EXHIBIT 10.2
OLD FLORIDA BANK
DIRECTORS' STOCK OPTION PLAN
ARTICLE I
Definitions
As used herein, the following terms have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:
(a) "Bank" shall mean Old Florida Bank, a Florida corporation.
(b) "Board" or "Board of Directors" shall mean the board of
directors of the Bank.
(c) "Change of Control" shall be deemed to have occurred if
an entity or person (including a "Group") as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, which is not a beneficial owner (as defined in
Rule 13d-3 promulgated thereunder) of more than 10% of the outstanding Stock as
of the date the Bank commences a banking business, becomes the beneficial owner
after such date of shares of Bank Stock having 50% or more of the total number
of votes that may be cast for the election of directors of the Bank (excluding
any transaction which results in the formation for the Bank of a bank holding
company owned by substantially all of the former shareholders of the Bank).
(d) "Director" shall mean any individual who is serving as a
director of the Bank.
(e) "Option" shall mean an option to purchase Stock granted by
the Bank pursuant to the provisions of this Plan.
(f) "Option Price" shall mean the purchase price of each share
of Stock subject to Option, as defined in Section 5.2 hereof.
(g) "Optionee" shall mean a Director who has received an
Option granted by the Bank hereunder.
(h) "Plan" shall mean this Old Florida Bank Directors' Stock
Option Plan.
(i) "Service" shall mean the tenure of an individual as a
director of the Bank.
(j) "Stock" shall mean the common stock of the Bank, par value
$5.00 per share, or, in the event that the outstanding shares of Stock are
hereafter changed into or exchanged for shares of a different class of stock or
securities of the Bank or some other corporation, such other stock or
securities.
(k) "Stock Option Agreement" shall mean the agreement between
the Bank and the Optionee under which the Optionee may purchase Stock pursuant
to the Plan.
(1) "Stock Option Committee" shall mean such Board committee
as may be designated by the Board to administer the Plan.
ARTICLE II
The Plan
2.1 Name. This plan shall be known as the "Old Florida Bank Directors'
Stock Option Plan."
2.2 Purpose. The purpose of the Plan is to advance the interests of the
Bank and its shareholders by affording to the Directors of the Bank an
opportunity to increase their proprietary interest in the Bank and recognize
their efforts in connection with the organization of the Bank by the grant of
Options to such Directors under the terms set forth herein.
2.3 Effective Date. The Plan shall become effective on the later of
the approval of this Plan by (i) the Florida Department of Banking and Finance,
or (ii) by the holders of a majority of the outstanding shares of Stock.
2.4 Participants. Only non-employee Directors of the Bank shall be
eligible to receive Options under the Plan.
ARTICLE III
Plan Administration
3.1 Stock Option Committee. This Plan shall be administered by the
Stock Option Committee.
3.2 Power of the Stock Option Committee. The Stock Option Committee
shall have full authority and discretion: (a) except with respect to Options
covering the Directors and the shares of Stock specified on Exhibit A attached
hereto, to determine, consistent with the provisions of this Plan, which of the
Directors will be granted Options to purchase any shares of Stock which may be
issued and sold hereunder as provided in Section 4.1 hereof to the extent such
shares are not covered by the Options to be granted to the Directors specified
on Exhibit A attached hereto, the times at which Options shall be granted, and
the number of shares of Stock covered by each Option; (b) to construe and
interpret the Plan; (c) to determine the terms and provisions of each respective
Stock Option Agreement, which need not be identical; and (d) to make all other
determinations and take all other actions deemed necessary or advisable for the
proper administration of the Plan. All such actions and determinations shall be
conclusively binding upon all persons for all purposes.
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ARTICLE IV
Shares of Stock Subject to Plan
4.1 Limitations. Subject to adjustment pursuant to the provisions of
Section 4.3 hereof, the number of shares of Stock which may be issued and sold
hereunder pursuant to Stock Option Agreements shall not exceed one hundred
thousand (100,000) shares. All of the one hundred thousand (100,000) shares of
Stock which may be issued and sold hereunder shall be covered by the Options
specified on Exhibit A attached hereto, which Options shall be granted to the
Directors (and, as to each such Director, shall cover the number of shares of
Stock) specified on Exhibit A attached hereto on the Effective Date. Shares
issued pursuant to the exercise of Options shall be issuable only from
authorized and unissued shares.
