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Exhibit 10.3 - Change In Control Agreement - SAVANNAH BANCORP INC - 3-30-1998

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Exhibit 10.3 - Change In Control  Agreement - SAVANNAH BANCORP INC - 3-30-1998 Powered By Docstoc
					EXHIBIT 10.3 - CHANGE IN CONTROL AGREEMENT WITH R.STEPHEN STRAMM DATED FEBRUARY 20, 1996. CHANGE IN CONTROL AGREEMENT THIS AGREEMENT made this 20th day of February, 1996 between THE SAVANNAH BANCORP, INC., a Georgia Corporation (hereinafter, the "Company"), and R. STEPHEN STRAMM, an employee of the Company or one or more of its subsidiaries (hereinafter, the "Employee"). WHEREAS, the Employee is employed by the Company and has agreed to continue to work for the Company on the terms and conditions set forth hereinafter; WHEREAS, the Company and the Employee agree that this Agreement shall be relied on by each party in continuing the employment relationship described herein and that the execution of this Agreement is a condition precedent to the Employee's continued employment with the Company. NOW, THEREFORE, for and in consideration of the premises and promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Employee hereby agree as follows: 1. Termination. (a) If there occurs a Change In Control (hereinafter defined) during the Employee's employment with the Company and the Employee's employment with the Company or a Successor Entity (hereinafter defined) is terminated by the Company or Successor Entity Without Cause (hereinafter defined) during the one (1) year period immediately following the date of the Change In Control, then, notwithstanding such termination, the Employee shall continue to receive compensation at that rate which the Employee was entitled to receive as of the date of Change In Control for the one (1) year period immediately following the date the Employee's employment with the Company or a Successor Entity is terminated by the Company or a Successor Entity Without Cause. (b) If there occurs a Change in Control during the Employee's employment with the Company and the Employee voluntarily terminates his employment with the Company or a Successor Entity during the one (1) year period immediately following the date of the Change in Control, then, notwithstanding such termination, the Employee shall continue to receive compensation at that rate which the Employee was entitled to receive as of the date of the Change In Control for the remainder of the one (1) year period immediately following the date of the Change in Control. 2. Involuntary Reduction in Benefits. If there occurs a Change In Control (hereinafter defined) during the Employee's employment with the Company and the Employee's rate of compensation is decreased by the Company or a Successor Entity (hereinafter defined) from that rate which the Employee was entitled to receive as of the 10-4

date of the Change In Control without the Employee's written consent during the one (1) year period immediately following the date of the Change In Control, then, notwithstanding such reduction, the Employee shall continue to receive compensation at that rate which the Employee was entitled to receive as of the date of Change In Control for the one (1) year period immediately following the date the Employee's rate of compensation is decreased by the Company or a Successor Entity. 3. Change In Control. A "Change In Control" is defined as (i) the sale of all, or a substantial portion of, the assets of the Company, (ii) a merger or other reorganization whereby the Company is not the surviving entity, or (iii) a change in control of the Company as defined or determined by the Office of the Comptroller of the Currency and whether by acquisition of stock or assets of the Company. A Change in Control shall be deemed to have occurred on the final closing date of the transaction, or series of transactions, resulting in the Change in Control.

date of the Change In Control without the Employee's written consent during the one (1) year period immediately following the date of the Change In Control, then, notwithstanding such reduction, the Employee shall continue to receive compensation at that rate which the Employee was entitled to receive as of the date of Change In Control for the one (1) year period immediately following the date the Employee's rate of compensation is decreased by the Company or a Successor Entity. 3. Change In Control. A "Change In Control" is defined as (i) the sale of all, or a substantial portion of, the assets of the Company, (ii) a merger or other reorganization whereby the Company is not the surviving entity, or (iii) a change in control of the Company as defined or determined by the Office of the Comptroller of the Currency and whether by acquisition of stock or assets of the Company. A Change in Control shall be deemed to have occurred on the final closing date of the transaction, or series of transactions, resulting in the Change in Control. 4. Successor Entity. A "Successor Entity" is defined as a person or entity, other than the Company, which acquires all, or substantially all of, the stock or assets of the Company as a result of a transaction or series of transactions which resulted in a Change In Control. 5. Without Cause. The Employee will be deemed to have been terminated Without Cause if he is terminated for any reason other than: (a) the Employee being convicted of, being found guilty of, pleading guilty to, pleading nolo contendere to, or taking first offender treatment to a felony or any crime involving moral turpitude; or (b) the Employee engaging in any misappropriation, embezzlement or other intentional fraud upon the Company. 6. Disclosure by Company. The Employee agrees that the Company may disclose the covenants contained in this Agreement to any person or entity who, at any time, considers purchasing all, or substantially all of, the assets of the Company or a majority of the issued and outstanding stock of the Company. 7. Breach. In the event a breach of this Agreement occurs and the non-breaching party retains an attorney for enforcement of his rights hereunder or other action (whether suit be brought or not), the non-breaching party shall be entitled to reimbursement on demand of all costs and expenses associated therewith, including reasonable attorney's fees. 8. Entire Agreement; Modification; Binding Effect.. This Agreement constitutes the entire and complete agreement between the parties hereto and supersedes any prior oral or written agreement between the parties with respect to the obligations and covenants contemplated hereunder. It is expressly agreed that there are no verbal understandings or agreements which in any way change the terms, covenants, and conditions herein set forth, 10-5

and that no modification of this Agreement shall be effective unless made in writing and duly executed by all parties hereto. This Agreement shall inure to the benefit of and be binding upon the respective assigns, successors, heirs, estates, and legal and personal representatives of the parties hereto. IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement as set forth below. THE COMPANY: THE SAVANNAH BANCORP, INC.
By: /s/ Archie H. Davis

Attest: /s/ Sheron R. Montgomery [SEAL]

and that no modification of this Agreement shall be effective unless made in writing and duly executed by all parties hereto. This Agreement shall inure to the benefit of and be binding upon the respective assigns, successors, heirs, estates, and legal and personal representatives of the parties hereto. IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement as set forth below. THE COMPANY: THE SAVANNAH BANCORP, INC.
By: /s/ Archie H. Davis

Attest: /s/ Sheron R. Montgomery [SEAL]

THE EMPLOYEE:
/s/ R. Stephen Stramm R. Stephen Stramm 10-6 (L.S.)

