EXHIBIT 4.4
BRITTON & KOONTZ CAPITAL CORPORATION
LONG-TERM INCENTIVE PLAN
BRITTON & KOONTZ CAPITAL CORPORATION
LONG-TERM INCENTIVE PLAN
TABLE OF CONTENTS
SECTION 1 - PURPOSE . . . . . . . . . . . . . .
SECTION 2 - DEFINITIONS . . . . . . . . . . . .
SECTION 3 - ADMINISTRATION. . . . . . . . . . .
Composition. . . . . . . . . . . . . . . .
Power and Authority. . . . . . . . . . . .
Hold Harmless. . . . . . . . . . . . . . .
SECTION 4 - ELIGIBILITY . . . . . . . . . . . .
SECTION 5 - SHARES SUBJECT TO THE PLAN. . . . .
Number of Shares . . . . . . . . . . . . .
Type of Common Stock . . . . . . . . . . .
Cancellation . . . . . . . . . . . . . . .
SECTION 6 - STOCK OPTIONS . . . . . . . . . . .
Special Definition . . . . . . . . . . . .
General Provisions . . . . . . . . . . . .
Incentive Stock Options. . . . . . . . . .
Manner of Exercise . . . . . . . . . . . .
Equity Maintenance . . . . . . . . . . . .
Rights as Stockholder. . . . . . . . . . .
SECTION 7 - RESTRICTED STOCK. . . . . . . . . .
Special Definition . . . . . . . . . . . .
General Provisions . . . . . . . . . . . .
Enforcement of Restrictions. . . . . . . .
Lapse of Restrictions. . . . . . . . . . .
Shareholder Rights . . . . . . . . . . . .
SECTION 8 - PERFORMANCE SHARES. . . . . . . . .
Special Definition . . . . . . . . . . . .
General Provisions . . . . . . . . . . . .
Satisfaction Performance Objectives. . . .
Not a Stockholder. . . . . . . . . . . . .
No Adjustments . . . . . . . . . . . . . .
SECTION 9 - GENERAL . . . . . . . . . . . . . .
Adoption and Effective Date. . . . . . . .
Duration . . . . . . . . . . . . . . . . .
Transferability of Incentives. . . . . . .
Effect of Termination of Employment. . . .
Additional Legal Requirements. . . . . . .
Adjustment . . . . . . . . . . . . . . . .
Written Agreements . . . . . . . . . . . .
Withholding. . . . . . . . . . . . . . . .
No Continued Employment. . . . . . . . . .
Termination of Plan. . . . . . . . . . . .
Amendment. . . . . . . . . . . . . . . . .
Immediate Acceleration of Incentives . . .
Governing Law. . . . . . . . . . . . . . .
Other Benefits . . . . . . . . . . . . . .
BRITTON & KOONTZ CAPITAL CORPORATION
LONG-TERM INCENTIVE PLAN
SECTION 1
PURPOSE
The purposes of the Long-Term Incentive Plan (the "Plan") of
Britton & Koontz Capital Corporation (the "Corporation") are to increase
stockholder value, to advance the interests of the Corporation and its
subsidiaries, and to attract, retain and motivate certain officers, executive
personnel and other key employees through the grant or award of
stock-based incentive compensation.
SECTION 2
DEFINITIONS
2.1 "Act" means the Securities Exchange Act of 1934, as
amended, and any rule, regulation or interpretation thereunder.
2.2 "Affiliate" means a corporation with respect to which the
Corporation owns (within the meaning of Section 425(f) of the Internal
Revenue Code of 1986, as amended) 50% or more of the total combined
voting power of all classes of stock.
2.3 "Bank" means Britton & Koontz First National Bank.
