Federal
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82-1147778
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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Mr. Johnny S. Smith
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Thomas P. Hutton, Esq.
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President and Chief Executive Officer
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Edward Quint, Esq.
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Community First Bancshares, Inc.
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Luse Gorman, PC
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3175 Highway 278
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5335 Wisconsin Ave., N.W., Suite 780
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Covington, Georgia 30014
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Washington, DC 20015-2035
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(770) 786-7088
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(202) 274-2000
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(Name, Address and Telephone
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Number of Agent for Service)
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☐
(Do not check if a smaller reporting company)
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Smaller reporting company
☒
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Emerging growth company
☒
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Title of
Securities
to be
Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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Common stock, par value $0.01 per share
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517,123
(2)
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$11.51
(4)
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$5,952,086
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$742
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Stock Options
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369,374
(3)
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N/A
(5)
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(1) |
Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the Community First Bancshares, Inc. 2018 Equity Incentive Plan (the "Equity Plan") as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Community First Bancshares, Inc. (the "Company") pursuant to 17 C.F.R. Section 230.416(a) under the Securities Act of 1933, as amended (the "Securities Act").
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(2) |
Represents the number of shares of common stock reserved for issuance under the Equity Plan for any grants of stock options and restricted stock.
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(3) |
Represents the number of stock options reserved for issuance under the Equity Plan for any future grants of stock options.
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(4) |
Determined pursuant to 17 C.F.R. Section 230.457(h)(1) of the Securities Act.
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(5) |
Pursuant to 17 C.F.R. Section 230.457(h)(3) of the Securities Act, no registration fee is required to be paid.
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(ii) |
Reasonable costs and expenses, including reasonable attorney's fees, actually paid or incurred by that person in defending or settling such action, or in enforcing his or her rights under this section if he or she attains a favorable judgment in such enforcement action,
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c. |
Final judgment in his or her favor, other than on the merits, if a majority of the disinterested directors of the mutual holding company determine that he or she was acting in good faith within the scope of his or her employment or authority as he or she could reasonably have perceived it under the circumstances and for a purpose he or she could reasonably have believed under the circumstances was in the best interests of the mutual holding company or its members.
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(i) |
"Action" means any judicial or administrative proceeding, or threatened proceeding, whether civil, criminal, or otherwise, including any appeal or other proceeding for review;
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(ii) |
"Court" includes, without limitation, any court to which or in which any appeal or any proceeding for review is brought;
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(iii) |
"Final Judgment" means a judgment, decree, or order which is not appealable or as to which the period for appeal has expired with no appeal taken;
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(iv) |
"Settlement" includes the entry of a judgment by consent or confession or a plea of guilty or of
nolo contendere
.
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Regulation S-K
Exhibit Number
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Document
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Reference to Prior Filing or
Exhibit No. Attached Hereto
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Form of Common Stock Certificate
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*
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Opinion of Luse Gorman, PC
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Attached as Exhibit 5
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Community First Bancshares, Inc. 2018 Equity Incentive Plan
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**
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Form of Restricted Stock Award Agreement
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Attached as Exhibit 10.2
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Form of Incentive Stock Option Award Agreement
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Attached as Exhibit 10.3
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Form of Non-Qualified Stock Option Award Agreement
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Attached as Exhibit 10.4
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Consent of Luse Gorman, PC
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Contained in Exhibit 5
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Consent of Porter Keadle Moore, LLC
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Attached as Exhibit 23.2
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Power of Attorney
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Contained on Signature Page
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* |
Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (File No. 333-215041) originally filed by the Company under the Securities Act with the Commission on December 12, 2016, and all amendments or reports filed for the purpose of updating such description.
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** |
Incorporated by reference to Appendix A to the definitive proxy statement for the Special Meeting of Stockholders of Community First Bancshares, Inc. (File No. 001-38074), filed by the Company under the Exchange Act on July 18, 2018.
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COMMUNITY FIRST BANCSHARES, INC.
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By:
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/s/ Johnny S. Smith
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Johnny S. Smith
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President and Chief Executive Officer
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(Duly Authorized Representative)
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Signatures
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Title
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Date
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/s/ Johnny S. Smith
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President, Chief Executive
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September 6, 2018
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Johnny S. Smith
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Officer and Director
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(Principal Executive Officer)
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/s/ Tessa M. Nolan
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Senior Vice President and
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September 6, 2018
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Tessa M. Nolan
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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/s/ William D. Fortson, Jr.
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Chairman of the Board
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September 6, 2018
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William D. Fortson, Jr.
