Exhibit 10.f
Pages 136-146
FIRST BANCORP
1994 STOCK OPTION PLAN
----------------------
1. Purpose of Plan. This 1994 Stock Option Plan (the "Plan") is intended to
increase the incentive for participants to contribute to the success of First
Bancorp ("Bancorp") and its subsidiaries and to reward them for their
contribution to that success.
2. Shares Subject to Plan. The options granted under this Plan will be
options to acquire shares of Bancorp's common stock, no par value ("common
stock"). The maximum number of shares that may be issued pursuant to this Plan
is 370,000.
3. Administration of Plan. The Compensation Committee (the "Committee") of
Bancorp's Board of Directors will administer the Plan. Except to the extent
permitted under Rule 16b-3 promulgated under the Securities Exchange Act of 1934
with respect to options granted pursuant to Section 5 below, during the year
prior to commencement of service on the Committee, the Committee members will
not have participated in or received securities under, and while serving and for
one year after serving on the Committee, such members shall not receive
securities under or be eligible for selection as persons to whom shares may be
transferred or to whom stock options may be granted under, the Plan or any other
discretionary plan of Bancorp (or an affiliate of Bancorp) under which
participants are entitled to acquire shares, stock options or stock appreciation
rights of Bancorp (or an affiliate of Bancorp).
The Committee, in addition to any other powers granted to it hereunder, shall
have the powers, subject to the express provisions of the Plan:
(a) in its discretion, to determine the Employees (defined in
Section 4(a) hereof) to receive options, the times when
options shall be granted, the times when options may be
exercised, the number of shares to be subject to each option,
the exercise price of each option, and any restrictions on the
transfer or ownership of shares purchased pursuant to an
option;
(b) to prescribe, amend and repeal rules and regulations of
general application relating to the Plan;
(c) to construe and interpret the Plan;
(d) to require of any person exercising an option granted
under the Plan, at the time of such exercise, the execution of
any paper or making or any representation or the giving of any
commitment that the Committee shall, in its discretion, deem
necessary or advisable by reason of the securities laws of the
United States or any State, or the execution of any paper or
the payment of any sum of money in respect of taxes or the
undertaking to pay or have paid any such sum that the
Committee shall, in its discretion, deem necessary by reason
of the Internal Revenue Code or any rule or regulation
thereunder, or by reason of the tax laws of any State;
(e) to amend stock options previously granted and outstanding,
but no amendment to any such agreement shall be made without
the consent of the optionee if such amendment would adversely
affect the rights of the optionee under his stock option
agreement or would disqualify an "incentive stock option" (as
defined in Section 422 of the Internal Revenue Code) (an
"incentive stock option") from being such under the Internal
Revenue Code; and no amendment shall be made to any stock
option agreement that would cause the inclusion therein of any
term or provision inconsistent with the Plan; and
(f) to make all other determinations necessary or advisable
for the administration of the Plan. Determinations of the
Committee with respect to the matters referred to in this
section shall be conclusive and binding on all persons
eligible to participate under the Plan and their legal
representatives and beneficiaries. The Committee shall have
full authority to act with respect to the participation of any
Employee, including any directors or officers, and nothing in
the Plan shall be construed to be in derogation of such
authority.
The Committee may designate selected Committee members or employees of
Bancorp to assist the Committee in the administration of the Plan and may grant
authority to such persons to execute documents, including options, on behalf of
the Committee, subject in each such case to the requirements of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended. Decisions and
determinations of the Committee on all matters relating to the Plan shall be in
its sole discretion and shall be conclusive. No member of the Committee, nor any
person authorized to act on behalf of the Committee, shall be liable for any
action taken or decision made in good faith relating to the Plan or any award
thereunder.
4. Grant of Option to Employees.
----------------------------
(a) Employees to Whom Options May Be
Granted. The Committee may grant an
incentive stock option to any employee of
Bancorp or any of its subsidiaries
("Employee"). In determining which Employees
will be granted an option, the Committee
shall consider the duties of the Employees,
their present and potential contributions to
the success of Bancorp, and such other
factors as the Committee deems relevant in
connection with accomplishing the purposes
of the Plan.