EXHIBIT 10.4 - CHANGE IN CONTROL AGREEMENT WITH ROBERT B. BRISCOE DATED FEBRUARY 20, 1996 CHANGE IN CONTROL AGREEMENT THIS AGREEMENT made this 20th day of February, 1996 between THE SAVANNAH BANCORP, INC., a Georgia Corporation (hereinafter, the "Company"), and ROBERT B. BRISCOE, an employee of the Company or one or more of its subsidiaries (hereinafter, the "Employee"). WHEREAS, the Employee is employed by the Company and has agreed to continue to work for the Company on the terms and conditions set forth hereinafter; WHEREAS, the Company and the Employee agree that this Agreement shall be relied on by each party in continuing the employment relationship described herein and that the execution of this Agreement is a condition precedent to the Employee's continued employment with the Company. NOW, THEREFORE, for and in consideration of the premises and promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Employee hereby agree as follows: 1. Termination. (a) If there occurs a Change In Control (hereinafter defined) during the Employee's employment with the Company and the Employee's employment with the Company or a Successor Entity (hereinafter defined) is terminated by the Company or Successor Entity Without Cause (hereinafter defined) during the one (1) year period immediately following the date of the Change In Control, then, notwithstanding such termination, the Employee shall continue to receive compensation at that rate which the Employee was entitled to receive as of the date of Change In Control for the one (1) year period immediately following the date the Employee's employment with the Company or a Successor Entity is terminated by the Company or a Successor Entity Without Cause. (b) If there occurs a Change in Control during the Employee's employment with the Company and the Employee voluntarily terminates his employment with the Company or a Successor Entity during the one (1) year period immediately following the date of the Change in Control, then, notwithstanding such termination, the Employee shall continue to receive compensation at that rate which the Employee was entitled to receive as of the date of

EXHIBIT 10.4 - CHANGE IN CONTROL AGREEMENT WITH ROBERT B. BRISCOE DATED FEBRUARY 20, 1996 CHANGE IN CONTROL AGREEMENT THIS AGREEMENT made this 20th day of February, 1996 between THE SAVANNAH BANCORP, INC., a Georgia Corporation (hereinafter, the "Company"), and ROBERT B. BRISCOE, an employee of the Company or one or more of its subsidiaries (hereinafter, the "Employee"). WHEREAS, the Employee is employed by the Company and has agreed to continue to work for the Company on the terms and conditions set forth hereinafter; WHEREAS, the Company and the Employee agree that this Agreement shall be relied on by each party in continuing the employment relationship described herein and that the execution of this Agreement is a condition precedent to the Employee's continued employment with the Company. NOW, THEREFORE, for and in consideration of the premises and promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Employee hereby agree as follows: 1. Termination. (a) If there occurs a Change In Control (hereinafter defined) during the Employee's employment with the Company and the Employee's employment with the Company or a Successor Entity (hereinafter defined) is terminated by the Company or Successor Entity Without Cause (hereinafter defined) during the one (1) year period immediately following the date of the Change In Control, then, notwithstanding such termination, the Employee shall continue to receive compensation at that rate which the Employee was entitled to receive as of the date of Change In Control for the one (1) year period immediately following the date the Employee's employment with the Company or a Successor Entity is terminated by the Company or a Successor Entity Without Cause. (b) If there occurs a Change in Control during the Employee's employment with the Company and the Employee voluntarily terminates his employment with the Company or a Successor Entity during the one (1) year period immediately following the date of the Change in Control, then, notwithstanding such termination, the Employee shall continue to receive compensation at that rate which the Employee was entitled to receive as of the date of the Change In Control for the remainder of the one (1) year period immediately following the date of the Change in Control. 2. Involuntary Reduction in Benefits. If there occurs a Change In Control (hereinafter defined) during the Employee's employment with the Company and the 10-7

Employee's rate of compensation is decreased by the Company or a Successor Entity (hereinafter defined) from that rate which the Employee was entitled to receive as of the date of the Change In Control without the Employee's written consent during the one (1) year period immediately following the date of the Change In Control, then, notwithstanding such reduction, the Employee shall continue to receive compensation at that rate which the Employee was entitled to receive as of the date of Change In Control for the one (1) year period immediately following the date the Employee's rate of compensation is decreased by the Company or a Successor Entity. 3. Change In Control. A "Change In Control" is defined as (i) the sale of all, or a substantial portion of, the assets of the Company, (ii) a merger or other reorganization whereby the Company is not the surviving entity, or (iii) a change in control of the Company as defined or determined by the Office of the Comptroller of the Currency and whether by acquisition of stock or assets of the Company. A Change in Control shall be deemed to have occurred on the final closing date of the transaction, or series of transactions, resulting in the Change in Control. 4. Successor Entity. A "Successor Entity" is defined as a person or entity, other than the Company, which acquires all, or substantially all of, the stock or assets of the Company as a result of a transaction or series of

