Browse EX-10 agreements

NON-QUALIFIED STOCK OPTION AGREEMENT

PURSUANT TO THE

GEORGIA BANKING COMPANY, INC. AMENDED AND RESTATED 2021 STOCK

INCENTIVE PLAN

Grantee:      __________________________

Grant Date:      __________________________

Per Share Exercise Price: $_______________

Number of Shares subject to this Option: _______________

Expiration Date: ________________________

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Georgia Banking Company, Inc., a bank holding company organized and existing under the laws of the State of Georgia (the “Company”), and the Grantee specified above, pursuant to the Georgia Banking Company, Inc. Amended and Restated 2021 Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Executive Committee of the Board of Directors of the Company (the “Committee”); and

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NON-QUALIFIED STOCK OPTION AGREEMENT

PURSUANT TO THE

AMENDED AND RESTATED

GEORGIA BANKING COMPANY, INC. 2021 STOCK INCENTIVE PLAN

Grantee:              __________________________

Original Grant Date: ____________________

Date of Assumption:             June 1, 2026

Adjusted Per Share Exercise Price: $_______________

Number of Shares subject to this Option: _______________

Expiration Date: ________________________

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GEORGIA BANKING COMPANY, INC.

AMENDMENT TO THE
PRIMARY BANCSHARES, INC. 2017 LONG-TERM INCENTIVE PLAN

THIS AMENDMENT TO PRIMARY BANCSHARES, INC. 2017 LONG-TERM INCENTIVE PLAN (this “Amendment”) is made as of March 1, 2025, by Georgia Banking Company, Inc. (the “Company”), a successor by merger to Primary Bancshares, Inc. (“Primary”).

WHEREAS, the Company and Primary have entered into that certain Agreement and Plan of Merger, dated October 9, 2024, by and between the Company and Primary, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of January 22, 2025 (collectively, the “Company Merger Agreement”), pursuant to which Primary will merge with and into the Company, with the Company as the surviving corporation (the “Company Merger”);

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FIRST AMENDMENT TO THE
GEORGIA PRIMARY BANK
2017 LONG-TERM INCENTIVE PLAN

THIS FIRST AMENDMENT is made as of April 1, 2021, by Primary Bancshares, Inc., a bank holding company organized under the laws of the State of Georgia (the “Company”).

WHEREAS, pursuant to that certain Agreement and Plan of Share Exchange (the “Share Exchange Agreement”) between the Georgia Primary Bank (the “Bank”) and the Company by which all issued and outstanding shares of the Bank’s common stock were exchanged for shares of the Company’s common stock (the “Share Exchange”) and by which the Bank is now wholly-owned by the Company, a bank holding company (the “Reorganization”), the Company has assumed sponsorship of the Georgia Primary Bank 2017 Long–Term Incentive Plan (the “Plan”); and

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Execution Version

VCOC LETTER AGREEMENT

Wingshooter Acquisition Corp.

1776 Peachtree Street NW, Suite 100

Atlanta, GA 30309

December 31, 2020

Patriot Financial Partners III, L.P. 

Radnor Corporate Center 

Building Four, Suite 201 

100 Matsonford Road 

Radnor, PA 19087

Dear Sir/Madam:

Reference is made to the Stock Purchase Agreement, dated as of December 31, 2020 (the “Agreement”), by and between Wingshooter Acquisition Corp., a Georgia corporation (the “Company”), and Patriot Financial Partners III, L.P., a Delaware limited partnership (the “VCOC Investor”). The Company and Georgia Banking Company, Inc. (“Georgia Banking Company”) entered into that certain Amended and Restated Agreement and Plan of Merger, dated November 11, 2020 (the “Merger Agreement”), pursuant to which the Company will merge with and into Georgia Banking Company, with Georgia Banking Company being the surviving entity (the “Acquisition”). References to the Company in this letter following the Acquisition shall be deemed to be references to Georgia Banking Company. Pursuant to th

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INCENTIVE STOCK OPTION AGREEMENT

