-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LbwLycN+MON1AHdIdCbboGBeMvoyWIeISOBvKb3CEy/aobi5zg3NRIs890z3bSHL usteWh5yl8kcuAvDAU2Cxw== 0001157523-05-002035.txt : 20050301 0001157523-05-002035.hdr.sgml : 20050301 20050228202639 ACCESSION NUMBER: 0001157523-05-002035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050222 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050301 DATE AS OF CHANGE: 20050228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOUR OAKS FINCORP INC CENTRAL INDEX KEY: 0001040799 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 562028446 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22787 FILM NUMBER: 05647717 BUSINESS ADDRESS: STREET 1: 6144 US 301 SOUTH STREET 2: P O BOX 309 CITY: FOUR OAKS STATE: NC ZIP: 27524 BUSINESS PHONE: 9199632177 8-K 1 a4832414.txt FOUR OAKS FINCORP 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 22, 2005 FOUR OAKS FINCORP, INC. (Exact name of registrant as specified in its charter) North Carolina 000-22787 56-2028446 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) 6114 U.S. 301 South Four Oaks, North Carolina 27524 (Address of principal executive offices) (Zip Code) (919) 963-2177 Registrant's telephone number, including area code N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement From time to time, Four Oaks Fincorp, Inc. (OTCBB:FOFN) (the "Company") makes stock option awards to officers and directors of the Company and its subsidiaries pursuant to its Nonqualified Stock Option Plan (the "Plan"). The Company filed a copy of the Plan on August 16, 2004 with the Securities and Exchange Commission as Exhibit Number 10.2 to its quarterly report on Form 10-QSB for the quarterly period ended June 30, 2004. The Company is filing as exhibits 10.1 and 10.2, respectively, to this Form 8-K the form of stock option agreement to be used under the Plan for grants of non-qualified stock options to non-employee directors and the form of stock option agreement to be used under the Plan for grants of non-qualified stock options to employees. On February 22, 2005, the Company granted non-qualified stock options under the Plan to directors and executive officers pursuant to the forms of agreement attached hereto as exhibits 10.1 and 10.2, respectively. The options expire on February 22, 2009, the exercise price of each option is $22.75 per share and each option vests and becomes exercisable in full on February 22, 2006. The specific grants are as follows: Grants Pursuant to the Stock Option Agreement for Employees # of Shares of Common Stock Name Underlying Option - ---- ----------------- Ayden R. Lee 4,000 Clifton L. Painter 2,075 Nancy S. Wise 1,975 W. Leon Hiatt, III 1,975 Jeffrey Pope 1,975 Grants Pursuant to the Stock Option Agreement for Non-Employee Directors # of Shares of Common Stock Name Underlying Option - ---- ----------------- M.S. Canaday 300 William J. Edwards 300 Warren L. Grimes 300 William Ashley Turner 300 Dr. R. Max Raynor 300 Paula Canaday Bowman 300 Percy Y. Lee 300 Item 9.01 Financial Statements and Exhibits (c) Exhibits. Exhibit No. Description ----------- ----------- 10.1 Form of Stock Option Agreement for Non-Employee Directors 10.2 Form of Stock Option Agreement for Employees SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FOUR OAKS FINCORP, INC. By: /s/ Ayden R. Lee, Jr. ------------------------------------- Ayden R. Lee, Jr. President and Chief Executive Officer Date: February __, 2005 EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- 10.1 Form of Stock Option Agreement for Non-Employee Directors 10.2 Form of Stock Option Agreement for Employees EX-10.1 2 a4832414ex101.txt EXHIBIT 10.1 Exhibit 10.1 ------------ Form of Stock Option Agreement for Non-Employee Directors --------------------------------------------------------- FOUR OAKS FINCORP, INC. STOCK OPTION PLAN FORM OF STOCK OPTION AGREEMENT (Non-Employee Director) This Option Agreement is made as of the ______ day of _______, ____, by and between Four Oaks Fincorp, Inc., a North Carolina business corporation (the "Company"), and __________, a director of the Company (the "Director"). The Company desires to carry out the purpose of its Stock Option Plan (the "Plan") by affording the Director an opportunity to purchase shares of its common stock, par value one dollar ($1.00) per share (the "Common Stock"), as provided in this Agreement. NOW, THEREFORE, in consideration of the mutual convenience set forth in this Agreement and for other good and valuable consideration, the Company and the Director have agreed, and do by this Agreement agree, as follows: 1. Grant of Option. The Company by this Agreement irrevocably grants to the Director the right and option (the "Option") to purchase ______ (____) shares of Common Stock (such number being subject to adjustment as provided in Paragraph 7 of this Agreement) on the terms and conditions set forth in this Agreement. 2. Purchase Price. The purchase price of the shares of the Common Stock covered by this Option shall be ______ dollars per share. 3. Term of Option. The term of the Option shall be for a period of four (4) years from the date of this Agreement, subject to earlier termination as provided in Paragraphs 5,6,8, and 10 of this Agreement. The Option shall not be exercisable before the first anniversary of the date of this Agreement. The purchase price of the shares of Common Stock as to which the Option shall be exercised shall be paid in full in cash at the time of exercise. Except as provided in Paragraphs 5 and 6 of this Agreement, the Option may not be exercised at any time unless the Director shall be in the Company's continuous employment from the date of this Agreement to the date of the exercise of the Option. The Director as holder of the Option shall not have any of the rights of a shareholder with respect to the shares of Common Stock covered by the Option except to the extent that one or more certificates for such shares shall be issued to her upon the due exercise of the Option and payment of the purchase price and the Company shall make not adjustments for dividends or other rights for which the record date is before the date the Company issues the certificates representing such shares. 