Employee's rate of compensation is decreased by the Company or a Successor Entity (hereinafter defined) from that rate which the Employee was entitled to receive as of the date of the Change In Control without the Employee's written consent during the one (1) year period immediately following the date of the Change In Control, then, notwithstanding such reduction, the Employee shall continue to receive compensation at that rate which the Employee was entitled to receive as of the date of Change In Control for the one (1) year period immediately following the date the Employee's rate of compensation is decreased by the Company or a Successor Entity. 3. Change In Control. A "Change In Control" is defined as (i) the sale of all, or a substantial portion of, the assets of the Company, (ii) a merger or other reorganization whereby the Company is not the surviving entity, or (iii) a change in control of the Company as defined or determined by the Office of the Comptroller of the Currency and whether by acquisition of stock or assets of the Company. A Change in Control shall be deemed to have occurred on the final closing date of the transaction, or series of transactions, resulting in the Change in Control. 4. Successor Entity. A "Successor Entity" is defined as a person or entity, other than the Company, which acquires all, or substantially all of, the stock or assets of the Company as a result of a transaction or series of transactions which resulted in a Change In Control. 5. Without Cause. The Employee will be deemed to have been terminated Without Cause if he is terminated for any reason other than: (a) the Employee being convicted of, being found guilty of, pleading guilty to, pleading nolo contendere to, or taking first offender treatment to a felony or any crime involving moral turpitude; or (b) the Employee engaging in any misappropriation, embezzlement or other intentional fraud upon the Company. 6. Disclosure by Company. The Employee agrees that the Company may disclose the covenants contained in this Agreement to any person or entity who, at any time, considers purchasing all, or substantially all of, the assets of the Company or a majority of the issued and outstanding stock of the Company. 7. Breach. In the event a breach of this Agreement occurs and the non-breaching party retains an attorney for enforcement of his rights hereunder or other action (whether suit be brought or not), the non-breaching party shall be entitled to reimbursement on demand of all costs and expenses associated therewith, including reasonable attorney's fees. 8. Entire Agreement; Modification; Binding Effect.. This Agreement constitutes the entire and complete agreement between the parties hereto and supersedes any prior oral or written agreement between the parties with respect to the obligations and covenants 10-8

contemplated hereunder. It is expressly agreed that there are no verbal understandings or agreements which in any way change the terms, covenants, and conditions herein set forth, and that no modification of this Agreement shall be effective unless made in writing and duly executed by all parties hereto. This Agreement shall inure to the benefit of and be binding upon the respective assigns, successors, heirs, estates, and legal and personal representatives of the parties hereto. IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement as set forth below. THE COMPANY: THE SAVANNAH BANCORP, INC.
By: /s/ Archie H. Davis

Attest: /s/ Sheron R. Montgomery

contemplated hereunder. It is expressly agreed that there are no verbal understandings or agreements which in any way change the terms, covenants, and conditions herein set forth, and that no modification of this Agreement shall be effective unless made in writing and duly executed by all parties hereto. This Agreement shall inure to the benefit of and be binding upon the respective assigns, successors, heirs, estates, and legal and personal representatives of the parties hereto. IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement as set forth below. THE COMPANY: THE SAVANNAH BANCORP, INC.
By: /s/ Archie H. Davis

Attest: /s/ Sheron R. Montgomery [SEAL]

THE EMPLOYEE:
/s/ Robert B. Briscoe Robert B. Briscoe 10-9 (L.S.)

EXHIBIT 10.7 - THE SAVANNAH BANCORP, INC. INCENTIVE STOCK PLAN APPROVED BY SHAREHOLDERS ON APRIL 18, 1995 THE SAVANNAH BANCORP, INC. INCENTIVE STOCK OPTION PLAN SECTION 1 Purchase The purpose of the Plan is to advance the interests of The Savannah Bancorp, Inc. (the "Company") and its Subsidiaries and its shareholders by providing an incentive to key employees, upon whom major responsibilities for the successful operation, administration and management of the Company rest and whose present and potential contributions are important to the continued success of the Company and enabling the Company to attract and retain in its employ highly qualified persons for the successful conduct of its business. These objectives are intended to be effected by encouraging these employees to secure or increase on reasonable terms their stock ownership in the Company through the granting of Incentive Stock Options as provided in the Plan. SECTION 2 Definitions (a) The "Company" means the Savannah Bancorp, Inc., a Georgia Corporation. (b) "Subsidiary" shall have the meaning given it by Section 425(f) of the Internal Revenue Code. (c) "Common Stock" or "Stock" means the $1.00 par value common stock of the Company. (d) "Board" means the Board of Directors of the Company. (e) "Plan" means this Incentive Stock Option Plan authorizing the granting of Incentive Stock Options. (f) "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended. (g) "Fair Market Value" of the Company's common stock on a certain date means the average of the bid and ask

EXHIBIT 10.7 - THE SAVANNAH BANCORP, INC. INCENTIVE STOCK PLAN APPROVED BY SHAREHOLDERS ON APRIL 18, 1995 THE SAVANNAH BANCORP, INC. INCENTIVE STOCK OPTION PLAN SECTION 1 Purchase The purpose of the Plan is to advance the interests of The Savannah Bancorp, Inc. (the "Company") and its Subsidiaries and its shareholders by providing an incentive to key employees, upon whom major responsibilities for the successful operation, administration and management of the Company rest and whose present and potential contributions are important to the continued success of the Company and enabling the Company to attract and retain in its employ highly qualified persons for the successful conduct of its business. These objectives are intended to be effected by encouraging these employees to secure or increase on reasonable terms their stock ownership in the Company through the granting of Incentive Stock Options as provided in the Plan. SECTION 2 Definitions (a) The "Company" means the Savannah Bancorp, Inc., a Georgia Corporation. (b) "Subsidiary" shall have the meaning given it by Section 425(f) of the Internal Revenue Code. (c) "Common Stock" or "Stock" means the $1.00 par value common stock of the Company. (d) "Board" means the Board of Directors of the Company. (e) "Plan" means this Incentive Stock Option Plan authorizing the granting of Incentive Stock Options. (f) "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended. (g) "Fair Market Value" of the Company's common stock on a certain date means the average of the bid and ask prices at the close of business for such date as reported by NASDAQ (the National Association of Securities Dealers Automated Quotation System). (h) "Incentive Stock Option" (sometimes hereinafter referred to as "Option") means a right granted pursuant to this Plan to purchase Common Stock at a price to be determined in accordance with Section 6 of the Plan. (i) "Permanent and Total Disability", as defined by Section 22(e)(3) of the Internal Revenue Code, means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or 10-10

mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. (j) "Retirement" means termination of service at the conclusion of an employee's career with the Company if such employee is eligible to receive retirement benefits under the Company's then existing and applicable retirement or profit-sharing plan. SECTION 3 Shares Subject to the Plan Subject to adjustments pursuant to Section 8 of this Plan, [no more than Twenty-Nine Thousand Seven Hundred (29,700) shares in the aggregate] of the Company's (the "Reserved Shares") Common Stock may be issued pursuant to the Plan to employees who are eligible to become participants. The number of Reserved Shares shall be reduced by the number of Incentive Stock Options granted under the Plan. SECTION 4 Eligibility

mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. (j) "Retirement" means termination of service at the conclusion of an employee's career with the Company if such employee is eligible to receive retirement benefits under the Company's then existing and applicable retirement or profit-sharing plan. SECTION 3 Shares Subject to the Plan Subject to adjustments pursuant to Section 8 of this Plan, [no more than Twenty-Nine Thousand Seven Hundred (29,700) shares in the aggregate] of the Company's (the "Reserved Shares") Common Stock may be issued pursuant to the Plan to employees who are eligible to become participants. The number of Reserved Shares shall be reduced by the number of Incentive Stock Options granted under the Plan. SECTION 4 Eligibility Any key employee regularly employed on a salaried basis by the Company or any Subsidiary shall be eligible to receive options hereunder; provided, however, that such individual, at the time the option is granted, does not own stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the employer corporation or of tits parent or subsidiary corporation. This "10-percent shareholder rule" shall not apply if at the time the option is granted, the option price is at least one hundred ten percent (110%) of the Fair Market Value of the stock subject to the option and such option, by its terms, is not exercisable after the expiration of five (5) years from the date such option is granted. SECTION 5 Administration of the Plan The plan shall be administered by the Board in accordance with applicable laws and regulations of governmental agencies. The Board shall have full authority to: (a) (i) determine the key employees to whom Incentive Stock Options under the Plan will be granted; (ii) determine the number of Incentive Stock Options to be granted to each 10-11

employee; and (iii) grant Incentive Stock Options under the Plan to such employee (the "employee" or "Optionee"); (b) interpret, construe and implement the provisions of the Plan and any agreements executed thereunder; and (c) establish, amend and rescind appropriate rules and regulations relating to the Plan. All determinations of the Board shall be by a majority of its members. Any interpretation by the Board of the terms and conditions of the Plan shall be final. SECTION 6 Incentive Stock Options Incentive Stock Options shall be evidenced by written Incentive Stock Option agreements (the "Agreements") consistent with the terms of this Plan which shall be executed by the Company and the Optionee. The

employee; and (iii) grant Incentive Stock Options under the Plan to such employee (the "employee" or "Optionee"); (b) interpret, construe and implement the provisions of the Plan and any agreements executed thereunder; and (c) establish, amend and rescind appropriate rules and regulations relating to the Plan. All determinations of the Board shall be by a majority of its members. Any interpretation by the Board of the terms and conditions of the Plan shall be final. SECTION 6 Incentive Stock Options Incentive Stock Options shall be evidenced by written Incentive Stock Option agreements (the "Agreements") consistent with the terms of this Plan which shall be executed by the Company and the Optionee. The Agreements, in such form as the Board shall from time to time approve, shall incorporate the following terms and conditions: (a) Exercise of Incentive Stock Options. (1) Time of Exercise. No Incentive Stock Option will be exercisable until the first anniversary of the date it is granted. On the first anniversary of the date of the grant, an Incentive Stock Option will become exercisable in full. Each Incentive Stock Option will expire ten (10) years after the date of its grant. (2) Purchase Price. The purchase price per share of Common Stock deliverable upon the exercise of an Incentive Stock Option shall in no event be less than the Fair Market Value of the Common Stock on the date the Option is granted, as determined by the Board pursuant to Paragraph (g) of Section 2. (3) Method of Exercise. In order to exercise an Incentive Stock Option in whole or in part, the Optionee shall give written notice to the Company's Chief Financial Officer at Savannah, Georgia, of such exercise, stating the number of shares with respect to which the Incentive Stock Option is being exercised. The exercise date of the Incentive Stock Option shall be the date the Company receives such notice. (4) Payment of Purchase Price. Full payment of the purchase price shall be made by the end of the third (3rd) business day after notice of exercise is given. Payment shall be in cash, or in whole shares of Common Stock, valued at Fair Market Value on such exercise 10-12

date, equal to the purchase price of such shares (or in a combination of cash and whole shares of Common Stock). Upon receipt of payment the Company shall issue to the Optionee a certificate or certificates for such shares. (5) Effect of Termination (Including Retirement), Permanent and Total Disability or Death. (i) In the event that the Optionee's employment with the Company or one of its Subsidiaries terminates for any reason other than Permanent and Total Disability or death dur- ing the period that any Incentive Stock Options granted to him under the Plan could be exercised, all rights to purchase Common Stock not exercisable (in accordance with Section 6(a)(1) above) at the date of termi- nation under the provisions of this Plan shall be forfeited on the date of termi- nation. The Optionee shall have a three- month period from said termination date ending on the day numerically corresponding to the date of termination in the third month following the month of termination to exercise any Incentive Stock Option not theretofore forfeited. Any rights unexer- cised on or after such last day are then forfeited. (ii) (A) In the event that the Optionee, while an active employee of the Company or one of its Subsidiaries, sustains a Permanent and Total Disability or dies, all Incentive Stock Options theretofore granted to him under the Plan shall become 100% exercisable on the date of his Permanent and Total Disability or his death; such