2.4 "Change in Control" means and shall be deemed to occur if:
a. Any "person," including any "group," determined in
accordance with Section 13(d)(3) of the Act becomes the
beneficial owner, directly or indirectly, of securities of the
Corporation representing 20% or more of the combined
voting power of the Corporation's then outstanding
securities, without the approval, recommendation, or
support of the Board of Directors of the Corporation as
constituted immediately prior to such acquisition;
b. The Federal Deposit Insurance Corporation or any other
regulatory agency negotiates and implements a plan for the
merger, transfer of assets and liabilities, reorganization
and/or liquidation of the Bank;
c. The Corporation is merged into another corporate entity or
consolidated with one or more corporations, other than a
wholly-owned subsidiary of the Corporation, unless before
the effective date of such merger or consolidation the board
of directors of the surviving corporation agrees, in writing,
to assume the obligations and liabilities of the Corporation
under this Plan;
d. A change in the members of the Board of Directors of the
Corporation occurs which results in the exclusion of a
majority of the "continuing board." For this purpose, the
term "continuing board" means the members of the Board
of Directors of the Corporation, determined as of the date
on which this Plan is adopted and subsequent members of such board who
are elected by or on the recommendation of a majority of such "continuing
board"; or
e. The sale of substantially all of the stock or the assets of the
Bank by the Corporation (or any successor corporation
thereto), unless before the effective date of such sale or
other disposition the board of directors of the acquiring
corporation agrees, in writing, to assume the obligations of
the Corporation under this Plan.
2.5 "Code" means the Internal Revenue Code of 1986, as amended.
2.6 "Common Stock" means $10.00 par value voting common stock
issued by the Corporation.
2.7 "Committee" means the persons appointed in accordance
with Section 3 of this Plan.
2.8 "Employee" means a common law employee of the
Corporation, the Bank or an Affiliate designated by the Committee as
participating hereunder.
2.9 "Fair Market Value" means the mean of the closing bid and
asked prices of Common Stock as quoted on the National Association of
Securities Dealers Automated Quotation System, National Market Issues
or other exchange or system of reporting as of the date specified herein;
if no Common Stock is traded on such date, then the Fair Market Value
shall be determined using the mean of the closing bid and ask prices on
the date Common Stock last traded on such system or exchange. If
Common Stock is not traded on any such system or exchange, then Fair
Market Value shall be determined in the discretion of the Plan Committee,
taking into account generally accepted accounting methods.
2.10 "Incentive" means a right to purchase or receive shares of
Common Stock, monetary payments or both in accordance with the terms
of this Plan. An Incentive may be granted in the form of stock options,
restricted stock and performance shares, or any combination thereof.
2.11 "Participant" means an Employee granted an Incentive
under this Plan.
2.12 Other Definitions. The terms "stock option" and "option"
are defined in Section 6.1 hereof; the term "disinterested person" is
defined in Section 3.1 hereof; the term "incentive stock option" is defined
in Section 6.3 hereof; the term "restricted stock" is defined in Section 7.1
hereof; and the term "performance share" is defined in Section 8.1 hereof.
SECTION 3
ADMINISTRATION
3.1 Composition. The Plan shall be administered by a
committee appointed by the Board of Directors of the Corporation, which
committee shall consist of three or more directors who are "disinterested
persons" within the meaning of Rule 16b-3 promulgated under the Act.
For this purpose, the term "disinterested person" means a person who has
not been granted or awarded Incentives under this Plan or any other
program or arrangement providing for the discretionary grant of
stock-related compensation maintained by the Corporation or the Bank
during (a) the period in which he or she serves as a member of the
Committee, and (b) the one-year period immediately preceding such
service.
3.2 Power and Authority. The Committee shall have the
discretionary power and authority to award Incentives under the Plan, to
interpret the provisions of the Plan, to establish rules and regulations
relating to the Plan, and to make any other determinations which it
believes necessary or advisable for the proper administration of the Plan.
Decisions, interpretations and actions of the Committee concerning
matters related to the Plan shall be final and conclusive on the
Corporation, the Bank and Participants. The Committee's determinations
under the Plan need not be uniform, and the Committee may make
determinations selectively among the Participants who receive or are
eligible to receive Incentives, whether or not such Participants are
similarly situated.
