-----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, QwMqRB5a4IpQSYzI8gxsZk0/IZl2lG5yFxHFIheiGQTMZz7C6642h8+dBzqs7qZF 7WRcsDcMjJQ7AqGPiuz5tA== 0000018349-05-000024.txt : 20050125 0000018349-05-000024.hdr.sgml : 20050125 20050125153236 ACCESSION NUMBER: 0000018349-05-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050119 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050125 DATE AS OF CHANGE: 20050125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNOVUS FINANCIAL CORP CENTRAL INDEX KEY: 0000018349 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 581134883 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10312 FILM NUMBER: 05547105 BUSINESS ADDRESS: STREET 1: 901 FRONT AVENUE STREET 2: STE 202 PO BOX 120 CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7066494818 MAIL ADDRESS: STREET 1: 901 FRONT AVE STREET 2: STE 202 PO BOX 120 CITY: COLUMBUS STATE: GA ZIP: 31902 FORMER COMPANY: FORMER CONFORMED NAME: CB&T BANCSHARES INC DATE OF NAME CHANGE: 19890912 8-K 1 filing.txt SYNOVUS FORM 8-K FILING 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 January 19, 2005 ---------------- Date of Report (Date of Earliest Event Reported) Synovus Financial Corp. ---------------------- (Exact Name of Registrant as Specified in its Charter) Georgia 1-10312 58-1134883 ------- -------- ---------- (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 1111 Bay Avenue, Suite 500, Columbus, Georgia 31901 --------------------------------------------------- (Address of principal executive offices) (Zip Code) (706) 649-2267 -------------- (Registrant's telephone number, including area code) ------------------------------------------------ (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. - --------- ------------------------------------------- Effective January 21, 2005, Synovus Financial Corp. ("Synovus") made restricted stock award grants pursuant to Synovus' 2002 Long-Term Incentive Plan ("Plan") to the following executives: Executive Number of Restricted Shares ---------- --------------------------- Walter M. Deriso, Jr. 5,845 G. Sanders Griffith, III 5,341 Elizabeth R. James 4,754 Frederick L. Green, III 4,684 Thomas J. Prescott 4,446 Mark G. Holladay 1,976 Calvin Smyre 1,780 The entire restricted stock award will vest three years from the date of grant if the executive remains employed by Synovus or a subsidiary of Synovus. The restricted stock awards were evidenced by a Restricted Stock Award Agreement in the form filed as Exhibit 10.1 hereto and incorporated by reference herein, which agreement is the form of Restricted Stock Award Agreement to be used by Synovus in connection with restricted stock award grants under the Plan. Also effective January 21, 2005, Synovus made performance-based restricted stock award grants pursuant to the Plan to the following executives: Executive Number of Performance-Based Restricted Shares --------- --------------------------------------------- Richard E. Anthony 63,386 Frederick L. Green, III 26,100 The restricted stock has a seven year performance-based vesting period which begins January 1, 2005 and ends December 31, 2011. Within 90 days of the beginning of the calendar year of the vesting period, Synovus' Compensation Committee will establish an earnings per share performance goal. If the performance goal for the applicable year is attained, and the executive remains in the continuous employ of Synovus (or a subsidiary of Synovus) through December 31 of the applicable year, then 20% of the restricted stock will vest as of the date the Compensation Committee determines that the performance goal was attained for the applicable year. The performance-based restricted stock awards were evidenced by a Performance-Based Restricted Stock Award Agreement in the form filed as Exhibit 10.2 hereto and incorporated by reference herein, 2 which agreement is the form of Performance-Based Restricted Stock Award Agreement to be used by Synovus in connection with performance-based restricted stock award grants under the Plan. A summary of the material features of the Plan is set forth in Synovus' Proxy Statement for the 2002 Annual Meeting of Shareholders filed with the Securities and Exchange Commission ("SEC") on March 12, 2002. The summary is qualified in its entirety by reference to the full text of the Plan which is filed as Exhibit 10.4 to Synovus' Annual Report on Form 10-K for the year ended December 31, 2001 as filed with the SEC on March 21, 2002 and incorporated herein by reference. Item 5.02 Departure of Directors or Principal Officers; Election of - --------- ---------------------------------------------------------- Directors; Appointment of Principal Officers. -------------------------------------------- On January 19, 2005, Joe E. Beverly, a director of Synovus, resigned as a director and was elected by the Board of Directors of Synovus as an advisory director. Mr. Beverly will continue to serve as Chairman of the Board of Commercial Bank, a banking subsidiary of Synovus. Item 9.01 Financial Statements and Exhibits. - --------- ---------------------------------- (c) Exhibits Exhibit No. Description ---------- ----------- 10.1 Form of Restricted Stock Award Agreement for use in connection with the Synovus 2002 Long-Term Incentive Plan 10.2 Form of Performance-Based Restricted Stock Award Agreement for use in connection with the Synovus 2002 Long-Term Incentive Plan 10.3 Synovus 2002 Long-Term Incentive Plan incorporated by reference to Exhibit 10.4 of Synovus' Annual Report on Form 10-K for the year ended December 31, 2001, as filed with the SEC on March 21, 2002. 