date, equal to the purchase price of such shares (or in a combination of cash and whole shares of Common Stock). Upon receipt of payment the Company shall issue to the Optionee a certificate or certificates for such shares. (5) Effect of Termination (Including Retirement), Permanent and Total Disability or Death. (i) In the event that the Optionee's employment with the Company or one of its Subsidiaries terminates for any reason other than Permanent and Total Disability or death dur- ing the period that any Incentive Stock Options granted to him under the Plan could be exercised, all rights to purchase Common Stock not exercisable (in accordance with Section 6(a)(1) above) at the date of termi- nation under the provisions of this Plan shall be forfeited on the date of termi- nation. The Optionee shall have a three- month period from said termination date ending on the day numerically corresponding to the date of termination in the third month following the month of termination to exercise any Incentive Stock Option not theretofore forfeited. Any rights unexer- cised on or after such last day are then forfeited. (ii) (A) In the event that the Optionee, while an active employee of the Company or one of its Subsidiaries, sustains a Permanent and Total Disability or dies, all Incentive Stock Options theretofore granted to him under the Plan shall become 100% exercisable on the date of his Permanent and Total Disability or his death; such rights may be exercised by the Optionee or his estate only before the last day of the one-year period beginning on his last day of employment. (B) In the event of the Optionee's death before the end of the one-month period described in Section 6(a)(5)(i), his vested rights under any Incentive Stock Option Agreement may be exercised within one year from said termination date, by his estate. (iii) Notwithstanding the periods provided for in Sections 6(a)(5)(i) and (ii) above, no Incentive Stock Option shall be exercisable after the date that Option expires by its terms. 10-13

(b) Repurchase of Incentive Stock Options. Upon the approval of the Board, the Company is authorized to repurchase a previously granted Incentive Stock Option from an employee by mutual agreement with such employee before such Option has been exercised, by payment to the employee of the amount by which the Fair Market Value of the shares under option at the time of such repurchase exceeds the Fair Market Value of the shares at the time the Option was granted. (c) Outstanding Incentive Stock Options. The Option may not be exercised while there is outstanding any incentive stock option which was granted, before the granting of such Option, to the employee to purchase stock in the Company or of any other Corporation which, at the time of granting such Option, was a parent (within the meaning of Section 425(e) of the Internal Revenue Code) or Subsidiary of the Company, or any predecessor of any of these corporations. Any incentive stock option shall be considered outstanding until exercised in full or until it expires by lapse of time. (d) Additional Terms and Conditions. The Agreements may contain such other terms, provisions and conditions consistent with the Plan and applicable provisions of the Internal Revenue Code as may be determined by the Board of Directors of the Company. SECTION 7 Non-Transferability of Options and Rights Incentive Stock Options granted under the Plan are not transferable or assignable by an employee other than by will or the laws of descent and distribution and are exercisable during the employee's lifetime only by him. SECTION 8

(b) Repurchase of Incentive Stock Options. Upon the approval of the Board, the Company is authorized to repurchase a previously granted Incentive Stock Option from an employee by mutual agreement with such employee before such Option has been exercised, by payment to the employee of the amount by which the Fair Market Value of the shares under option at the time of such repurchase exceeds the Fair Market Value of the shares at the time the Option was granted. (c) Outstanding Incentive Stock Options. The Option may not be exercised while there is outstanding any incentive stock option which was granted, before the granting of such Option, to the employee to purchase stock in the Company or of any other Corporation which, at the time of granting such Option, was a parent (within the meaning of Section 425(e) of the Internal Revenue Code) or Subsidiary of the Company, or any predecessor of any of these corporations. Any incentive stock option shall be considered outstanding until exercised in full or until it expires by lapse of time. (d) Additional Terms and Conditions. The Agreements may contain such other terms, provisions and conditions consistent with the Plan and applicable provisions of the Internal Revenue Code as may be determined by the Board of Directors of the Company. SECTION 7 Non-Transferability of Options and Rights Incentive Stock Options granted under the Plan are not transferable or assignable by an employee other than by will or the laws of descent and distribution and are exercisable during the employee's lifetime only by him. SECTION 8 Adjustments in the Event of Changes in the Capital Structure or Reorganization (a) Changes in Capital Structure. In the event of a change in the corporate structure or shares of the Company, the Board of Directors (subject to any required action by the shareholders) shall make such equitable adjustments designed to protect against dilution as it may deem appropriate in the number and kind of shares authorized by the Plan and, with respect to outstanding Options, in the number and kind of shares covered thereby and in the exercise price of such Options on the dates granted. 10-14

(b) Reorganization--Termination of the Plan. In the event of a dissolution, liquidation, reorganization, merger, consolidation, transfer of assets or transfer of shares, in which the Company is not the surviving corporation, the Optionee of any outstanding option shall have 30 days from written notice of such transaction in which to exercise any rights to purchase shares exercisable under Section 6(a)(i) and all other rights under such option are terminated immediately on the giving of such notice. If such transaction is not consummated, all rights under such option are restored. SECTION 9 General Restrictions Each Incentive Stock Option shall be subject to the requirement that, if at any time the Board of Directors shall determine, in its discretion, that the listing, registration or qualification of the shares or other securities subject to such Incentive Stock Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting thereof or the issue or purchase of shares or payments of any amounts thereunder, such Incentive Stock Option may not be exercised in whole or in part and no amounts may be received thereunder unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions unacceptable to the Board of Directors.