4. Nontransferability. The Option shall not be transferable otherwise than by will or the laws of descent and distribution, and during the lifetime of the Director only he may exercise the Option. More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as provided above) pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment, or similar processes. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions of this Agreement and the levy of any execution, attachment, or similar process upon the Option shall be null and void and without effect. 5. Termination of Director Relationship. In the event that the Director's director relationship with the Company shall terminate (except by reason of his death), the Director may exercise the Option (to the extent he is entitled to do so at such termination) at any time within fifteen (15) months after such termination but not more than four (4) years after the date of this Agreement; provided, however, the Option may not be exercised if the Option was previously terminated pursuant to the provisions of Paragraph 8 of the Agreement. 6. Death of Director. If the Director shall die while he shall be a director of the Company or shall die within fifteen (15) months after the termination of his directorship, the Option may be exercised (to the extent that the Director was entitled to do so at his death) by any legatee of the Option under the Director's will, by the Director's personal representative or by any distributees of the Option any time within fifteen (15) months after his death, but not more than four(4) years after the date of this Agreement; provided, however, the Option may not be exercised if the Option was previously terminated pursuant to the provision of Paragraph 5 or 8 of this Agreement. 7. Changes in Capital Structure. Subject to the provisions of Paragraph 8 of this Agreement, if all or any portion of the Option shall be exercised after any stock dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date of this Agreement, as a result of which shares of any class shall be issued in respect of outstanding shares of Common Stock, or shares of Common Stock shall be changed into the same or a different number of shares of the same or another class or classes, the person who exercises the Option shall receive, for the aggregate price paid upon such exercises, the aggregate number and class of shares which, if shares of Common Stock (as authorized at the date of this Agreement) had been purchased by the person as of the date of this Agreement for the same aggregate price (on the basis of the price per share set forth in Paragraph 2) and had not been disposed of, such person would be holding, at the time of such exercise, as a result of such purchase and all such dividend, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations, provided, however, that no fractional share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced to account for any fractional share not issued. No adjustment shall be made in the minimum number of shares which may be purchased at any one time, as fixed by Paragraph 3. 8. Termination of Option on Merger or Sale of Assets. A liquidation of the Company, a merger or consolidation in which the Company is not the surviving or resulting corporation or a sale of all or substantially of the Company's assets shall cause the Option to the extent outstanding to terminate on the effective date of such action. Notwithstanding the preceding sentence, upon a liquidation of the Company, a merger or consolidation in which the Company is not the surviving or resulting corporation or a sale of all or substantially all of the Company's assets, the Director shall have the right, within his sole discretion and without regard to the provision of Paragraph 3 making the Option exercisable only on or after the first anniversary of the date of this Agreement to exercise the Option before the effective date of such action to the extent he shall not have already exercised the Option. To the extent not so exercised the Option shall terminate on the effective date of such action. 9. Method of Exercising Option. Subject to the terms and conditions of this Agreement, the option may be exercised by written notice to the Company. Such notice shall state the election to exercise the Option and the number of shares in respect of which is being exercised and shall be signed by the person who shall exercise the Option. Such notice shall either (a) be accompanied by payment of the full purchase price of such shares, in which event the Company shall deliver a certificate or certificates representing such shares as soon as practicable after notice shall be received; or (b) fix a date (not less than five (5) nor more than fifteen (15) business days from the date such notice shall be received by the Company) for the payment of the full purchase price of such shares against delivery of a certificate or certificates representing such shares. A certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person who shall exercise the Option, and shall be delivered as provided above to or upon the written order of the person who shall exercise the Option. As a condition to the issuance of the shares as to which the Option shall be exercised, the Director authorizes the Company to withhold from any regular cash compensation payable to him any taxes required to be withheld by the Company under Federal, North Carolina or other local law as a result of the exercise of the Option; provided, however, if the Company so requests, the person who shall exercise the Option shall in the alternative remit to the Company at the time of any exercise of the Option any taxes required to be withheld by the Company under Federal, North Carolina or other local law as a result of the exercise of the Option. In the event the Option shall be exercised pursuant to Paragraph 6, by any person other than the Director, the notice of exercise shall be accompanied by appropriate proof of the right of such person to exercise the Option. All shares that shall be purchased in the exercise of the Option shall be fully paid and non-assessable. 