3 Signature --------- Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SYNOVUS FINANCIAL CORP. ("Registrant") Dated: January 25, 2005 By:/s/Kathleen Moates ----------------- ------------------------- Kathleen Moates Senior Deputy General Counsel 4 EX-10.1 2 exhibit101.txt RESTRICTED STOCK AWARD AGREEMENT Exhibit 10.1 RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT ("Agreement") is made effective as of _____________________, 200__, by and between SYNOVUS FINANCIAL CORP., a Georgia corporation (the "Corporation"), and ______________________________ ("Executive"). WHEREAS, Executive has been awarded _______ fully paid and non-assessable shares of the Common Stock of the Corporation, par value $1.00 per share ("Restricted Shares"), pursuant to the terms and conditions of the Corporation's 2002 Long-Term Incentive Plan ("Plan") and this Agreement; and WHEREAS, the Restricted Shares will be held in an account at Mellon Investor Services, LLC ("Mellon") for Executive until the shares become transferable and non-forfeitable in accordance with the terms and conditions of the Plan and this Agreement. NOW, THEREFORE, in accordance with the provisions of the Plan and this Agreement, Executive hereby agrees to the following terms and conditions: 1. Transfer of Shares; Custody of Restricted Shares ------------------------------------------------ The Corporation hereby transfers the Restricted Shares to Executive subject to the terms and conditions set forth in the Plan and in this Agreement. Effective upon the date of such transfer, Executive will be the holder of record of the Restricted Shares and will have all rights of a shareholder with respect to such shares (including the right to vote such shares at any meeting at which the holders of the Corporation's Common Stock may vote, the right to receive all dividends declared and paid upon such shares and the right to exercise any rights or warrants issued in respect of any such shares), subject only to the terms and conditions set forth in the Plan and in this Agreement. The Restricted Shares will be held in an account for Executive at Mellon, who will hold the shares in accordance with the terms and conditions set forth in the Plan and in this Agreement. 2. Restriction Against Transfer ---------------------------- Neither the Restricted Shares nor any interest in the Restricted Shares may be sold, assigned, transferred, pledged or hypothecated or otherwise be disposed of or encumbered except at the time(s) and under the circumstances specifically permitted or required by this Agreement including, but not limited to, any pledge of the Restricted Shares. In the event of any attempt to effect any action in contravention of the next preceding sentence, then, any provision of this Agreement to the contrary notwithstanding, such Restricted Shares shall thereupon be forfeited to the Corporation. 3. Forfeiture Condition -------------------- Any Restricted Shares which do not vest pursuant to the provisions of Section 4 below will be forfeited to the Corporation unless the Corporation's Compensation Committee in its sole discretion determines otherwise, as more fully provided in Section 4 below. 1 4. Vesting of Restricted Shares ---------------------------- (a) Vesting Conditions. If Executive remains in the continuous employ of the Corporation or a Subsidiary of the Corporation through the date(s) indicated in Column I below, the Restricted Shares will become non-forfeitable (i.e., "vest") to the extent indicated in Column II below: (I) (II) If employment the % of the Restricted continues through then Shares which vests is ----------------- ----------------------- ____________, 200__ 100% Such vesting will occur (to the extent indicated in Column (II) above) at the close of business on the applicable date(s) indicated in Column (I) above. Any Restricted Shares which are not vested on the date of Executive's termination of employment will be forfeited to the Corporation, unless the Compensation Committee in its sole and exclusive discretion determines otherwise. (b) Effect of Voluntary Termination or Termination for Cause or Suicide. If Executive's employment with the Corporation and its Subsidiaries is terminated: (i) by Executive voluntarily or (ii) by the Corporation or a Subsidiary for Cause or (iii) by Executive's death due to suicide before all Restricted Shares vest pursuant to the provisions of