(b) Reorganization--Termination of the Plan. In the event of a dissolution, liquidation, reorganization, merger, consolidation, transfer of assets or transfer of shares, in which the Company is not the surviving corporation, the Optionee of any outstanding option shall have 30 days from written notice of such transaction in which to exercise any rights to purchase shares exercisable under Section 6(a)(i) and all other rights under such option are terminated immediately on the giving of such notice. If such transaction is not consummated, all rights under such option are restored. SECTION 9 General Restrictions Each Incentive Stock Option shall be subject to the requirement that, if at any time the Board of Directors shall determine, in its discretion, that the listing, registration or qualification of the shares or other securities subject to such Incentive Stock Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting thereof or the issue or purchase of shares or payments of any amounts thereunder, such Incentive Stock Option may not be exercised in whole or in part and no amounts may be received thereunder unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions unacceptable to the Board of Directors. SECTION 10 Rights as Shareholders An employee shall have no rights whatsoever as a shareholder of the Company with respect to any shares covered by an Incentive Stock Option until the date of the issuance of a stock certificate to him pursuant to the exercise of the Incentive Stock Option. SECTION 11 Employment Nothing in this Plan shall be deemed to grant any right of continued employment to a participating employee or to limit or waive any rights of the Company to terminate such employment at any time, with or without cause. 10-15

SECTION 12 Amendment The Board of Directors of the Company shall have the power to amend or revise the terms of the Plan or any part thereof without further action of the shareholders; provided, however, that no such amendment shall, without shareholder approval: (a) impair any Option or deprive any employee of shares that may have been granted to him under the Plan; (b) increase the aggregate number of Reserved Shares for the purpose of the Plan; (c) change the class of employees eligible to receive Options under the Plan; or (d) extend the period during which any Option may be granted or exercised. SECTION 13 Effective Date and Termination of Plan (a) Effective Date. The effective date of the Plan shall be April 18, 1995, upon approval of the Plan by the shareholders of the Company.

SECTION 12 Amendment The Board of Directors of the Company shall have the power to amend or revise the terms of the Plan or any part thereof without further action of the shareholders; provided, however, that no such amendment shall, without shareholder approval: (a) impair any Option or deprive any employee of shares that may have been granted to him under the Plan; (b) increase the aggregate number of Reserved Shares for the purpose of the Plan; (c) change the class of employees eligible to receive Options under the Plan; or (d) extend the period during which any Option may be granted or exercised. SECTION 13 Effective Date and Termination of Plan (a) Effective Date. The effective date of the Plan shall be April 18, 1995, upon approval of the Plan by the shareholders of the Company. (b) Termination. The Board of Directors of the Company may terminate the Plan at any time with respect to any shares that are not subject to Incentive Stock Options. Unless terminated earlier by the Board of Directors, the Plan shall terminate ten (10) years after the earlier of the date this Plan is adopted and the date this Plan is approved by the shareholders of the Company and no Incentive Stock Options shall be granted under this Plan after it has been terminated. Termination of this Plan shall not affect the rights and obligations of any employee with respect to Incentive Stock Options granted prior to termination. SECTION 14 Qualification This Plan is adopted pursuant to, and is intended to comply with the applicable provisions of the Internal Revenue Code and the regulations thereunder. To the extent permitted by Section 422 (d) of the Internal Revenue Code, the options issued pursuant to this Plan are intended to be an "incentive stock options" as that term is defined in Section 422 of the Internal Revenue Code and the regulations thereunder. In the event this Plan or any option granted pursuant to this Plan is in any way inconsistent with the applicable legal requirements of the Internal Revenue Code or the regulations thereunder, this Plan and any option granted pursuant to this Plan shall be deemed automatically amended as of the 10-16

date hereof to conform to such legal requirements, if such conformity can be achieved by amendment. To the extent however, that the aggregate fair market value of stock to which incentive stock options are exercisable for the first time by any employee during any calendar year exceeds $100,000, such options shall be treated, for federal income tax purposes, as options which are not incentive stock options as defined in Section 422 of the Internal Revenue Code. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK 10-17

INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT made this __ day of ________ , 19 __ between THE SAVANNAH BANCORP, INC.,

date hereof to conform to such legal requirements, if such conformity can be achieved by amendment. To the extent however, that the aggregate fair market value of stock to which incentive stock options are exercisable for the first time by any employee during any calendar year exceeds $100,000, such options shall be treated, for federal income tax purposes, as options which are not incentive stock options as defined in Section 422 of the Internal Revenue Code. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK 10-17

INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT made this __ day of ________ , 19 __ between THE SAVANNAH BANCORP, INC., a Georgia Corporation, herein called "Company", and _________ an employee of the Company or one or more of its subsidiaries, herein called "Employee". WHEREAS, the Company desires to afford the Employee the opportunity of purchasing its $1.00 par value common stock, herein called "Common Stock" pursuant to the Incentive Stock Option Plan adopted by its shareholders on April 18, 1995, herein called the "Plan"; NOW, THEREFORE, in consideration of the premises and the mutual promises of the Parties to this Agreement, they do hereby covenant and agree as follows: 1. Grant of Option. The Company hereby irrevocably grants to the Employee the right and option, herein called the "Option", to purchase all or any part of an aggregate of __ shares of its Common Stock subject to the terms of this Agreement and the Plan. 2. Purchase Price. The purchase price of the Common Stock covered by the Option has been determined in accordance with the Plan and shall be $_______ per share. 3. Terms and Conditions of Plan. All of the terms and conditions of the Plan, a copy of which has been supplied to Employee, are hereby incorporated by reference and shall have the same force and effect as if expressly set forth herein. IN WITNESS WHEREOF, the Parties have signed and sealed this Agreement the day and year first above written. THE SAVANNAH BANCORP, INC. By:----------------------------------Attest:------------------------------Secretary ------------------------------------(L.S.) Employee 10-18