(b) Number of Shares. The Committee may
grant to an Employee an option to purchase
such number of shares as the Committee may
chose.
(c) Exercise Price. The Committee will
specify the exercise price with respect to
each option granted hereunder, but with
respect to each option the exercise price
must be at least 100% of the fair market
value of the shares covered by the option at
the time the option is granted.
(d) Term of Options. The Committee will
specify the expiration date of each option
granted hereunder; provided, however that no
option granted hereunder may be exercised
after the expiration of ten years from the
date on which such option was granted.
5. Options for Independent Directors. The grant of options under this
Section 5 shall be limited to those directors of Bancorp who, on the date of
2
grant, are neither officers nor employees of Bancorp or any subsidiary (such
directors are referred to herein as "Eligible Directors").
On June 1 of each calendar year to and including June 1, 2003, (or, if June 1 is
not a business day, the immediately preceding business day (the "Grant Date")),
each Eligible Director shall automatically receive from Bancorp an option to
acquire 1,000 shares of common stock at an exercise price equal to the closing
sales price of the common stock on the Grant Date. Each such option shall be
exercisable immediately and at any time and from time to time thereafter
(subject to Section 6 hereof) until and including the date which is the business
day immediately preceding the tenth anniversary of the Grant Date. Notice of
each such option granted on a Grant Date shall be given to each Eligible
Director within a reasonable time after the Grant Date. Shares obtained upon
exercise of such an option may not be sold or otherwise transferred for
consideration within six months of the date of grant of that option.
This Section 5 may not be amended more frequently than once every six months,
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules thereunder.
6. Exercise. Subject to the provisions of this Plan, an option granted under
Section 4 hereof shall be exercisable at such time or times after the date of
Grant thereof, according to such schedule and upon such conditions as may be
determined by the Committee at the time of grant, and an option granted under
Section 5 hereof shall be exercisable in accordance with the provisions of
Section 5 hereof. An option granted hereunder may be exercised as to part or all
of the shares covered thereby at any time before the expiration date of such
option.
During the participant's lifetime, only the participant may exercise an option
granted to him. If a participant dies prior to the expiration date of an option
granted to him, without having exercised his option as to all of the shares
covered thereby, the option may be exercised, to the extent of the shares with
respect to which the option could have been exercised on the date of the
participant's death, by the estate or a person who acquired the right to
exercise the option by bequest or inheritance or by reason of the death of the
Employee.
7. Payment of Exercise Price. The exercise price will be payable upon
exercise of the option to purchase shares. Payment of the exercise price shall
be made in cash or, to the extent permitted by the Committee and as set forth in
the Memorandum of Option, with shares of Bancorp common stock, valued at fair
market value on the date of exercise.
8. Transferability. No option granted hereunder may be transferred by the
participant except by will or by the laws of descent and distribution, upon the
death of the participant.
9. Memorandum of Option.
(a) General. The Committee will deliver to
each participant to whom an option is granted a Memorandum of Option, stating
the terms of the option.
(b) Incentive Stock Option Rules. It is
intended that options granted under Section
4 of this Plan may qualify for treatment for
federal income tax as "incentive stock
options," as that term is defined by Section
422 of the Internal Revenue Code, provided
that the Employee follows certain rules
3
concerning the exercise of the options. In
the Memorandum of Option referred to in this
paragraph the Committee will set forth the
rules that the Employee must observe if his
option is to qualify as an incentive stock
option.
10. Capital Adjustments. The number of shares of common stock covered by
each outstanding option granted under the Plan, and the option price thereof,
will be subject to an appropriate and equitable adjustment, as determined by the
Committee, to reflect any stock dividend, stock split or share combination, and
will be subject to such adjustment as the Committee may deem appropriate to
reflect any exchange of shares, recapitalization, merger, consolidation,
separation, reorganization, liquidation or the like, of or by Bancorp.