10. Forfeiture. If the number of shares of Common Stock available to the Director under the plan, exceeds 40 percent of the sum of (a) the numbers of shares of Common Stock reserved under the Plan (including those shares subject to options) at the time of making the determination and (b) the number of shares of Common Stock purchased under the Plan, Director shall forfeit the option to purchase a number of shares of Common Stock equal to the number of shares in excess of 40 percent of such sum. In computing such excess, adjustments in the number of shares of Common Stock shall be made in a manner consistent with Paragraph 7. Options shall be forfeited in order of purchase price with higher priced options forfeited before lower priced options, without regard to whether the options are evidenced by this Option Agreement or another option agreement. Within the same price range, options shall be forfeited in order of age with older options forfeited before more recently granted options. 11. General. The Company shall make available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement. The exercise of the Option shall be subject to the condition that if at any time the Company shall determine in its discretion that (a) the satisfaction of withholding tax or other withholding liabilities, (b) the listing upon any securities exchange or the registration or qualification under any state or Federal law of any shares of Common Stock otherwise deliverable upon such exercise or (c) the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares of Common Stock pursuant to such exercise, then in any such event, such exercise shall not be effective unless such withholding listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. The Option shall not constitute an incentive stock option (within the meaning of Internal Revenue Code 422). 12. Severability and Governing Law. If any provision of this Agreement or its application to any circumstance be deemed invalid or unenforceable, then the remainder of this Agreement and the application of such provision to other circumstances shall not be affected. This Agreement shall not be effective until executed by the Company at its principal office in Four Oaks, North Carolina, and shall be governed by and construed in accordance with the laws of the State of North Carolina. 13. Notices. Any notices provided under this Agreement shall be in writing and shall be delivered in person to the party to be notified or sent by certified mail. Notices sent to the Company shall be addressed to the Company's principal office in Four Oaks, North Carolina. Notices sent to the Director shall be addressed to the Director at his address as it appears in the Company's regular records. 14. Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Director with respect to the subject matter of this Agreement. No waiver, modification or amendment of any of the terms or conditions of this Agreement shall be effective unless set forth in writing signed by the Company and the Director. IN WITNESS WHEREOF, the Company has caused this Option Agreement to be executed by its duly authorized officers, and the Director has set his hand and seal to this Option Agreement, all as of the day and year first above written. FOUR OAKS FINCORP, INC. BY: ____________________________ Authorized Officer (CORPORATE SEAL) ATTEST __________________________ Secretary ________________________________ Director EX-10.2 3 a4832414ex102.txt EXHIBIT 10.2 Exhibit 10.2 ------------ Form of Stock Option Agreement for Employees -------------------------------------------- FOUR OAKS FINCORP, INC. STOCK OPTION PLAN FORM OF STOCK OPTION AGREEMENT (Employee) This Option Agreement is made as of the day of , , by and between Four Oaks Fincorp, Inc., a North Carolina business corporation (the "Company"), and an employee of the Company (the "Employee"). The Company desires to carry out the purpose of its Stock Option Plan (the "Plan") by affording the Employee an opportunity to purchase shares of its common stock, par value one dollar ($1.00) per share (the "Common Stock"), as provided in this Agreement. NOW, THEREFORE, in consideration of the mutual convenience set forth in this Agreement and for other good and valuable consideration, the Company and the Employee have agreed, and do by this Agreement agree, as follows: 1. Grant of Option. The Company by this Agreement irrevocably grants to the Employee the right and option (the "Option") to purchase ( ) shares of Common Stock (such number being subject to adjustment as provided in Paragraph 7 of this Agreement) on the terms and conditions set forth in this Agreement. 2. Purchase Price. The purchase price of the shares of the Common Stock covered by this Option shall be dollars cents per share. 