3.3 Hold Harmless. The Corporation shall indemnify and hold
harmless the members of the Committee and individuals, including
Employees of the Corporation or the Bank, performing services on behalf
of the Committee, against any liability, cost or expense arising as a result
of any claim asserted by any person or entity under the laws of any state
or of the United States with respect to any action or failure to act of such
individuals taken in connection with the Plan, except claims or liabilities
arising on account of the willful misconduct or bad faith of any such
individual.
SECTION 4
ELIGIBILITY
Employees of the Corporation, the Bank or any Affiliate
participating hereunder, but excluding directors of the Corporation, the
Bank or any Affiliate who are not also Employees, shall be eligible to
receive Incentives under this Plan, when designated by the Committee.
Employees may be designated individually or by groups or categories, in
the discretion of the Committee.
SECTION 5
SHARES SUBJECT TO THE PLAN
5.1 Number of Shares. Subject to adjustment as provided in
Section 9.6, hereof, the number of shares of Common Stock which may
be issued under the Plan shall not exceed 40,000 shares. Except as
provided in this Section 5, the number of shares available for grant,
transfer or issuance under the Plan shall be reduced by the number of
shares actually granted, transferred, or issued hereunder, from time to
time.
5.2 Type of Common Stock. Common Stock issued under this
Plan in connection with the grant or award of an Incentive may be
authorized and unissued shares or issued shares held as treasury shares or
shares acquired on the open market.
5.3 Cancellation. Shares of Common Stock covered by
Incentives which are not earned or which are forfeited or terminated for
any reason and options which expire unexercised or which are exchanged
for other options or Incentives, shall again be available for grant as an
Incentive under the Plan.
SECTION 6
STOCK OPTIONS
6.1 Special Definition. The term "stock option" or "option"
means a right to purchase shares of Common Stock from the Corporation.
Stock options granted hereunder may be nonstatutory or nonqualified stock
options or incentive stock options within the meaning of Section 422 of
the Code. All stock options shall comply with the provisions of Section
6.2 hereof, and incentive stock options shall also comply with the
provisions of Section 6.3 hereof.
6.2 General Provisions. All stock options granted under this
Plan shall be granted by the Committee, in its discretion, subject to the
following general terms and conditions:
a. The number of shares of Common Stock subject to an
option shall be determined by the Committee at the time of
grant.
b. The option price per share shall be determined in the
discretion of the Committee.
c. Subject to earlier termination as provided in Section 9.4
hereof, the term of each stock option shall be determined
by the Committee.
d. Each stock option shall be exercisable at such time or times
during its term as shall be determined by the Committee;
provided, however, that no option shall be exercisable
earlier than six months and one day or later than ten years
from the date of grant.
e. Stock options granted hereunder shall be evidenced by a
written agreement between the Committee and each
Participant. Any such agreement shall identify the grant of
the option as an incentive stock option or a nonstatutory or
nonqualified stock option.
6.3 Incentive Stock Options. The term "incentive stock option"
means a stock option which is subject to the provisions of Section 422 of
the Code. In addition to the provisions of Section 6.2 hereof, each
incentive stock option shall be subject to the following provisions:
a. The aggregate Fair Market Value (determined as of the
time the option is granted) of the shares of Common Stock
with respect to which incentive stock options are
exercisable for the first time by any Participant during any
calendar year (under all plans of the Corporation), shall not
exceed $100,000. If and to the extent Fair Market Value
exceeds $100,000, the incentive stock option shall be
treated as a nonstatutory stock option.
b. The option price per share shall not be less than Fair
Market Value as of the date of grant.
c. Any certificate or agreement evidencing an incentive stock
option granted under the Plan shall contain such other
provisions as the Committee shall deem advisable, but shall
in all events be consistent with and contain all provisions
required in order to qualify the options as incentive stock
options under Section 422 of the Code.
d. Incentive stock options must be granted within ten years
from the date on which this Plan is adopted.
e. Unless sooner exercised, all incentive stock options shall
expire no later than ten years after the date of grant.
f. No incentive stock option shall be granted to any
Participant who at the time such option is granted would
own (within the meaning of Section 422 of the Code) stock
possessing more than ten percent of the total combined
voting power of all classes of stock of the Corporation,
determined in accordance with Section 422(b)(6) of the
Code.
g. No incentive stock option shall be granted to any
Participant who is not an Employee (within the meaning of
Section 3401 of the Code) of the Corporation or its
Subsidiaries during the period described under Section
422(a)(2) of the Code.
