DUNCAN STOCK OPTION AGREEMENT
This agreement made December 15th, 2005, between First Bancshares, Inc., hereinafter
call “Optionor,” and James W. Duncan , hereinafter called “Optionee.”
1. Number of Shares and Date of Grant. Optionor hereby grants Optionee an option
for 30,000 shares of Optionor’s common stock. The date of grant is December 15, 2005.
Term of Option. This option may be exercised through and including December
14th, 2015, subject to the provisions below.
3. Option Price and Vesting. The option price is $17.79 for each share, and the
besting schedule is:
5,000 shares vesting on December 15, 2005;
5,000 shares vesting on December 15, 2006;
5,000 shares vesting on December 15, 2007;
5,000 shares vesting on December 15, 2008;
5,000 shares vesting on December 15, 2009;
5,000 shares vesting on December 15, 2010.
4. Method of Exercise. This option shall be exercisable by a written notice which shall
state the election to exercise the option, the number of shares with respect to which it is being
exercised, the person in whose name the stock certificate or certificates for such shares is to be
registered and other reasonably necessary information needed by Optionor.
5. Restrictions on Exercise. This option may not be exercised if the issuance of the
shares upon such exercise would constitute a violation of any applicable federal or state securities
or other law or valid regulation. As a condition to the Optionee’s exercise of this option, the
Optionor may require the person exercising this option to make any representation or warranty to
the Optionor as may be required by any applicable law or regulation.
6. Nontransferability of Option. This option may not be transferred in any manner
otherwise than by will or the laws of descent or distribution and may be exercised during the
lifetime of the Optionee only by the Optionee. The terms of this option shall be binding upon the
personal representatives, heirs, successors, and