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/s/ Marshall L. Ginn
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Director
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September 6, 2018
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Marshall L. Ginn
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Signatures
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Title
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Date
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/s/ Bob W. Richardson
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Director
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September 6, 2018
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Bob W. Richardson
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/s/ Howard G. Roberts
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Director
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September 6, 2018
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Howard G. Roberts
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/s/ Mark Ross
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Director
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September 6, 2018
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Mark Ross
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/s/ Edward P. Stone
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Director
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September 6, 2018
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Edward P. Stone
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Re: |
Community First Bancshares, Inc.
-
Registration Statement on Form S-8
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Very truly yours,
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/s/ Luse Gorman, PC
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LUSE GORMAN, PC
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1.
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Name of Participant
:___________________________________________________
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2.
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Date of Grant:________________________________________________________
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3.
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Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award:___________________________
(subject to adjustment pursuant to Section 9 hereof).
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4.
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Vesting Schedule
. Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with the vesting schedule specified herein.
The Restricted Stock granted under this Agreement shall vest in ___ (__) equal annual installments, with the first installment vesting on the first anniversary of the date of grant, or __________, 20__, and succeeding installments on each anniversary thereafter, through _________, 20__, subject to accelerated vesting under Section 9 of this Agreement. To the extent the Restricted Stock awarded are not equally divisible by "___," any excess Restricted Stock shall vest on _________, 20__.
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Vesting will automatically accelerate pursuant to Sections 2.9 and 4.1 of the Plan (in the event of death, Disability or Involuntary Termination at or following a Change in Control).
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5.
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Grant of Restricted Stock Award
.
The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be either registered in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock, or registered in the name of, and delivered to, the Participant. Notwithstanding the foregoing, the Company may, in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards.
If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock. The Restricted Stock awarded to the Participant will not be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.
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6.
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Terms and Conditions
.
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6.1
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The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require shareholder vote.
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6.2
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Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be retained and distributed to the Participant within thirty (30) days after the Restricted Stock vests. If the Stock does not vest, the dividends will be forfeited by the Participant. No dividend will be paid with respect to any Restricted Stock Award subject to performance-based vesting conditions unless and until the Participant vests in such Restricted Stock Award. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award will be subject to the same restrictions and will vest at the same time as the shares of Restricted Stock from which said dividends were derived.
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7.
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Delivery of Shares.
Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity
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8.
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Change in Control.
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8.1
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In the event of an Involuntary Termination at or following a Change in Control, all Restricted Stock Awards held by the Participant will become fully vested.
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8.2
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A "
Change in Control
" will be deemed to have occurred as provided in Section 4.2 of the Plan.
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9.
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Adjustment Provisions.
This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan
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10.
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Effect of Termination of Service on Restricted Stock Award.
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10.1
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This Restricted Stock Award will vest as follows:
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(i)
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Death
. In the event of the Participant's Termination of Service by reason of the Participant's death, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not immediately vested, at the date of Termination of Service.
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(ii)
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Disability
. In the event of the Participant's Termination of Service by reason of Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not immediately vested, at the date of Termination of Service.
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(iii)
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Retirement
. In the event of the Participant's Termination of Service by reason of the Participant's Retirement, any Restricted Stock award that has not vested as of the date of Termination of Service will expire and be forfeited. The term "Retirement" shall have the meaning set forth in Section 8.1(aa) of the Plan.
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(iv)
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Termination for Cause
.
If the Participant's Service has been terminated for Cause, all Restricted Stock granted to a Participant that has not vested will expire and be forfeited.
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(v)
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Other Termination
.
If a Participant terminates Service for any reason other than due to death, Disability, Retirement, Involuntary Termination at or following a Change in Control or for Cause, all shares of Restricted Stock awarded to the Participant which have not vested as of the date of Termination of Service will expire and be forfeited.
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11.
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Miscellaneous.
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11.1
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No Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
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11.2
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This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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11.3
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Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant.
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11.4
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This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of Georgia.
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11.5
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This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
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COMMUNITY FIRST BANCSHARES, INC.
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By:________________________________
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Its:________________________________
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PARTICIPANT
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____________________________________
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1.
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Name of Participant
:___________________________________________
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2.
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Date of Grant:________________________________________________
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3.
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Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option:_________________________
(subject to adjustment pursuant to Section 10 hereof).
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•
This is an Incentive Stock Option ("
ISO
") to the maximum extent permitted under Code Section 422(d).
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4.
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Exercise price per share:_____________________________________________
(subject to adjustment pursuant to Section 10 below)
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5.
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Expiration Date of Option:_____________________________________________
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6.
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Vesting Schedule
. Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option's expiration date, in accordance with the vesting schedule specified herein.
