Incentive Stock Option Plan

EXHIBIT 10.17


EXECUTION COPY
--------------


ABC BANCORP


1997 OMNIBUS STOCK OWNERSHIP
AND LONG TERM INCENTIVE PLAN


INCENTIVE STOCK OPTION AGREEMENT


Number of Date of
Grantee: Shares: Grant:


______________ _____________ _______________

Expiration Exercise Price
Date*: Per Share: Vesting Dates*:

______________ $____________ __________ (20% Shares)
__________ (20% Shares)
Exercisability __________ (20% Shares)
Date*: __________ (20% Shares)
__________ (20% Shares)

______________


THIS AGREEMENT (this "Agreement") is made and entered into as of the date of the grant set forth above (the "Grant Date"), by and between ABC Bancorp, a Georgia corporation ("ABC"), and the above named individual (the "Grantee").


W I T N E S S E T H:
- - - - - - - - - -


WHEREAS, ABC has established the "ABC Bancorp 1997 Omnibus Stock Ownership and Long Term Incentive Plan" (the "Plan") to advance the interests of ABC and any parent or subsidiary corporation of ABC (together with ABC, referred to collectively as the "Company") by strengthening the Company's ability to attract and retain individuals of training, experience and ability in the employ of the Company and to furnish additional incentive to such key employees to promote the Company's financial success.


__________


* Subject to acceleration as provided in Section 3 hereof.


WHEREAS, pursuant to the provisions of the Plan and the respective Written Consents executed on the Grant Date by the Board of Directors of ABC and the Compensation Committee thereof appointed thereby (the "Committee"), the Committee has the full power and authority to direct the execution and delivery of this Agreement in the name and on behalf of ABC in order to evidence and to set forth fully the terms of that certain grant of a stock option to the Grantee as effected by said Written Consents.


NOW, THEREFORE, the parties hereto agree as follows:

1. Grant of ISO. Subject and pursuant to all terms and conditions stated
------------ in this Agreement and in the Plan, which is incorporated herein by this reference and made a part hereof as though fully set forth herein, ABC grants to the Grantee on the Grant Date an incentive stock option (the "ISO", as defined under the Plan) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to purchase the number of shares of ABC's common stock, $1.00 par value per share ("Common Stock"), set forth above (the "Option Shares"), at the exercise price per share set forth above (the "Per- Share Price"), on or before the expiration date set forth above (the "Expiration Date"). The Grantee hereby accepts the ISO on such terms and conditions. The Grantee shall, subject to the limitations of this Agreement and the Plan, have the right to exercise the ISO commencing on the exercisability date set forth above (the "Exercisability Date") by purchasing all or any part of the Option Shares then available for purchase under the vesting schedule set forth above.


2. Exercise of ISO. The Grantee may exercise all or any part of the ISO
--------------- by delivering written notice to the Committee (in the form attached hereto as Exhibit A) of the number of Option Shares (in a multiple of 100, except in the - --------- case of a full exercise of the remaining vested portion of the ISO) to be purchased together with payment in an amount equal to the product of the Per- Share Price times the number of Option Shares to be purchased (the "Exercise Price") made in one of the following forms or a combination thereof:


(a) The Committee may require the Grantee to make a cash payment to the Company equal to the amount of the Exercise Price; or


(b) The Grantee may request, in lieu of cash payment, that the Company either accept shares (of the same class as the Option Shares) owned by the Grantee or withhold Option Shares, each as more fully described below. If the Committee grants any such request in whole or in part, in its sole and absolute discretion, any shares so accepted or withheld by the Company under this paragraph (b) shall be valued at their fair market value, as determined in good faith by the Board of Directors of the Company. In no such event shall any fractional shares be accepted or withheld, and thus any deficiency remaining after the acceptance or withholding of whole shares shall be satisfied by the Grantee in cash.


In the event the Committee has indicated to the Grantee that it will permit payment of the Exercise Price to be made in whole or in part with previously issued stock owned by the Grantee, the stock certificates evidencing the surrendered shares shall accompany the notice of


2


exercise and shall be duly endorsed or accompanied by duly executed stock powers to transfer the same to the Company. In the event that the Committee has indicated to the Grantee that it will permit payment of the Exercise Price to be made in whole or in part with Option Shares, the notice of exercise need not be accompanied by any stock certificates but shall include a statement directing the Company to retain that number of Option Shares as shall equal the number of shares that would have been surrendered to the Company by the Grantee if the Exercise Price had been paid with previously issued stock.


In the event the Grantee does not make such payment when requested, the Company may refuse to issue or cause to be delivered any shares under this Agreement or any other incentive plan agreement entered into by the Grantee and the Company until such payment has been made or arrangements for such payment satisfactory to the Company h ...