3. Term of Option. The term of the Option shall be for a period of four (4) years from the date of this Agreement, subject to earlier termination as provided in Paragraphs 5, 6, 8, and 10 of this Agreement. The Option shall not be exercisable before the first anniversary of the date of this Agreement. The purchase price of the shares of Common Stock as to which the Option shall be exercised shall be paid in full in cash at the time of exercise. Except as provided in Paragraphs 5 and 6 of this Agreement, the Option may not be exercised at any time unless the Employee shall be in the Company's continuous employment from the date of this Agreement to the date of the exercise of the Option. The Employee as holder of the Option shall not have any of the rights of a shareholder with respect to the shares of Common Stock covered by the Option except to the extent that one or more certificates for such shares shall be issued to him/her upon the due exercise of the Option and payment of the purchase price and the Company shall make no adjustments for dividends or other rights for which the record date is before the date the Company issues the certificates representing such shares. 4. Nontransferability. The Option shall not be transferable otherwise than by will or the laws of descent and distribution, and during the lifetime of the Employee only he/she may exercise the Option. More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as provided above) pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment, or similar processes. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions of this Agreement and the levy of any execution, attachment, or similar process upon the Option shall be null and void and without effect. 5. Termination of Employment. In the event of any termination of the Employee's employment that is either (a) for cause, or (b) voluntary on the part of the Employee and without the Company's written consent, the Option shall (except to the extent exercised before termination of the Employee's employment) immediately terminate. "Cause" means (a) criminal conviction for fraud, embezzlement, misappropriation or the like, (b) misconduct involving moral turpitude or (c) a failure to perform the Employee's duties faithfully, diligently, competently, and to the best of his/her ability for reasons other than serious physical disability or other incapacity, as determined in the Committee's sole discretion. Retirement in accordance with the Company's normal retirement policies or termination of employment in the event of disability as determined in the Committee's sole discretion shall not be deemed to be voluntary on the part of the Employee. In the event that the Employee's employment shall otherwise terminate (except by reason of his/her death) the Employee may exercise the Option (to the extent she is entitled to do so at the termination of employment) at any time within fifteen (15) months after such termination but not more than four (4) years after the date of this Agreement; provided, however, the Option may not be exercised if the Option was previously terminated pursuant to the provisions of Paragraph 8 of the Agreement. So long as the Employee shall continue to be an employee of the Company the Option shall not be affected by any change in her duties or position. Nothing in this Agreement shall confer upon the Employee any right to continue in the Company's employment or interfere in any way the Company's right to terminate his/her employment at any time. 6. Death of employee. If the Employee shall die while he shall be employed by the Company or shall die within fifteen (15) months after the termination of his/her employment, the Option may be exercised (to the extent that the Employee was entitled to do so at his death) by any legatee of the Option under the Employee's will, by the Employee's personal representative or by any distributees of the Option any time within fifteen (15) months after his/her death, but not more than four(4) years after the date of this Agreement; provided, however, the Option may not be exercised if the Option was previously terminated pursuant to the provision of Paragraph 5 or 8 of this Agreement. 7. Changes in Capital Structure. Subject to the provisions of Paragraph 8 of this Agreement, if all or any portion of the Option shall be exercised after any stock dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date of this Agreement, as a result of which shares of any class shall be issued in respect of outstanding shares of Common Stock, or shares of Common Stock shall be changed into the same or a different number of shares of the same or another class or classes, the person who exercises the Option shall receive, for the aggregate price paid upon such exercises, the aggregate number and class of shares which, if shares of Common Stock (as authorized at the date of this Agreement) had been purchased by the person as of the date of this Agreement for the same aggregate price (on the basis of the price per share set forth in Paragraph 2) and had not been disposed of, such person would be holding, at the time of such exercise, as a result of such purchase and all such dividend, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations, provided, however, that no fractional share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced to account for any fractional share not issued. No adjustment shall be made in the minimum number of shares which may be purchased at any one time, as fixed by Paragraph 3. 8. Termination of Option on Merger or Sale of Assets. A liquidation of the Company, a merger or consolidation in which the Company is not the surviving or resulting corporation or a sale of all or substantially all of the Company's assets shall cause the Option to the extent outstanding to terminate on the effective date of such action. Notwithstanding the preceding sentence, upon a liquidation of the Company, a merger or consolidation in which the Company is not the surviving or resulting corporation or a sale of all or substantially all of the Company's assets, the Employee shall have the right, within his/her sole discretion and without regard to the provision of Paragraph 3 making the Option exercisable only on or after the first anniversary of the date of this Agreement to exercise the Option before the effective date of such action to the extent he/she shall not have already exercised the Option. To the extent not so exercised the Option shall terminate on the effective date of such action. 