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The Options granted under this Agreement shall vest in five (5) equal annual installments, with the first installment becoming exercisable on the first anniversary of the date of grant, or ________, 20__, and succeeding installments on each anniversary thereafter, through ________, 20__. To the extent the Options awarded to me are not equally divisible by "5," any excess Options shall vest on ________, 20__.
This Option may not be exercised at any time on or after the Option's expiration date. Vesting will automatically accelerate pursuant to Sections 2.9 and 4.1 of the Plan (in the event of death or Disability or Involuntary Termination at or following a Change in Control).
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7.
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Exercise Procedure
.
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7.1
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Delivery of Notice of Exercise of Option
. This Option will be exercised in whole or in part by the Participant's delivery to the Company of written notice (the "
Notice of Exercise of Option
" attached hereto as Exhibit A or a similar form provided by the Company) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including:
•
Cash or personal, certified or cashier's check in full/partial payment of the purchase price.
•
Stock of the Company in full/partial payment of the purchase price.
•
By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any tax withholding).
•
By selling shares from my Option shares through a broker in full/partial payment of the purchase price.
In order to exercise the Option, please deliver the Notice of Exercise and payment (if applicable) to the Company at the following address:
Community First Bancshares, Inc.
3175 Highway 278
Covington, Georgia 30014
Attention:___________________
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7.2
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"Fair Market Value"
shall have the meaning set forth in Section 8.1(p) of the Plan.
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8.
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Delivery of Shares.
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8.1
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Delivery of Shares
. Delivery of shares of Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.
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9.
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Change in Control.
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9.1
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In the event of an Involuntary Termination at or following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option.
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9.2
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A "
Change in Control
" will be deemed to have occurred as provided in Section 4.2 of the Plan.
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10.
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Adjustment Provisions.
This Option, including the number of shares subject to the Option and the exercise price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of Section 3.4 of the Plan.
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11.
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Termination of Option and Accelerated Vesting.
This Option will terminate upon the expiration date, except as set forth in the following provisions:
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(i)
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Death
. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant's Termination of Service by reason of the Participant's death. This Option may thereafter be exercised by the Participant's legal representative or beneficiaries for a period of one (1) year from the date of death, subject to termination on the expiration date of this Option, if earlier. In order for the Options to have ISO treatment, the Participant's death must have occurred while employed or within three months of Termination of Service.
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(ii)
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Disability
. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant's Termination of Service by reason of the Participant's Disability. This Option may thereafter be exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to termination on the Option's expiration date, if earlier.
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(iii)
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Retirement
. Vested Options may be exercised for a period of one (1) year from the date of Termination of Service by reason of Retirement, subject to termination on the Option's expiration date, if earlier (and, for purposes of clarity, non-vested Options will be forfeited on the date of Termination of Service by reason of Retirement). The term "Retirement" shall have the meaning set forth in Section 8.1(aa) of the Plan. Options exercised more than three months following Retirement will not have ISO treatment.
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(iv)
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Termination for Cause
.
If the Participant's Service has terminated for Cause, all Options that have not been exercised will expire and be forfeited.
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(v)
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Other Termination
.
If the Participant's Service terminates for any reason other than due to death, Disability, Retirement, Involuntary Termination following a Change in Control or Cause, all unvested Options will be forfeited and vested Options may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three months following termination, subject to termination on the Option's expiration date, if earlier.
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12.
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Miscellaneous.
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12.1
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No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
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12.2
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This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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12.3
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Except as otherwise provided by the Committee, ISOs under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of descent and distribution, (2) to a trust established by the Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (3), the Option will not qualify as an ISO as of the day of such transfer.
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12.4
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This Agreement will be governed by and construed in accordance with the laws of the State of Georgia.
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12.5
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This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Participant agrees that he will not exercise the Option granted hereby nor will the Company be obligated to issue any shares of stock hereunder if the exercise thereof or the issuance of such shares, as the case may be, would constitute a violation by the Participant or the Company of any such law, regulation or order or any provision thereof.
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12.6
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The granting of this Option does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.
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COMMUNITY FIRST BANCSHARES, INC.
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By: __________________________________
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Its:___________________________________
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PARTICIPANT
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_______________________________________
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___ |
Cash or personal, certified or cashier's check in the sum of $_______, in full/partial payment of the purchase price.
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___ |
Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
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___ |
A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any tax withholding).
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___ |
Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price.
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1.
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Name of Participant
:___________________________________________
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2.
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Date of Grant:________________________________________________
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3.
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Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option:_________________________
(subject to adjustment pursuant to Section 10 hereof).
|
•
This is an Incentive Stock Option ("
ISO
") to the maximum extent permitted under Code Section 422(d).
|
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4.