6.4 Manner of Exercise. A stock option may be exercised, in
whole or in part, by giving written notice to the Committee, specifying the
number of shares of Common Stock to be purchased and accompanied by
the full purchase price for such shares.
The option price may be paid by cash, check, bank draft, by
delivery of shares of Common Stock in payment of all or any part of the
option price, which shares shall be valued for this purpose at the Fair
Market Value on the date such option is exercised, or in such other
manner as may be authorized, from time to time, by the Committee.
The Committee may permit any Participant or group of Participants
to exercise stock options and sell the shares of Common Stock acquired
thereby pursuant to a brokerage or similar arrangement, approved in
advance by the Committee, and use the proceeds of any such sale as
payment of the purchase price of the shares.
6.5 Equity Maintenance. If a Participant, while an Employee
of the Corporation or the Bank, pays the option price by delivery of
previously owned shares of Common Stock, the Committee, in its
discretion, may grant to such Participant an additional option to purchase
the number of shares of Common Stock delivered by the Participant to pay
the option price. Any such additional option granted by the Committee
shall be exercisable at Fair Market Value determined as of the date on
which such additional option is granted.
6.6 Rights as Stockholder. Prior to the issuance of shares of
Common Stock upon the exercise of a stock option, a Participant shall
have no rights as a stockholder with respect to the shares subject to such
option.
SECTION 7
RESTRICTED STOCK
7.1 Special Definition. The term "restricted stock" means
shares of Common Stock which are sold or transferred by the Corporation
to a Participant at a price which may be below Fair Market Value, or for
no payment, but subject to restrictions on sale or other transfer by the
Participant.
7.2 General Provisions. The Committee may grant shares of
restricted stock, in its discretion, subject to the following terms and
conditions:
a. The number of shares to be transferred or sold by the
Corporation to a Participant as restricted stock shall be
determined by the Committee.
b. The Committee shall determine the price, if any, at which
shares of restricted stock shall be sold, which may vary
from time to time and which may be below the Fair Market
Value of such shares as of the date of sale.
c. All shares of restricted stock transferred or sold hereunder
shall be subject to such terms, conditions and restrictions
for such period or periods as the Committee, in its
discretion, may determine (including restrictions on
transfer, forfeiture provisions and performance earnouts);
provided, however, that no shares of restricted stock may
be sold or transferred by any Participant for a period of at
least six months and one day from the date of the grant.
d. Each grant of restricted stock hereunder shall be evidenced
by a written agreement.
7.3 Enforcement of Restrictions. In order to enforce the
restrictions imposed by the Committee pursuant to Section 7.2 hereof, a
Participant receiving restricted stock shall enter into an agreement with the
Corporation setting forth the conditions of the grant. Each certificate
issued with respect to restricted shares shall bear such legends as the
Committee, in its sole discretion, shall deem necessary or appropriate.
The Committee, in its discretion, may require that shares of restricted
stock registered in the name of the Participant be deposited, together with
a stock power endorsed in blank, with the Corporation during any period
in which shares are subject to restriction.
7.4 Lapse of Restrictions. Subject to Section 9.5 hereof, at the
end of any period during which the shares of restricted stock are subject
to forfeiture or restrictions on transfer, such shares shall be delivered free
of restriction to the Participant or to the Participant's legal representative,
beneficiary or heir, as the case may be.
7.5 Shareholder Rights. Subject to the terms and conditions of
the Plan, each Participant receiving restricted stock shall have all the
rights of a stockholder with respect to such shares during any period in
which the shares are subject to forfeiture or restriction on transfer,
including without limitation, the right to vote such shares. Dividends paid
in the form of cash or property with respect to shares of restricted stock
shall be paid to the Participant currently (or if made available by the
Corporation and at the election of the Participant, reinvested under a
stockholder investment service). Shares purchased with reinvested
dividends shall not be restricted.