EXHIBIT 10.8 - AMENDMENT TO THE SAVANNAH BANCORP, INC. INCENTIVE STOCK OPTION PLAN APPROVED BY SHAREHOLDERS ON APRIL 16, 1996. INCENTIVE STOCK OPTION PLAN In 1995, the shareholders of the Company approved an Incentive Stock Option Plan (the "ISO Plan") under

INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT made this __ day of ________ , 19 __ between THE SAVANNAH BANCORP, INC., a Georgia Corporation, herein called "Company", and _________ an employee of the Company or one or more of its subsidiaries, herein called "Employee". WHEREAS, the Company desires to afford the Employee the opportunity of purchasing its $1.00 par value common stock, herein called "Common Stock" pursuant to the Incentive Stock Option Plan adopted by its shareholders on April 18, 1995, herein called the "Plan"; NOW, THEREFORE, in consideration of the premises and the mutual promises of the Parties to this Agreement, they do hereby covenant and agree as follows: 1. Grant of Option. The Company hereby irrevocably grants to the Employee the right and option, herein called the "Option", to purchase all or any part of an aggregate of __ shares of its Common Stock subject to the terms of this Agreement and the Plan. 2. Purchase Price. The purchase price of the Common Stock covered by the Option has been determined in accordance with the Plan and shall be $_______ per share. 3. Terms and Conditions of Plan. All of the terms and conditions of the Plan, a copy of which has been supplied to Employee, are hereby incorporated by reference and shall have the same force and effect as if expressly set forth herein. IN WITNESS WHEREOF, the Parties have signed and sealed this Agreement the day and year first above written. THE SAVANNAH BANCORP, INC. By:----------------------------------Attest:------------------------------Secretary ------------------------------------(L.S.) Employee 10-18

EXHIBIT 10.8 - AMENDMENT TO THE SAVANNAH BANCORP, INC. INCENTIVE STOCK OPTION PLAN APPROVED BY SHAREHOLDERS ON APRIL 16, 1996. INCENTIVE STOCK OPTION PLAN In 1995, the shareholders of the Company approved an Incentive Stock Option Plan (the "ISO Plan") under which 29,700 shares (adjusted to 59,400 shares after the two-for-one stock split) of the Company's Common Stock could be issued to eligible employees. Pursuant to the ISO Plan, incentive stock options for all 59,400 shares were issued by the Company as follows: (I) on April 18, 1995, incentive stock options of 16,500 shares, 8,250 shares 4,950 shares at a purchase price of $11.25 per share were granted to Messrs. Davis, Stramm and Briscoe, respectively; (II) Also, on January 2, 1996, incentive stock options of 16,500 shares, 8,250 shares 4,950 shares at a purchase price of $20 per share were granted to Messrs. Davis, Stramm and Briscoe, respectively, pursuant to the Company's meeting the 1995 performance objectives approved by the Board of Directors and the shareholders. The options issued during 1995 pursuant to the ISO Plan were issued after the cancellation of options agreements entered into in 1989 with Mr. Davis and in 1990 with Messrs. Stramm and Briscoe, covering an equivalent number of shares. The Board of Directors proposes to amend the ISO Plan by increasing the aggregate number of Reserved Shares

EXHIBIT 10.8 - AMENDMENT TO THE SAVANNAH BANCORP, INC. INCENTIVE STOCK OPTION PLAN APPROVED BY SHAREHOLDERS ON APRIL 16, 1996. INCENTIVE STOCK OPTION PLAN In 1995, the shareholders of the Company approved an Incentive Stock Option Plan (the "ISO Plan") under which 29,700 shares (adjusted to 59,400 shares after the two-for-one stock split) of the Company's Common Stock could be issued to eligible employees. Pursuant to the ISO Plan, incentive stock options for all 59,400 shares were issued by the Company as follows: (I) on April 18, 1995, incentive stock options of 16,500 shares, 8,250 shares 4,950 shares at a purchase price of $11.25 per share were granted to Messrs. Davis, Stramm and Briscoe, respectively; (II) Also, on January 2, 1996, incentive stock options of 16,500 shares, 8,250 shares 4,950 shares at a purchase price of $20 per share were granted to Messrs. Davis, Stramm and Briscoe, respectively, pursuant to the Company's meeting the 1995 performance objectives approved by the Board of Directors and the shareholders. The options issued during 1995 pursuant to the ISO Plan were issued after the cancellation of options agreements entered into in 1989 with Mr. Davis and in 1990 with Messrs. Stramm and Briscoe, covering an equivalent number of shares. The Board of Directors proposes to amend the ISO Plan by increasing the aggregate number of Reserved Shares which may be issued pursuant to the ISO Plan by an additional Twenty-five Thousand (25,000) shares of the Company's Common Stock. This proposed amendment requires the approval of the Company's shareholders. Upon approval by the shareholders, the Company will grant to certain officers of the Company, other than Messrs. Davis, Stramm and Mr. Briscoe, incentive stock options for the purchase of a total of Six Thousand (6,000) shares of the Company's Common Stock. The Company presently has no specific plans for the grant of options for the remaining Nineteen Thousand (19,000) shares. 10-19

EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARE (amounts in thousands, except per share data)
Basic Earnings Per Share -----------------------Weighted-average shares outstanding Net Income 1997 -----1,708 ====== 1,753 ====== $1.03 ====== 1996 -----1,701 ====== 1,507 ====== $0.89 ====== 1995 -----1,711 ====== 1,204 ====== $0.70 ======

Basic earnings per share

Diluted Earnings Per Share ------------------------Weighted-average shares outstanding

1997 -----1,708 -----176 $ 9.69 -----1,705 $20.71 -----82 -----94 -----1,802

1996 -----1,701 -----172 $ 8.69 -----1,494 $13.55 -----110 -----62 -----1,763

1995 -----1,711 -----118 $ 6.60 -----784 $ 9.65 -----82 -----36 -----1,747

Average options outstanding Average exercise price Proceeds from assumed exercise of options outstanding Average market price per share Assumed shares repurchased Common stock equivalents of options outstanding Weighted-average shares outstanding (including common stock equivalents)

EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARE (amounts in thousands, except per share data)
Basic Earnings Per Share -----------------------Weighted-average shares outstanding Net Income 1997 -----1,708 ====== 1,753 ====== $1.03 ====== 1996 -----1,701 ====== 1,507 ====== $0.89 ====== 1995 -----1,711 ====== 1,204 ====== $0.70 ======

Basic earnings per share

Diluted Earnings Per Share ------------------------Weighted-average shares outstanding

1997 -----1,708 -----176 $ 9.69 -----1,705 $20.71 -----82 -----94 -----1,802 ====== 1,753 ====== $0.97 ======

1996 -----1,701 -----172 $ 8.69 -----1,494 $13.55 -----110 -----62 -----1,763 ====== 1,507 ====== $0.85 ======

1995 -----1,711 -----118 $ 6.60 -----784 $ 9.65 -----82 -----36 -----1,747 ====== 1,204 ====== $0.69 ======

Average options outstanding Average exercise price Proceeds from assumed exercise of options outstanding Average market price per share Assumed shares repurchased Common stock equivalents of options outstanding Weighted-average shares outstanding (including common stock equivalents)

Net income

Diluted earnings per share

11-1

EXHIBIT 23.1 - CONSENT OF PREDECESSOR INDEPENDENT ACCOUNTANTS (Price Waterhouse LLP Letterhead) January 17, 1996 To the Board of Directors and Shareholders of The Savannah Bancorp, Inc. In our opinion, the consolidated statements of income, of changes in shareholders' equity and of cash flows for the year ended December 31, 1995 (appearing on pages 38 through 53 of The Savannah Bancorp, Inc. 1997 Annual Report on Form 10-KSB) present fairly, in all material respects, the financial position, results of operations and cash flows of The Savannah Bancorp, Inc. and its subsidiary for the year ended December 31, 1995, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test

EXHIBIT 23.1 - CONSENT OF PREDECESSOR INDEPENDENT ACCOUNTANTS (Price Waterhouse LLP Letterhead) January 17, 1996 To the Board of Directors and Shareholders of The Savannah Bancorp, Inc. In our opinion, the consolidated statements of income, of changes in shareholders' equity and of cash flows for the year ended December 31, 1995 (appearing on pages 38 through 53 of The Savannah Bancorp, Inc. 1997 Annual Report on Form 10-KSB) present fairly, in all material respects, the financial position, results of operations and cash flows of The Savannah Bancorp, Inc. and its subsidiary for the year ended December 31, 1995, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed above. We have not audited the consolidated financial statements of The Savannah Bancorp, Inc. for any period subsequent to December 31, 1995.
/s/ PRICE WATERHOUSE LLP

ARTICLE9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM THE FINANCIAL STATEMENTS OF SAVANNAH BANCORP, INC. FOR THE YEAR ENDED DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. NAME:SAVANNAH BANCORP, INC CIK:0000860519 MULTIPLIER:1000 CURRENCY: U.S. DOLLARS

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END EXCHANGE RATE CASH INT BEARING DEPOSITS FED FUNDS SOLD TRADING ASSETS INVESTMENTS HELD FOR SALE INVESTMENTS CARRYING INVESTMENTS MARKET LOANS ALLOWANCE TOTAL ASSETS DEPOSITS SHORT TERM LIABILITIES OTHER LONG TERM COMMON PREFERRED MANDATORY PREFERRED OTHER SE TOTAL LIABILITIES AND EQUITY INTEREST LOAN INTEREST INVEST INTEREST OTHER

12 MOS DEC 31 1997 JAN 01 1997 DEC 31 1997 1 11929 0 13187 0 0 29300 29500 106021 (1480) 163659 144464 3250 969 0 1783 0 0 13193 163659 8700 1859 573

ARTICLE9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM THE FINANCIAL STATEMENTS OF SAVANNAH BANCORP, INC. FOR THE YEAR ENDED DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. NAME:SAVANNAH BANCORP, INC CIK:0000860519 MULTIPLIER:1000 CURRENCY: U.S. DOLLARS

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END EXCHANGE RATE CASH INT BEARING DEPOSITS FED FUNDS SOLD TRADING ASSETS INVESTMENTS HELD FOR SALE INVESTMENTS CARRYING INVESTMENTS MARKET LOANS ALLOWANCE TOTAL ASSETS DEPOSITS SHORT TERM LIABILITIES OTHER LONG TERM COMMON PREFERRED MANDATORY PREFERRED OTHER SE TOTAL LIABILITIES AND EQUITY INTEREST LOAN INTEREST INVEST INTEREST OTHER INTEREST TOTAL INTEREST DEPOSIT INTEREST EXPENSE INTEREST INCOME NET LOAN LOSSES SECURITIES GAINS EXPENSE OTHER INCOME PRETAX INCOME PRE EXTRAORDINARY EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED YIELD ACTUAL LOANS NON LOANS PAST LOANS TROUBLED LOANS PROBLEM ALLOWANCE OPEN CHARGE OFFS RECOVERIES ALLOWANCE CLOSE ALLOWANCE DOMESTIC ALLOWANCE FOREIGN ALLOWANCE UNALLOCATED

12 MOS DEC 31 1997 JAN 01 1997 DEC 31 1997 1 11929 0 13187 0 0 29300 29500 106021 (1480) 163659 144464 3250 969 0 1783 0 0 13193 163659 8700 1859 573 11132 4927 5084 6048 300 2 4016 2685 1753 0 0 1753 1.03 .97 4.52 153 32 0 32 1240 71 11 1480 1480 0 0