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Exercise price per share:_____________________________________________
(subject to adjustment pursuant to Section 10 below)
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5.
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Expiration Date of Option:_____________________________________________
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6.
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Vesting Schedule
. Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option's expiration date, in accordance with the vesting schedule specified herein.
|
The Options granted under this Agreement shall vest in five (5) equal annual installments, with the first installment becoming exercisable on the first anniversary of the date of grant, or ________, 20__, and succeeding installments on each anniversary thereafter, through ________, 20__. To the extent the Options awarded to me are not equally divisible by "5," any excess Options shall vest on ________, 20__.
This Option may not be exercised at any time on or after the Option's expiration date. Vesting will automatically accelerate pursuant to Sections 2.9 and 4.1 of the Plan (in the event of death or Disability or Involuntary Termination at or following a Change in Control).
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||
7.
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Exercise Procedure
.
|
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7.1
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Delivery of Notice of Exercise of Option
. This Option will be exercised in whole or in part by the Participant's delivery to the Company of written notice (the "
Notice of Exercise of Option
" attached hereto as Exhibit A or a similar form provided by the Company) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including:
•
Cash or personal, certified or cashier's check in full/partial payment of the purchase price.
•
Stock of the Company in full/partial payment of the purchase price.
•
By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any tax withholding).
•
By selling shares from my Option shares through a broker in full/partial payment of the purchase price.
In order to exercise the Option, please deliver the Notice of Exercise and payment (if applicable) to the Company at the following address:
Community First Bancshares, Inc.
3175 Highway 278
Covington, Georgia 30014
Attention:______________________
|
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7.2
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"Fair Market Value"
shall have the meaning set forth in Section 8.1(p) of the Plan.
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8.
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Delivery of Shares.
|
|
8.1
|
Delivery of Shares
. Delivery of shares of Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.
|
|
9.
|
Change in Control.
|
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9.1
|
In the event of an Involuntary Termination at or following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option.
|
|
9.2
|
A "
Change in Control
" will be deemed to have occurred as provided in Section 4.2 of the Plan.
|
|
10.
|
Adjustment Provisions.
This Option, including the number of shares subject to the Option and the exercise price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of Section 3.4 of the Plan.
|
|
11.
|
Termination of Option and Accelerated Vesting.
This Option will terminate upon the expiration date, except as set forth in the following provisions:
|
|
(i)
|
Death
. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant's Termination of Service by reason of the Participant's death. This Option may thereafter be exercised by the Participant's legal representative or beneficiaries for a period of one (1) year from the date of death, subject to termination on the expiration date of this Option, if earlier.
|
|
(ii)
|
Disability
. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant's Termination of Service by reason of the Participant's Disability. This Option may thereafter be exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to termination on the Option's expiration date, if earlier.
|
|
(iii)
|
Retirement.
Vested Options may be exercised for a period of one (1) year from the date of Termination of Service by reason of Retirement, subject to termination on the Option's expiration date, if earlier (and, for purposes of clarity, non-vested Options will be forfeited on the date of Termination of Service by reason of Retirement). The term "Retirement" shall have the meaning set forth in Section 8.1(aa) of the Plan.
|
(iv)
|
Termination for Cause
.
If the Participant's Service has been terminated for Cause, all Options that have not been exercised will expire and be forfeited.
|
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(v)
|
Other Termination
.
If the Participant's Service terminates for any reason other than due to death, Disability, Retirement, Involuntary Termination following a Change in Control or Cause, all unvested Options will be forfeited and vested Options may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three months following termination, subject to termination on the Option's expiration date, if earlier.
|
|
12.
|
Miscellaneous.
|
|
12.1
|
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
|
|
12.2
|
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
|
|
12.3
|
At the discretion of the Committee, a non-qualified Option granted under the Plan may be transferable by the Participant, provided, however, that such transfers will be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations, and provided, further, that such transfers are not made for consideration to the Participant.
|
|
12.4
|
This Agreement will be governed by and construed in accordance with the laws of the State of Georgia.
|
|
12.5
12.6
|
This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Participant agrees that he will not exercise the Option granted hereby nor will the Company be obligated to issue any shares of stock hereunder if the exercise thereof or the issuance of such shares, as the case may be, would constitute a violation by the Participant or the Company of any such law, regulation or order or any provision thereof.
The granting of this Option does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.
|
COMMUNITY FIRST BANCSHARES, INC.
|
|
By:__________________________________
|
|
Its:__________________________________
|
PARTICIPANT
|
|
______________________________________
|
___ |
Cash or personal, certified or cashier's check in the sum of $_______, in full/partial payment of the purchase price.
|
___ |
Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
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___ |
A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any tax withholding).
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Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price.
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