SECTION 8
PERFORMANCE SHARES
8.1 Special Definition. The term "performance share" means
the right to receive or purchase (at a price which may be below Fair
Market Value) Common Stock upon the completion of certain performance
objectives.
8.2 General Provisions. The Committee may grant performance shares,
in its discretion, subject to the following terms and conditions:
a. The number of shares granted to a Participant shall be
determined by the Committee.
b. Each performance share shall be subject to performance
objectives established by the Committee. Performance
objectives may relate to the Corporation, an Affiliate or
any Participant or group of Participants. Such performance
objectives shall be achieved during the period designated by
the Committee.
c. All performance shares shall be subject to such additional
restrictions for such period or periods as the Committee, in
its discretion, may determine; provided, however, that any
Participant subject to Section 16 of the Act shall be
prohibited from selling or transferring performance shares
for a period of at least six months and one day beginning
on the date of grant.
d. The Committee, in its discretion, may establish a purchase
price for the acquisition of shares of Common Stock upon
the completion of the performance objectives, which price
may be below Fair Market Value.
e. Each grant of performance shares shall be evidenced by a
written agreement between the Committee and each
affected Participant.
8.3 Satisfaction of Performance Objectives. If the performance
objectives designated by the Committee are achieved, each affected
Participant shall be paid the number of shares of Common Stock equal to
the number of performance shares initially granted to that Participant or
shall acquire the right to purchase Common Stock at a price designated by
the Committee, which price may be below Fair Market Value. If such
objectives are not satisfied due to circumstances that, in the determination
of the Committee, are outside the control of the Corporation or the
Participant, the Committee, in its discretion, may provide for payment in
full of the Incentive, lesser payment or cancellation.
8.4 Not a Stockholder. The award of performance shares shall
not entitle a Participant to exercise the rights of a stockholder of the
Corporation with respect to such shares, until the transfer of shares of
Common Stock with respect to such award.
8.5 No Adjustments. Except as provided in Section 9.6 hereof,
no adjustment shall be made in performance shares awarded to account for
cash dividends paid or other rights issued to the holders of Common Stock
prior to the end of any period with respect to which performance
objectives are applicable.
SECTION 9
GENERAL
9.1 Adoption and Effective Date. This Plan will become effective
upon its approval, if, at a meeting of the Company's shareholders, the
votes cast in favor of the Plan exceed the votes cast against the Plan.
Unless approved within one year after the date of the Plan's adoption by
the Board of Directors of the Corporation, the Plan shall not be effective
for any purpose. Prior to the approval of the Plan by the shareholders of
the Corporation, the Committee may award Incentives hereunder, but if such
approval is not received in the specified period, then such awards shall be
void and of no effect.
9.2 Duration. The Plan shall remain in effect until all
Incentives granted under the Plan have been satisfied by the issuance of
shares of Common Stock or terminated under the Plan and all restrictions
imposed on shares of Common Stock in connection with their issuance
under the Plan have lapsed. No Incentive shall be granted under the Plan
after the tenth anniversary of the date on which the Plan is approved by
the Corporation's stockholders.
9.3 Transferability of Incentives. No Incentive granted
hereunder may be transferred, pledged, assigned or otherwise encumbered
by the holder thereof whether by operation of law or otherwise and
whether voluntarily or involuntarily (except in the event of the holder's
death by will or the laws of descent and distribution) and neither the
Committee nor the Corporation shall be required to recognize any
attempted assignment of such rights by any Participant. During a
Participant's lifetime, an Incentive may be exercised only by the
Participant or by the Participant's guardian or legal representative.
9.4 Effect of Termination of Employment. In the event that a
Participant ceases to be an Employee of the Corporation, the Bank or an
Affiliate on account of death, disability, retirement or a voluntary or
involuntary termination, other than for cause (as defined below), an
Incentive may be exercised or shall expire at such times as may be
determined by the Committee; provided, however, that any extension of
the exercise term shall not exceed the original exercise term of the
Incentive.