PURSUANT TO THE

GEORGIA BANKING COMPANY, INC. 2021 STOCK INCENTIVE PLAN

Grantee:                 ________________________

Original Grant Date: __________________

Date of Assumption:            June 1, 2026

Adjusted Per Share Exercise Price: $_______________

Number of Shares subject to this Option: _______________

Expiration Date: ______________________

THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of Date of Assumption specified above, is entered into by and between Georgia Banking Company, Inc., a bank holding company organized and existing under the laws of the State of Georgia (the “Company”), and the Grantee specified above, pursuant to the Georgia Banking Company, Inc. 2021 Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Executive Committee of the Board of Directors of the Company (the “Committee”);

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Georgia Banking Company, Inc.
Amended and Restated 2021 Stock Incentive Plan

Article 1
Effective Date, Objectives and Duration

1.1           Adoption of the Plan. The Board of Directors of Georgia Banking Company, Inc., a bank holding company organized and existing under the laws of the State of Georgia (the “Corporation”), hereby amends and restates, effective as of July 28, 2026 (the “Effective Date”), the Georgia Banking Company, Inc. 2021 Stock Incentive Plan, as amended by Amendment No. 1, Amendment No. 2, and Amendment No. 3, respectively (prior to this amendment and restatement, the “Prior Plan” and, after this amendment and restatement, the Georgia Banking Company, Inc. Amended and Restated 2021 Stock Incentive Plan (the “Plan”)). The Prior Plan was approved by the shareholders of the Corporation. The terms of the Plan are set forth herein. Awards may be granted under the Plan on and after the Effective Date; the amendment and restatement of the Prior Plan does not require the approval of the shareholders of the Corporation. Awards granted under the Prio

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GEORGIA BANKING COMPANY, INC.

AMENDMENT TO
NONQUALIFIED STOCK OPTION AWARD

THIS AMENDMENT TO NONQUALIFIED STOCK OPTION AWARD (this “Amendment”) is made as of March 1, 2025, by Georgia Banking Company, Inc. (the “Company”), a successor by merger to Primary Bancshares, Inc. (“Primary”).

WHEREAS, the Company and Primary have entered into that certain Agreement and Plan of Merger, dated October 9, 2024, by and between the Company and Primary, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of January 22, 2025 (collectively, the “Company Merger Agreement”), pursuant to which Primary will merge with and into the Company, with the Company as the surviving corporation (the “Company Merger”);

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GEORGIA PRIMARY BANK
2017 LONG-TERM INCENTIVE PLAN

GEORGIA PRIMARY BANK
2017 LONG-TERM INCENTIVE PLAN

TABLE OF CONTENTS

Page

SECTION 1	SECTION I. DEFINITIONS		3
1.1.	Definitions		3
SECTION 2	THE LONG-TERM INCENTIVE PLAN		7
2.1.	Purpose of the Plan		7
2.2.	Stock Subject to the Plan		7
2.3.	Administration of the Plan		7
2.4.	Eligibility and Limits		8

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INCENTIVE STOCK OPTION AGREEMENT

PURSUANT TO THE

GEORGIA BANKING COMPANY, INC. AMENDED AND RESTATED 2021 STOCK

INCENTIVE PLAN

Grantee:      __________________________

Grant Date:      __________________________

Per Share Exercise Price: $_______________

Number of Shares subject to this Option: _______________

Expiration Date: ________________________

THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Georgia Banking Company, Inc., a bank holding company organized and existing under the laws of the State of Georgia (the “Company”), and the Grantee specified above, pursuant to the Georgia Banking Company, Inc. Amended and Restated 2021 Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Executive Committee of the Board of Directors of the Company (the “Committee”); and

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RESTRICTED STOCK UNIT AWARD AGREEMENT

(Performance Based)

PURSUANT TO THE

Georgia Banking Company, Inc. Amended and Restated 2021 Stock Incentive Plan

Grantee:      __________________________

Grant Date:      __________________________

Number of RSUs subject to this Award: _______________ representing the right to receive a number of Shares equal to or lower than (including zero) the number of RSUs, subject to the terms and conditions attached hereto, and subject to adjustment pursuant to Section 4 of the Plan.

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Execution Version

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CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

INVESTOR RIGHTS AGREEMENT

This INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of December 31, 2020, is made by and between Wingshooter Acquisition Corp., a Georgia corporation (the “Company”) and Patriot Financial Partners III, L.P., a Delaware limited partnership (the “Investor”). The Company and the Investor shall sometimes be referred to herein collectively, as the “Parties” and individually, as a “Party.”

RECITALS

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