paragraph 4(a) above, then any Restricted Shares which are not vested at the time of such termination will be forfeited to the Corporation on the date of such termination, unless the Compensation Committee in its sole and exclusive discretion determines otherwise. (c) Effect of Death (Other Than by Suicide) or Disability. If Executive's employment with the Corporation and its Subsidiaries terminates by reason of Executive's death (other than by suicide) or Disability, then any Restricted Shares which are not vested at the time of such termination will become vested automatically. (d) Effect of Retirement or Leave of Absence. If Executive's employment with the Corporation and its Subsidiaries is terminated by reason of Executive's Retirement, Executive will receive the Restricted Shares that are vested on the date of Executive's Retirement. Any Restricted Shares which are not vested on the date of Executive's Retirement will be forfeited to the Corporation, unless the Compensation Committee in its sole and exclusive discretion determines otherwise. A leave of absence which is approved in writing by the Compensation Committee with specific reference to this Agreement will not be considered a termination of Executive's employment with the Corporation and its subsidiaries for purposes of this Section 4 or any other provision of this Agreement. (e) No Forfeiture of Vested Shares. Any Restricted Share which vests pursuant to the preceding provisions of this Section 4 will not thereafter be forfeited. As soon as practicable after any Restricted Shares vest pursuant to the preceding provisions of this Section 4, Mellon will transfer or deliver such shares to Executive free of any restrictions imposed pursuant to the terms and conditions set forth in this Agreement, but not necessarily free of restrictions imposed by applicable securities laws. 2 5. Effect of Forfeiture -------------------- Any Restricted Shares which are forfeited to the Corporation pursuant to any provision of this Agreement will be surrendered and such shares will thereupon be canceled. All of Executive's rights and interests in and to such shares (including the purchase price, if any, paid for such shares) will terminate upon such forfeiture without any payment of consideration by the Corporation, unless otherwise determined by the Committee. 6. General Provisions ------------------ (a) Administration, Interpretation and Construction. The terms and conditions set forth in this Agreement will be administered, interpreted and construed by the Compensation Committee, whose decisions will be final, conclusive and binding on the Corporation, on Executive and on anyone claiming under or through the Corporation or Executive. Without limiting the generality of the foregoing, any determination as to whether an event has occurred or failed to occur which causes the Restricted Shares to be forfeited pursuant to the terms and conditions set forth in this Agreement, will be made in the good faith but absolute discretion of the Compensation Committee. By accepting the transfer of Restricted Shares, Executive irrevocably consents and agrees to the terms and conditions set forth in this Agreement and to all actions, decisions and determinations to be taken or made by the Compensation Committee in good faith pursuant to the terms and conditions set forth in this Agreement. (b) Withholding. The Corporation will have the right to withhold from any payments to be made to Executive (whether under this Agreement or otherwise) any taxes the Corporation determines it is required to withhold with respect to Executive under the laws and regulations of any governmental authority, whether Federal, state or local and whether domestic or foreign, in connection with this Agreement, including, without limitation, taxes in connection with the transfer of Restricted Shares or the lapse of restrictions on Restricted Shares. Failure to submit any such withholding taxes shall be deemed to cause otherwise lapsed restrictions on Restricted Shares not to lapse. (c) Rights Not Assignable or Transferable. No rights under this Agreement will be assignable or transferable other than by will or the laws of descent and distribution, either voluntarily, or, to the full extent permitted by law, involuntarily, by way of encumbrance, pledge, attachment, levy or charge of any nature except as otherwise provided in this Agreement. Executive's rights under this Agreement will be exercisable during Executive's lifetime only by Executive or by Executive's guardian or legal representative. (d) Terms and Conditions Binding. The terms and conditions set forth in the Plan and in this Agreement will be binding upon and inure to the benefit of the Corporation, its successors and assigns, including any assignee of the Corporation and any successor to the Corporation by merger, consolidation or otherwise, and Executive, Executive's heirs, devisees and legal representatives. In addition, the terms and conditions set forth in the Plan and