If a Participant's employment with the Corporation, the Bank or
an Affiliate is terminated for "cause," all rights of such Participant under
any Incentive shall expire or shall be forfeited, upon receipt by such
Participant of notice of termination. In the event of a forfeiture, stock
certificates representing such restricted stock shall be returned to the
Corporation. For this purpose, the term "cause" shall mean fraud,
misappropriation of or intentional material damage to the property or
business of the Corporation, the Bank or an Affiliate or the commission
of a felony by a Participant.
9.5 Additional Legal Requirements. The obligation of the
Corporation or any of its Affiliates to sell or deliver Common Stock to
any Participant under this Plan shall be subject to all applicable laws,
regulations, rules and approvals deemed necessary or appropriate by the
Corporation. Certificates for shares of Common Stock issued pursuant to
this Plan may be legended as the Committee shall deem appropriate.
9.6 Adjustment. In the event of any merger, consolidation or
reorganization of the Corporation with any other corporation or
corporations, there shall be substituted for each of the shares of Common
Stock then subject to the Plan the number and kind of shares of stock or
other securities to which the holders of the shares of Common Stock will
be entitled pursuant to the transaction.
In the event of any recapitalization, stock dividend, stock split,
combination of shares or other change in the Common Stock, the number
of shares of Common Stock then subject to the Plan shall be adjusted in
proportion to the change in outstanding shares of Common Stock. In the
event of any such substitution or adjustment, the purchase price of any
option, the performance objectives of any Incentive, and the shares of
Common Stock issuable pursuant to any Incentive shall be adjusted to the
extent appropriate, in the discretion of the Committee and except as
provided herein, to provide Participants with the same relative rights
before and after such adjustment.
9.7 Written Agreements. The terms of each Incentive shall be
stated in a plan or agreement approved by the Committee. Neither the
Committee nor the Corporation shall be required to grant any Incentive
hereunder to any Participant, unless such Participant executes such
agreements or provides representations as the Committee deems
appropriate.
9.8 Withholding. The Corporation shall have the right to withhold
from any payment made under the Plan or to collect as a condition of payment,
any taxes required by law to be withheld.
A Participant required to pay to the Corporation an amount required
to be withheld under applicable income tax laws in connection with a
distribution of Common Stock may satisfy this obligation, in whole or in
part, by electing (a "tax election") to have the Corporation withhold
from the distribution shares of Common Stock having a value equal to the
amount required to be withheld. The value of the shares to be withheld
shall be based on the Fair Market Value on the date that the amount of tax
to be withheld shall be determined (the "tax date"). The Committee may
disapprove of any such election, may suspend or terminate the right to
make elections or may provide with respect to any Incentive that the right
to make elections shall not apply. Once delivered to the Committee, an
election shall be irrevocable. If a Participant is subject to Section 16 of
the Act, then the following rules shall apply:
a. No tax election shall be effective for a tax date which
occurs within six months of the transfer of Common Stock
hereunder, except that such limitations shall not apply in
the event of the death or disability of a Participant; and
b. The tax election must be made, in writing, six months prior
to the tax date or must be made during any period
beginning on the third business day following the date of
release for publication of the Corporation's quarterly or
annual summary statements of earnings and ending on the
twelfth business day following such date.
9.9 No Continued Employment. No Participant under the Plan shall
have any right to continue in the employ of the Corporation or an Affiliate
for any period of time or to any right to continue his or her present or
any other rate of compensation on account of participation in the Plan.
9.10 Termination of Plan. The Board of Directors of the Corporation,
upon written notice to all Participants and the Plan Committee, shall have
the right, at any time, to terminate this Plan. Such termination shall
become effective when authorized by the Board of Directors of the Corporation
and when written notice is given to all Participants.
