Exhibit 10.4
DATED: , 2003
No.
Shares
BAINBRIDGE BANCSHARES, INC.
STOCK PURCHASE WARRANT
TO PURCHASE SHARES OF COMMON STOCK, NO PAR VALUE
THIS AGREEMENT is made and entered into as of the day of , 2003 by and between BAINBRIDGE BANCSHARES, INC., a Georgia Company (the " Company" ), and (the " Warrant Holder" ).
W I T N E S S E T H
WHEREAS, the Warrant Holder has served as an organizer in the formation of the Company and the formation and establishment of First National Bank of Decatur County (Proposed) (the " Bank" ), the wholly owned subsidiary of the Company; and
WHEREAS, the Warrant Holder has purchased shares of the Company' s common stock, no par value per share (the " Common Stock" ), at a price of $10.00 per share; and
WHEREAS, the Warrant Holder will provide services to the Company as a director of the Company [and the Bank] ; and
WHEREAS, the Company, in recognition of the financial risk undertaken by the Warrant Holder in organizing the Bank and the Company and in order to encourage the Warrant Holder' s continued involvement in the successful operation of the Company and the Bank, desires to issue to the Warrant Holder the right to acquire additional shares of the Company' s Common Stock.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:
Section 1. Grant of Warrant . Subject to the terms, restrictions, limitations and conditions stated in this Agreement, the Company hereby grants to the Warrant Holder the right (the " Warrant" ) to purchase all or any part of an aggregate of shares of the Common Stock, subject to adjustment in accordance with Section 6 of this Agreement. The aggregate number of shares of Common Stock which the Company grants the Warrant Holder the right to purchase under this Agreement shall be no greater than the number of shares of Common Stock subscribed by the Warrant Holder upon organizing the Bank.
Section 2. Exercise Price . The price per share to be paid by the Warrant Holder for the shares of Common Stock subject to this Warrant shall be $10, subject to adjustment as set forth in Section 6 of this Agreement (the price, as adjusted, is called the " Purchase Price" ).
Section 3. Exercise of Warrant .
Bainbridge Bancshares, Inc. Stock Purchase Warrant
Dated , 2003 Page 2
(a) Term . The term for the exercise of this Warrant begins at 9:00 a.m., Eastern Time, on the first anniversary of the date that the Company first issues its common stock (the " Issue Date" ). The term for the exercise of this Warrant ends at 5:00 p.m., Eastern Time (the " Expiration Time" ), on the earlier of:
(i) the tenth anniversary of the Issue Date; or
(ii) 90 days after the Warrant Holder ceases to serve as a director of the Company; provided, however, that if the Warrant Holder ceases to be a director because he is disabled or is deceased, then the Warrant Holder (or his estate) will have until twelve months after the Warrant Holder ceases to serve as a director of the Company to exercise this Warrant. (b) Required Exercise . Notwithstanding any other provision of this Agreement, if at any time while this Warrant is outstanding, (i) the Board of Governors of the Federal Reserve System makes a formal capital call upon the Company or (ii) the Office of the Comptroller of the Currency makes a formal capital call upon the Bank, the Holder will exercise this Warrant in whole or in part as may be needed for additional required capital, or the Warrant shall be forfeited. The number of shares of Common Stock as to which the Warrant shall be exercised by each Holder to meet the capital call will be calculated pro rata on the basis of the number of shares of Common Stock subject to a Warrant held by each Holder. The exercise price for shares of Common Stock purchased upon such exercise will be equal to the greater of the Exercise Price determined pursuant to Section 2 hereof and the then-current book value per share of the Common Stock. Any portion of this Warrant not required to be exercised under the terms of any such capital call may be exercised under the original terms of this Warrant. (c) Vesting . The Warrant will vest in annual one-third (1/3) increments over a period of three years, beginning on the first anniversary of the Issue Date. The vested portion of the Warrant may be exercised in whole, or from time to time in part, at any time prior to the Expiration Time. In the event of permanent disability or death of the Warrant Holder, any unvested portion of the Warrant shall become fully vested to the Warrant Holder (or his or her estate).
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