in this Agreement will be binding upon and inure to the benefit of Mellon and its successors and assigns. (e) No Employment Rights. No provision of this Agreement or the Plan will be deemed to confer upon Executive any right to continue in the employ of the Corporation or a Subsidiary or 3 will in any way affect the right of the Corporation or a Subsidiary to dismiss or otherwise terminate Executive's employment at any time for any reason with or without cause, or will be construed to impose upon the Corporation or a Subsidiary any liability for any forfeiture of Restricted Shares which may result under this Agreement if Executive's employment is so terminated. (f) No Liability for Good Faith Business Acts or Omissions. Executive recognizes and agrees that the Compensation Committee, the Board, or the officers, agents or employees of the Corporation and its Subsidiaries, in their oversight or conduct of the business and affairs of the Corporation and its Subsidiaries, may in good faith cause the Corporation or a Subsidiary to act, or to omit to act, in a manner that may, directly or indirectly, prevent the Restricted Shares from vesting. No provision of this Agreement will be interpreted or construed to impose any liability upon the Corporation, a Subsidiary, the Compensation Committee, Board or any officer, agent or employee of the Corporation or a Subsidiary, for any forfeiture of Restricted Shares that may result, directly or indirectly, from any such action or omission. (g) Recapitalization. In the event that Executive receives, with respect to Restricted Shares, any securities or other property (other than cash dividends) as a result of any stock dividend or split, spin-off, recapitalization, merger, consolidation, combination or exchange of shares or a similar corporate change, any such securities or other property received by Executive will likewise be held by Mellon and be subject to the terms and conditions set forth in this Agreement and will be included in the term "Restricted Shares." (h) Appointment of Agent. By accepting the transfer of Restricted Shares, Executive irrevocably nominates, constitutes, and appoints Mellon as Executive's agent for purposes of surrendering or transferring the Restricted Shares to the Corporation upon any forfeiture required or authorized by this Agreement. This power is intended as a power coupled with an interest and will survive Executive's death. In addition, it is intended as a durable power and will survive Executive's disability. (i) Legal Representative. In the event of Executive's death or a judicial determination of Executive's incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to Executive's heirs or devises. (j) Titles. The titles to sections or paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any section or paragraph. (k) Plan Governs. The Restricted Shares are being transferred to Executive pursuant to and subject to the Plan, a copy of which is available upon request to the Corporate Secretary of the Corporation. The provisions of the Plan are incorporated herein by this reference, and all capitalized terms in this Agreement shall have the same meanings given to such terms in the Plan. The terms and conditions set forth in this Agreement will be administered, interpreted and construed in accordance with the Plan, and any such term or condition which cannot be so administered, interpreted or construed will to that extent be disregarded. (l) Complete Agreement. This instrument contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes and replaces all prior agreements and 4 understandings with respect to such subject matter. The parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein or incorporated by reference. (m) Amendment; Modification; Waiver. No provision set forth in this Agreement may be amended, modified or waived unless such amendment, modification or waiver shall be authorized by the Compensation Committee and shall be agreed to in writing, signed by Executive and by an officer of the Corporation duly authorized to do so. No waiver by either party hereto of any breach by the other party of any condition or provision set forth in this Agreement to be performed by such other party will be deemed a waiver of a subsequent breach of such condition or provision, or will be deemed a waiver of a similar or dissimilar provision or condition at the same time or at any prior or subsequent time. (n) Governing Law. The validity, interpretation, performance and enforcement of the terms and conditions set forth in this Agreement will be governed by the laws of the State of Georgia, the state in which the Corporation is incorporated, without giving effect to the principles of conflicts of law of that state. The Corporation has issued the Restricted Shares in accordance with the foregoing terms and conditions and in accordance with the provisions of the Plan. By signing below, Executive hereby agrees to the foregoing terms and conditions of the Restricted Shares. IN