9.11 Amendment. The Board of Directors of the Corporation
may amend the Plan at any time to cause the Plan to comply with the
requirements of Rule 16b-3 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
Otherwise, no amendment or discontinuance by the Board of Directors
shall change, impair or adversely affect shares of Common Stock
previously transferred to any Participant without such Participant's prior
consent. Further, no such amendment shall (a) increase the maximum
number of shares of Common Stock which may be issued to all or any
Participant under the Plan, (b) change or expand the types of awards
granted under the Plan, (c) change the class of persons eligible to receive
awards under the Plan, or (d) materially increase the benefits accruing to
Participants under the Plan, without the consent of the shareholders of the
Corporation.
9.12 Immediate Acceleration of Incentives. Notwithstanding any
provision in the Plan or in any Incentive to the contrary and subject to any
limitation imposed with the Act, (a) the restrictions on all shares of
restricted stock awarded under the Plan shall immediately lapse, (b) all
outstanding options shall become exercisable immediately, (c) all credits
to phantom share accounts shall be immediately distributable, and (d) all
performance objectives or other restrictions on Incentives granted under
the Plan shall be deemed to be satisfied or lapsed and payment made
immediately, upon the occurrence of a Change in Control.
9.13 Governing Law. The Plan and any Incentive granted under
the Plan shall be governed by the laws of the State of Mississippi.
9.14 Other Benefits. Incentives granted to a Participant under
the terms of the Plan shall not impair or otherwise reduce such
Participant's compensation, life insurance or other benefits provided by
the Corporation, the Bank or an Affiliate; provided, however, that the
value of Incentives shall not be treated as compensation for purposes of
computing the value or amount of any such benefit.
THIS PLAN was adopted by the Board of Directors of Britton &
Koontz Capital Corporation as of April 12, 1996, and approved by the
shareholders on May 16, 1996, to be effective as of the time determined
under Section 9.1, hereof.
BRITTON & KOONTZ CAPITAL CORPORATION
By: /s/ W. Page Ogden
_______________________________
Its: President
_______________________________
BRITTON & KOONTZ CAPITAL CORPORATION
LONG-TERM INCENTIVE PLAN
AMENDMENT NO. 1
WHEREAS, Britton & Koontz Capital Corporation, a corporation
organized and existing under the laws of the State of Mississippi (the
"Corporation"), adopted the Britton & Koontz Capital Corporation Long-
Term Incentive Plan, to be first effective as of May 16, 1996 (the "Plan");
WHEREAS, Section 9.11 of the Plan provides that the Board of
Directors of the Corporation possess the right to amend the Plan to
comply with the provisions of Rule 16b-3 of the Securities Exchange Act
of 1934, as amended;
WHEREAS, effective as of November 1, 1996, Rule 16b-3 was
amended to modify, among other things, the class of persons authorized
to administer the Plan;
NOW, THEREFORE, effective as of January 21, 1997, the Plan
shall be amended as follows:
I.
Section 3.1 of the Plan shall be amended and restated in its entirety
as follows:
The Plan shall be administered by a committee appointed
by the Board of Directors of the Corporation, which
committee shall consist of at least two "non-employee
directors" within the meaning of Rule 16b-3 promulgated
under the Act. For this purpose, a "non-employee
director" means a person who (a) is not currently an officer
or employee of the Corporation or its Affiliates, (b) does
not receive compensation, directly or indirectly, from the
Corporation or an Affiliate for services rendered in a
capacity other than as a director, except for compensation
not in excess of the dollar amount for which disclosure is
required pursuant to section 229.404(a) of Regulation S-K
promulgated under the Securities Act of 1933 ("Regulation
S-K"), (c) is not engaged in a business relationship with the
Corporation or its Affiliates with respect to which
disclosure is required under section 229.404(b) of Regulation
S-K, and (d) does not possess an interest in any other
transaction with respect to which disclosure would be
required under section 229.404(a) of Regulation S-K.
THIS AMENDMENT NO. 1 was executed this 21st day of January, 1997,
to be effective as of the date written above.
BRITTON & KOONTZ CAPITAL CORPORATION
By: /s/ W. Page Ogden
_______________________________
Its: President
_______________________________