11. Amendment or Discontinuance. The Plan may be amended, altered or
discontinued by the Board of Directors of Bancorp. No termination or amendment
of the Plan shall materially and adversely affect any rights or obligations of
the holder of an option theretofore granted under the Plan without his consent.
12. Effect of the Plan. Neither the adoption of this Plan nor any action of
the Board or the Committee shall be deemed to give any person any right to be
granted an option to purchase common stock of Bancorp or any other rights
hereunder except as may be expressly granted by the Committee (or granted
pursuant to Section 5) and evidenced by a memorandum of Option described in
Section 9.
13. Effectiveness of the Plan; Duration. The Plan shall be subject to
approval by the vote of the holders of a majority of the shares of stock of
Bancorp entitled to vote. The Plan shall be effective at once upon such
approval. No option may be granted prior to the approval of the Plan by
shareholders. No options may be granted under this Plan after April 28, 2004.
4
SAMPLE MEMORANDUM OF OPTION (EMPLOYEE)
This memorandum of option evidences the
grant of an option to John Doe ("Employee") pursuant to the First Bancorp 1994
Stock Option Plan (the "Plan"). This memorandum also describes the terms and
conditions of the option.
1. Grant of Option. First Bancorp (the "Corporation")
hereby grants to the Employee an option to purchase 1,000 shares of the
Corporation's common stock, $5.00 par value ("common stock"), at a price of
$20.00 per share. This option is granted as of June 1, 1994.
2. Term.
(a) Normal Term. The term of this option
commences on June 1, 1994, and
terminates on May 31, 2004; provided,
however, that the option may be
terminated earlier as provided below.
(b) Early Termination. The Options will
terminate upon any the following events:
(i) Death. The Options will terminate
three months after the death of the
Employee who dies while employed by
the Corporation or one of its
subsidiaries.
(ii) Disability. The Options will
terminate ninety days after the
Employee's employment with the
Corporation or one of its
Subsidiaries on account of the
Employee's disability.
(iii) Termination of Employment. The
Options will terminate ninety days
after the date the Employee's
employment with the Corporation or
one of its subsidiaries terminates
for any reason other than death or
disability.
3. Payment of Exercise Price. The exercise price will
be payable in full upon exercise of the option to purchase shares. Payment of
the exercise price may be made in cash, or with shares of the Corporation's
common stock, valued at fair market value on the date of exercise.
4. Transferability. The option may not be transferred
by the Employee, except upon the Employee's death by will or by the laws of
descent and distribution.
5. Vesting. The options are not vested as of the date
of the grant. On (one year from the date of the grant), an Option to purchase
20% of the shares will become vested. The remaining Options will vest as
follows:
Two years from date of grant - 20%
Three years from date of grant - 20%
Four years from date of grant - 20%
Five years from date of grant - 20%
No Option will vest after the date the Employee's employment with the
Corporation or one of its subsidiaries terminates.
Any option that does not vest will be forfeited.
5
6. Exercise. Each Option represented hereby may be
exercised beginning on the date it vests pursuant to paragraph 5 hereof, and
each Option remains exercisable until it terminates pursuant to paragraph 2.
During the Employee's lifetime, only the Employee may exercise the Options. If
the Employee dies prior to the expiration date of the Options, without having
exercised his/her Option as to all of the shares covered thereby, the Options
may be exercised, to the extent of the shares with respect to which such Option
could have been exercised on the date of the Employee's estate or a person who
acquired the right to exercise such Option by bequest or inheritance or by
reason of the death of the Employee.