WITNESS WHEREOF, Executive has set Executive's hand and seal, effective as of the date and year set forth above. (L.S.) -------------------------------------------- 5 EX-10.2 3 exhibit102.txt PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT Exhibit 10.2 PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT ("Agreement") is made effective as of _____________________, 200__, by and between SYNOVUS FINANCIAL CORP., a Georgia corporation (the "Corporation"), and ______________________________ ("Executive"). WHEREAS, Executive has been awarded _______ fully paid and non-assessable shares of the Common Stock of the Corporation, par value $1.00 per share ("Restricted Shares"), pursuant to the terms and conditions of the Corporation's 2002 Long-Term Incentive Plan ("Plan") and this Agreement; and WHEREAS, the Restricted Shares will be held in an account at Mellon Investor Services, LLC ("Mellon") for Executive until the shares become transferable and non-forfeitable in accordance with the terms and conditions of the Plan and this Agreement. NOW, THEREFORE, in accordance with the provisions of the Plan and this Agreement, Executive hereby agrees to the following terms and conditions: 1. Transfer of Shares; Custody of Restricted Shares ------------------------------------------------ The Corporation hereby transfers the Restricted Shares to Executive subject to the terms and conditions set forth in the Plan and in this Agreement. Effective upon the date of such transfer, Executive will be the holder of record of the Restricted Shares and will have all rights of a shareholder with respect to such shares (including the right to vote such shares at any meeting at which the holders of the Corporation's Common Stock may vote, the right to receive all dividends declared and paid upon such shares and the right to exercise any rights or warrants issued in respect of any such shares), subject only to the terms and conditions set forth in the Plan and in this Agreement. The Restricted Shares will be held in an account for Executive at Mellon, who will hold the shares in accordance with the terms and conditions set forth in the Plan and in this Agreement. 2. Restriction Against Transfer ---------------------------- Neither the Restricted Shares nor any interest in the Restricted Shares may be sold, assigned, transferred, pledged or hypothecated or otherwise be disposed of or encumbered except at the time(s) and under the circumstances specifically permitted or required by this Agreement including, but not limited to, any pledge of the Restricted Shares. In the event of any attempt to effect any action in contravention of the next preceding sentence, then, any provision of this Agreement to the contrary notwithstanding, such Restricted Shares shall thereupon be forfeited to the Corporation. 3. Forfeiture Condition -------------------- Any Restricted Shares which do not vest pursuant to the provisions of Section 4 below will be forfeited to the Corporation, as more fully provided in Section 4 below. 1 4. Vesting of Restricted Shares ---------------------------- (a) Vesting Conditions. The vesting of the Restricted Shares will occur over a ______-year period of time, January 1, ____ to December 31, ____ (the "Vesting Period"), unless Executive becomes 100% vested pursuant to this paragraph 4(a) or paragraph 4(c) before December 31, ____, in which case the Vesting Period shall end earlier. Within 90 days after the beginning of each calendar year during the Vesting Period, the Compensation Committee will establish a performance goal for such calendar year based upon the Corporation's earnings per share (each such goal is hereinafter referred to as the "Performance Measure" for the applicable year of the Vesting Period). If the Performance Measure for an applicable year of the Vesting Period is attained, and if Executive remains in the continuous employ of the Corporation or a Subsidiary of the Corporation through December 31 of the applicable year of the Vesting Period, then __% of the Restricted Shares will vest as of the date the Compensation Committee determines that the Performance Measure has been attained. Unless previously forfeited pursuant to paragraphs 4(b) or (d), or vested pursuant to paragraph 4(c), any Restricted Shares that are not vested pursuant to the provisions of this paragraph as a result of the attainment of Performance Measures and continued employment during the Vesting Period automatically will be forfeited to the Corporation. (b) Effect of Voluntary Termination or Termination for Cause or Suicide. If Executive's employment with the Corporation and its Subsidiaries is terminated prior to the end of the Vesting Period: (i) by Executive voluntarily or (ii) by the Corporation or a Subsidiary for Cause or (iii) by Executive's death due to suicide before all Restricted Shares vest pursuant to the provisions of paragraph 4(a) above, then any Restricted Shares which are not vested at the time of such termination will be forfeited to the