9. Method of Exercising Option. Subject to the terms and conditions of this Agreement, the option may be exercised by written notice to the Company. Such notice shall state the election to exercise the Option and the number of shares in respect of which is being exercised and shall be signed by the person who shall exercise the Option. Such notice shall either (a) be accompanied by payment of the full purchase price of such shares, in which event the Company shall deliver a certificate or certificates representing such shares as soon as practicable after notice shall be received; or (b) fix a date (not less than five(5) nor more than fifteen (15) business days from the date such notice shall be received by the Company) for the payment of the full purchase price of such shares against delivery of a certificate or certificates representing such shares. A certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person who shall exercise the Option, and shall be delivered as provided above to or upon the written order of the person who shall exercise the Option. As a condition to the issuance of the shares as to which the Option shall be exercised, the Employee authorizes the Company to withhold from any regular cash compensation payable to him any taxes required to be withheld by the Company under Federal, North Carolina or other local law as a result of the exercise of the Option; provided, however, if the Company so requests, the person who shall exercise the Option shall in the alternative remit to the Company at the time of any exercise of the Option any taxes required to be withheld by the Company under Federal, North Carolina or other local law as a result of the exercise of the Option. In the event the Option shall be exercised pursuant to Paragraph 6, by any person other than the Employee, the notice of exercise shall be accompanied by appropriate proof of the right of such person to exercise the Option. All shares that shall be purchased in the exercise of the Option shall be fully paid and non-assessable. 10. Forfeiture. If the sum of (a) the number of shares of Common Stock purchased by the employee under the Company's Employee Stock Purchase and Bonus Plan and (b) the number of shares of Common Stock available to the Employee under the Plan, exceeds 40 percent of the sum of (a) the numbers of shares of Common Stock reserved under the Plan (including those shares subject to options) at the time of making the determination and (b) the number of shares of Common Stock purchased under the Plan, Employee shall forfeit the option to purchase a number of shares of Common Stock equal to the number of shares in excess of 40 percent of such sum. In computing such excess, adjustments in the number of shares of Common Stock shall be made in a manner consistent with Paragraph 7. Options shall be forfeited in order of purchase price with higher priced options forfeited before lower priced options, without regard to whether the options are evidenced by this Option Agreement or another option agreement. Within the same price range, options shall be forfeited in order of age with older options forfeited before more recently granted options. 11. General. The Company shall make available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement. The exercise of the Option shall be subject to the condition that if at any time the Company shall determine in its discretion that (a) the satisfaction of withholding tax or other withholding liabilities, (b) the listing upon any securities exchange or the registration or qualification under any state or Federal law of any shares of Common Stock otherwise deliverable upon such exercise or (c) the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares of Common Stock pursuant to such exercise, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. The Option shall not constitute an incentive stock option (within the meaning of Internal Revenue Code 422). 12. Severability and Governing Law. If any provision of this Agreement or its application to any circumstance be deemed invalid or unenforceable, then the remainder of this Agreement and the application of such provision to other circumstances shall not be affected. This Agreement shall not be effective until executed by the Company at its principal office in Four Oaks, North Carolina, and shall be governed by and construed in accordance with the laws of the State of North Carolina. 13. Notices. Any notices provided under this Agreement shall be in writing and shall be delivered in person to the party to be notified or sent by certified mail. Notices sent to the Company shall be addressed to the Company's principal office in Four Oaks, North Carolina. Notices sent to the Employee shall be addressed to the Employee at his address as it appears in the Company's regular records. 14. Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Employee with respect to the subject matter of this Agreement. No waiver, modification or amendment of any of the terms or conditions of this Agreement shall be effective unless set forth in writing signed by the Company and the Employee. IN WITNESS WHEREOF, the Company has caused this Option Agreement to be executed by its duly authorized officers, and the Employee has set his/her hand and seal to this Option Agreement, all as of the day and year first above written. FOUR OAKS FINCORP, INC. BY: ____________________________ Authorized Officer (CORPORATE SEAL) ATTEST __________________________ Secretary ________________________________ Employee -----END PRIVACY-ENHANCED MESSAGE-----