Notwithstanding the foregoing, this option shall become
fully vested and immediately exercisable upon a "Change in Control" of the
Corporation. For purposes of this section, "Control" means the power, directly
or indirectly, to direct the management or policies of the Corporation or to
vote forty (40%) or more of any class of voting securities of the Corporation,
except that any merger, consolidation or corporate reorganization in which the
owners of the capital stock entitled to vote ("Voting Stock") in the election of
directors of the Corporation prior to said combination own sixty-one percent
(61%) or more of the resulting entity's Voting Stock shall not be considered a
Change in Control; provided, however, that a Change in Control shall be deemed
to have occurred if: (i) any "person" (as that term is used in Sections 13 (d)
and 14 (d)(2) of the Securities Exchange Act of 1934), other than a trustee or
other fiduciary holding securities under an employee benefit plan of the
Corporation, is or becomes the beneficial owner (as the term is used in Section
13(d) of the Securities exchange act of 1934), directly or indirectly, of
thirty-three (33%) or more of the Voting Stock of the Corporation or its
successors; (ii) during any period of two consecutive years individuals who at
the beginning of such period constituted the Board of Directors of the
Corporation or its successors (the "Incumbent Board") cease for any reason to
constitute at least a majority thereof; provided, that any person who becomes a
director of the Corporation after the beginning of such period whose election
was approved by a vote of at least three-quarters of the directors comprising
the Incumbent Board shall be considered a member of the Incumbent Board; or
(iii) there occurs the sale of all or substantially all of the assets of the
Corporation.
The option shall be exercised by delivery to the
Corporation of a Notice of Exercise in the form attached to this Memorandum of
Option.
7. Administration of Plan. The Plan is administered
by a Committee appointed by the Corporation's Board of Directors. The Committee
has the authority to construe and interpret the Plan, to make rules of general
application relating to the Plan, to amend outstanding options, and to require
of any person exercising this option, at the time of such exercise, the
execution of any paper or the making of any representation or the giving of any
commitment that the Committee shall, in its discretion, deem necessary or
advisable by reason of the securities laws of the United States or any State, or
the execution of any paper or the payment of any sum of money in respect of
taxes or the undertaking to pay or have paid any such sum that the Committee
shall, in its discretion, deem necessary by reason of the Internal Revenue Code
or any rule or regulation thereunder, or by reason of the tax laws of any State.
This option is granted pursuant to the Plan and is subject
to the terms thereof.
8. Capital Adjustments. The number of shares of
common stock covered by this option, and the option price thereof, will be
subject to an appropriate and equitable adjustment, as determined by the
6
Committee, to reflect any stock dividend, stock split or share combination, and
will be subject to such adjustment as the Committee may deem appropriate to
reflect any exchange of shares, recapitalization, merger, consolidation,
separation, reorganization, liquidation or the like, of or by the Corporation.
9. Rights as a Shareholder. The Employee, or a
transferee of any option, shall have no rights as a shareholder with respect to
any shares subject to this option until the date of the issuance of a stock
certificate to him for such shares. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in paragraph 7 hereof.
10. Incentive Stock Option Rules. It is intended that
this option may qualify for treatment for federal income tax as an "incentive
stock option," as that term is defined by Section 422 of the Internal Revenue
Code, provided that the Employee complies with the following additional rules
concerning the exercise of the Options:
(A) None of the shares acquired upon exercise of
this option may be sold or otherwise
disposed of by the Employee within 2 years
of the date this option is granted.
(B) None of the shares acquired upon exercise of
this option may be sold or otherwise
disposed of within 1 year of the date on
which such shares are transferred to the
Employee.
(C) At all times beginning on the date this
option is granted and ending 3 months prior
to the date on which the option is
exercised, the Employee must remain employed
by the Corporation or one of its
Subsidiaries.
Note: Failure to follow these rules will disqualify the
Employee from treating the acquisition of shares pursuant to
this option as an acquisition of shares pursuant to an
"incentive stock option" under the Internal Revenue Code. The
Employee should consult his own tax adviser concerning the tax
treatment of this option.
To evidence their agreement to the terms and conditions of this
option, the Corporation and the Employee have signed this memorandum of option.