Corporation on the date of such termination. (c) Effect of Death (Other Than by Suicide) or Disability. If Executive's employment with the Corporation and its Subsidiaries terminates prior to the end of the Vesting Period by reason of Executive's death (other than by suicide) or Disability, then any Restricted Shares which are not vested at the time of such termination will become vested automatically. (d) Effect of Retirement or Leave of Absence. If Executive's employment with the Corporation and its Subsidiaries is terminated prior to the end of the Vesting Period by reason of Executive's Retirement, then any Restricted Shares which are not vested on the date of Executive's Retirement will be forfeited to the Corporation on the date of such Retirement, unless the Compensation Committee in its sole and exclusive discretion determines otherwise. A leave of absence which is approved in writing by the Compensation Committee with specific reference to this Agreement will not be considered a termination of Executive's employment with the Corporation and its subsidiaries for purposes of this Section 4 or any other provision of this Agreement. (e) No Forfeiture of Vested Shares. Any Restricted Share which vests pursuant to the preceding provisions of this Section 4 will not thereafter be forfeited. As soon as practicable after any Restricted Shares vest pursuant to the preceding provisions of this Section 4, Mellon will transfer or deliver such shares to Executive free of any restrictions imposed pursuant to the terms and conditions set forth in this Agreement, but not necessarily free of restrictions imposed by applicable securities laws. 2 5. Effect of Forfeiture -------------------- Any Restricted Shares which are forfeited to the Corporation pursuant to any provision of this Agreement will be surrendered and such shares will thereupon be canceled. All of Executive's rights and interests in and to such shares (including the purchase price, if any, paid for such shares) will terminate upon such forfeiture without any payment of consideration by the Corporation, unless otherwise determined by the Committee. 6. General Provisions ------------------ (a) Administration, Interpretation and Construction. The terms and conditions set forth in this Agreement will be administered, interpreted and construed by the Compensation Committee, whose decisions will be final, conclusive and binding on the Corporation, on Executive and on anyone claiming under or through the Corporation or Executive. Without limiting the generality of the foregoing, any determination as to whether an event has occurred or failed to occur which causes the Restricted Shares to be forfeited pursuant to the terms and conditions set forth in this Agreement, will be made in the good faith but absolute discretion of the Compensation Committee. By accepting the transfer of Restricted Shares, Executive irrevocably consents and agrees to the terms and conditions set forth in this Agreement and to all actions, decisions and determinations to be taken or made by the Compensation Committee in good faith pursuant to the terms and conditions set forth in this Agreement. (b) Withholding. The Corporation will have the right to withhold from any payments to be made to Executive (whether under this Agreement or otherwise) any taxes the Corporation determines it is required to withhold with respect to Executive under the laws and regulations of any governmental authority, whether Federal, state or local and whether domestic or foreign, in connection with this Agreement, including, without limitation, taxes in connection with the transfer of Restricted Shares or the lapse of restrictions on Restricted Shares. Failure to submit any such withholding taxes shall be deemed to cause otherwise lapsed restrictions on Restricted Shares not to lapse. (c) Rights Not Assignable or Transferable. No rights under this Agreement will be assignable or transferable other than by will or the laws of descent and distribution, either voluntarily, or, to the full extent permitted by law, involuntarily, by way of encumbrance, pledge, attachment, levy or charge of any nature except as otherwise provided in this Agreement. Executive's rights under this Agreement will be exercisable during Executive's lifetime only by Executive or by Executive's guardian or legal representative. (d) Terms and Conditions Binding. The terms and conditions set forth in the Plan and in this Agreement will be binding upon and inure to the benefit of the Corporation, its successors and assigns, including any assignee of the Corporation and any successor to the Corporation by merger, consolidation or otherwise, and Executive, Executive's heirs, devisees and legal representatives. In addition, the terms and conditions set forth in the Plan and in this Agreement will be binding upon and inure to the benefit of Mellon and its successors and assigns. 