CAVALRY BANCORP, INC. 1999 STOCK OPTION PLAN
"Affiliate" -- means any "parent corporation" or "subsidiary corporation" of the Corporation, as such terms are
defined in Section 424(e) and (f), respectively, of the Code.
"Award" -- means the grant by the Committee of an Incentive Stock Option, a Non-Qualified Stock Option, a
Right, or any combination thereof, as provided in the Plan.
"Award Agreement" -- means the agreement evidencing the grant of an Award made under the Plan.
"Board" -- means the board of directors of the Corporation.
"Cause" -- means Termination of Service by reason of personal dishonesty, incompetence, willful misconduct,
breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or gross negligence.
"Code" -- means the Internal Revenue Code of 1986, as amended.
"Committee" -- means the Committee referred to in Section 3 hereof.
"Corporation" -- means Cavalry Bancorp, Inc., a Tennessee corporation, and any successor thereto.
"Incentive Stock Option" -- means an option to purchase Shares granted by the Committee which is intended to
qualify as an incentive stock option under Section 422(b) of the Code. Unless otherwise set forth in the Award
Agreement, any Option which does not qualify as an Incentive Stock Option for any reason shall be deemed ab
initio to be a Non-Qualified Stock Option.
"Market Value" -- means the average of the high and low quoted sales price on the date in question (or, if there is
no reported sale on such date, on the last preceding date on which any reported sale occurred) of a Share on the
Composite Tape for New York Stock Exchange-Listed Stocks, or, if on such date the Shares are not quoted on
the Composite Tape, on the New York Stock Exchange, or if the Shares are not listed or admitted to trading on
such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act
of 1934 (the "Exchange Act") on which the Shares are