holder's investment intent with respect to such shares of
Common Stock as may be satisfactory to the Company's
counsel;
Non-ISO Agreement
Page 2
(c) be signed by the person or persons entitled to exer-
cise the Option and, if the Option is being exercised by
any person or persons other than the Optionee, be
accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise
the Option; and
(d) be in writing and delivered in person or by certified
mail to the Treasurer of the Company.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by cash, Common
Stock, or such combination of cash and Common Stock as the
Optionee elects. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the
Option.
(iii) Restrictions on Exercise. The Option may not be
------------------------ exercised if the issuance
of the shares upon such exercise would constitute a violation of
any applicable federal or state securities or other law or valid
regulation. As a condition to his exercise of this Option, the
Company may require the person exercising this Option to make
any representation and warranty to the Company as may be
required by any applicable law or regulation.
3. Withholding. The Optionee hereby agrees that the
------------ exercise of the Option or any installment
thereof will not be effective, and no shares will become trans-
ferable to the Optionee, until the Optionee makes appropriate
arrangements with the Company for such tax withholding as may be
required of the Company under federal, state, or local law on
account of such exercise.
4. Non-transferability of Option. This Option may not be
------------------------------ transferred in any
manner otherwise than by will or the laws of descent or distri-
bution. The terms of this Option shall be binding upon the
executors, administrators, heirs, successors and assigns of the
Optionee. Notwithstanding any other terms of this agreement, to
the extent permissible under Rule 16b-3 of the Securities
Exchange Act of 1934, as amended, this Option may be transferred
to the Optionee's spouse, lineal ascendants, lineal descendants,
or to a duly established trust, provided that such transferee
shall be permitted to exercise this Option subject to the same
terms and conditions applicable to the Optionee.
Non-ISO Agreement
Page 3
5. Term of Option. This Option may not be exercisable
--------------- for more than ten years from the date
of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and
the terms of this Option.
__________________
Date of Grant UNITED TENNESSEE BANKSHARES, INC.
1999 STOCK OPTION PLAN COMMITTEE
By: __________________________________
Authorized Member of the Committee
Witness: _____________________________
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
UNITED TENNESSEE BANKSHARES, INC.
1999 STOCK OPTION PLAN
_________________
Date
Treasurer
United Tennessee Bankshares, Inc.
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Re: United Tennessee Bankshares, Inc. 1999 Stock Option Plan
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Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock
Option to purchase ___________ shares, no par value per share,
of Common Stock of United Tennessee Bankshares, Inc. under and
pursuant to a Stock Option Agreement dated _____________, 199__.
Delivered herewith is a certified or bank cashier's or
tellers check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$________ of cash or check
$________ in the form of _______ shares of Common
Stock, valued at $____ per share
$======== Total
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person is as follows:
Name ___________________________________________________________
Address ________________________________________________________
Social Security Number _________________________________________
Very truly yours,
____________________