3 (e) No Employment Rights. No provision of this Agreement or the Plan will be deemed to confer upon Executive any right to continue in the employ of the Corporation or a Subsidiary or will in any way affect the right of the Corporation or a Subsidiary to dismiss or otherwise terminate Executive's employment at any time for any reason with or without cause, or will be construed to impose upon the Corporation or a Subsidiary any liability for any forfeiture of Restricted Shares which may result under this Agreement if Executive's employment is so terminated. (f) No Liability for Good Faith Business Acts or Omissions. Executive recognizes and agrees that the Compensation Committee, the Board, or the officers, agents or employees of the Corporation and its Subsidiaries, in their oversight or conduct of the business and affairs of the Corporation and its Subsidiaries, may in good faith cause the Corporation or a Subsidiary to act, or to omit to act, in a manner that may, directly or indirectly, prevent the Restricted Shares from vesting. No provision of this Agreement will be interpreted or construed to impose any liability upon the Corporation, a Subsidiary, the Compensation Committee, Board or any officer, agent or employee of the Corporation or a Subsidiary, for any forfeiture of Restricted Shares that may result, directly or indirectly, from any such action or omission. (g) Recapitalization. In the event that Executive receives, with respect to Restricted Shares, any securities or other property (other than cash dividends) as a result of any stock dividend or split, spin-off, recapitalization, merger, consolidation, combination or exchange of shares or a similar corporate change, any such securities or other property received by Executive will likewise be held by Mellon and be subject to the terms and conditions set forth in this Agreement and will be included in the term "Restricted Shares." (h) Appointment of Agent. By accepting the transfer of Restricted Shares, Executive irrevocably nominates, constitutes, and appoints Mellon as Executive's agent for purposes of surrendering or transferring the Restricted Shares to the Corporation upon any forfeiture required or authorized by this Agreement. This power is intended as a power coupled with an interest and will survive Executive's death. In addition, it is intended as a durable power and will survive Executive's disability. (i) Legal Representative. In the event of Executive's death or a judicial determination of Executive's incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to Executive's heirs or devises. (j) Titles. The titles to sections or paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any section or paragraph. (k) Plan Governs. The Restricted Shares are being transferred to Executive pursuant to and subject to the Plan, a copy of which is available upon request to the Corporate Secretary of the Corporation. The provisions of the Plan are incorporated herein by this reference, and all capitalized terms in this Agreement shall have the same meanings given to such terms in the Plan. The terms and conditions set forth in this Agreement will be administered, interpreted and construed in accordance with the Plan, and any such term or condition which cannot be so administered, interpreted or construed will to that extent be disregarded. 4 (l) Complete Agreement. This instrument contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes and replaces all prior agreements and understandings with respect to such subject matter. The parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein or incorporated by reference. (m) Amendment; Modification; Waiver. No provision set forth in this Agreement may be amended, modified or waived unless such amendment, modification or waiver shall be authorized by the Compensation Committee and shall be agreed to in writing, signed by Executive and by an officer of the Corporation duly authorized to do so. No waiver by either party hereto of any breach by the other party of any condition or provision set forth in this Agreement to be performed by such other party will be deemed a waiver of a subsequent breach of such condition or provision, or will be deemed a waiver of a similar or dissimilar provision or condition at the same time or at any prior or subsequent time. (n) Governing Law. The validity, interpretation, performance and enforcement of the terms and conditions set forth in this Agreement will be governed by the laws of the State of Georgia, the state in which the Corporation is incorporated, without giving effect to the principles of conflicts of law of that state. The Corporation has issued the Restricted Shares in accordance with the foregoing terms and conditions and in accordance with the provisions of the Plan. By signing below, Executive hereby agrees to the foregoing terms and conditions of the Restricted Shares. IN WITNESS WHEREOF, Executive has set Executive's hand and seal, effective as of the date and year set forth above. (L.S.) -------------------------------------------- 5 -----END PRIVACY-ENHANCED MESSAGE-----