CORPORATION:
First Bancorp
By
EMPLOYEE:
7
Notice of Exercise
I,______________________(Name) hereby exercise the option
granted to me on_____________(Date of Option) and elect to
purchase_________(Number) shares of the common stock of First Bancorp, at the
option price of $_____ per share.
I agree to provide First Bancorp with such other documents and
representations as it deems appropriate, pursuant to the option.
8
SAMPLE MEMORANDUM OF OPTION (INDEPENDENT DIRECTOR)
This memorandum of option evidences the grant of an option to
John Doe ("Director") pursuant to the First Bancorp 1994 Stock Option Plan (the
"Plan"). This memorandum also describes the terms and conditions of the option.
1. Grant of Option. First Bancorp(the "Corporation") hereby
grants to the Director an option to purchase 500 shares of the Corporation's
common stock, $5.00 par value ("common stock"), at a price of $20.00 per share.
This option is granted as of June l, 1994.
2. Tenn. The term of this option commences on June 1, 1994,
and terminates on May 31, 2004.
3. Payment of Exercise Price. The exercise price will be
payable in full upon exercise of the option to purchase shares. Payment of the
exercise price may be made in cash, or with shares of the Corporation's common
stock, valued at the fair market value on the date of exercise.
4. Transferability. The option may not be transferred by the
Director, except upon the Director's death by will or by the laws of descent and
distribution. None of the shares issuable upon the exercise of the option may be
sold or otherwise transferred for consideration within six (6) months of the
date of grant of the option set forth in paragraph 1 hereof.
5. Exercise. During the Director's lifetime, only the Director
may exercise the option. If the Director dies prior to the expiration date of
this option, without having exercised the option as to all of the shares covered
thereby, the option may be exercised, to the extent of the shares with respect
to which the option could have been exercised on the date of the Director's
death, by the estate or a person who acquired the right to exercise the option
by bequest or inheritance or by reason of the death of the Director.
The option shall be exercised by delivery to the Corporation
of a Notice of Exercise in the form attached to this memorandum of option.
6. Administration of Plan. The Plan is administered by a
Committee appointed by the Corporation's Board of Directors. The Committee has
the authority to construe and interpret the Plan, to make rules of general
application relating to the Plan, to amend outstanding options, and to require
of any person exercising this option, at the time of such exercise, the
execution of any paper or the making of any representation or the giving of any
commitment that the Committee shall, in its discretion, deem necessary or
advisable by reason of the securities laws of the United States or any State, or
the execution of any paper or the payment of any sum of money in respect of
taxes or the undertaking to pay or have paid any such sum that the Committee
shall, in its discretion, deem necessary by reason of the Internal Revenue Code
or any rule or regulation thereunder, or by reason of the tax laws of any State.
This option is granted pursuant to the Plan and is subject to the terms thereof.
7. Capital Adjustments. The number of shares of common stock
covered by this option, and the option price thereof, will be subject to an
appropriate and equitable adjustment, as determined by the Committee, to reflect
9
any stock dividend, stock split or share combination, and will be subject to
such adjustment as the Committee may deem appropriate to reflect any exchange of
shares, recapitalization, merger, consolidation, separation, reorganization,
liquidation or the like, of or by the Corporation.
8. Rights as a Shareholder. The Director, or a transferee of
any option, shall have no rights as a shareholder with respect to any shares
subject to this option until the date of the issuance of a stock certificate to
him for such shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such stock
certificate is issued, except as provided in paragraph 7 hereof.
To evidence their agreement to the terms and conditions of
this option, the Corporation and the Director have signed this memorandum of
option.
CORPORATION:
First Bancorp
By
DIRECTOR:
10
Notice of Exercise
------------------
I,____________________(Name) hereby exercise the option
granted to me on____________(Date of Option) and elect to
purchase________(Number) shares of the common stock of First Bancorp, at the
option price of $_____per share.
I agree to provide First Bancorp with such other documents and
representations as it deems appropriate, pursuant to the option.
11