4.2 Options Granted Under Plan. Shares of Stock with respect to which
an Option granted hereunder shall have been exercised shall not again be
available for Option hereunder. If Options granted hereunder shall terminate for
any reason without being wholly exercised, then the Stock Option Committee shall
have the discretion to grant new Options to Optionees hereunder covering the
number of shares to which such terminated Options related.
4.3 Stock Adjustments; Mergers and Combinations. Notwithstanding any
other provision in this Plan, if the outstanding shares of Stock are increased
or decreased or changed into or exchanged for a different number or kind of
shares or other securities of the Bank or of any other corporation by reason of
any merger, sale of stock, consolidation, liquidation, recapitalization,
reclassification, stock split up, combination of shares, or stock dividend, the
total number of shares set forth in Section 4.1 shall be proportionately and
appropriately adjusted by the Stock Option Committee. If the Bank continues in
existence, the number and kind of shares that are subject to any Option and the
Option Price per share shall be proportionately and appropriately adjusted
without any change in the aggregate price to be paid therefor upon exercise of
the Option. If the Bank will not remain in existence or a majority of its stock
will be purchased or acquired by a single purchaser or group of purchasers
acting together; then the Stock Option Committee may (i) declare that all
Options shall terminate 30 days after the Stock Option Committee gives written
notice to all Optionees of their immediate right to exercise all Options then
outstanding (without regard to limitations on exercise otherwise contained in
the Options), or (ii) notify all Optionees that all Options granted under the
Plan shall apply with appropriate adjustments as determined by the Stock Option
Committee to the securities of the successor corporation to which holders of the
numbers of shares subject to such Options would have been entitled, or (iii)
some combination of aspects of (i) and (ii). The determination by the Stock
Option Committee as to the terms of any of the foregoing adjustments shall be
conclusive and binding.
4.4 Acceleration of Option Exercise. Subject to Section 4.3, upon
dissolution or liquidation of the Bank, any merger or combination in which the
Bank is not a surviving corporation, or sale of substantially all of the assets
of the Bank is involved, or upon any Change of Control, the
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Optionee shall have the right to exercise his Option thereafter in whole or in
part notwithstanding the provisions of Section 5.3 hereof, to the extent that it
shall not have been exercised.
ARTICLE V
Options
5.1 Option Grant and Agreement. Each Option granted hereunder shall be
evidenced by minutes of a meeting of the Stock Option Committee authorizing the
same and by a written Stock Option Agreement dated as of the date of grant and
executed by the Bank and the Optionee, which Stock Option Agreement shall set
forth such terms and conditions as may be determined by the Stock Option
Committee to be consistent with the Plan; provided.. however, that the Options
to be granted to the Directors (and, as to each such Director, to cover the
number of shares of Stock) specified on Exhibit A attached hereto shall not be
required to be evidenced by minutes of a meeting of the Stock Option Committee
authorizing the same.
5.2 Option Price. Subject to adjustment pursuant to the provisions of
Section 4.3 hereof, the Option Price of each share of Stock subject to Option
shall be the greater of Ten and 00/100 Dollars ($10.00) or the fair market value
of the Stock on the date of grant. The Option Price of the Options set forth on
Exhibit A shall be Ten Dollars and 00/100 Dollars ($10.00). If the Stock is
publicly held and actively traded in an established market on the date of grant,
then the fair market value of the Stock on the date of grant shall be determined
by the Board of Directors by any reasonable method using market quotations. If
the Stock is not publicly held and actively traded in an established market on
the date of grant, then the fair market value of the Stock on the date of grant
shall be determined in good faith by the Board of Directors using any reasonable
method (and the book value of such shares may be substituted for the fair market
value). Notwithstanding the foregoing, at no time shall the exercise price be
less than the fair market value of the shares on the date the Option is granted
or the par value thereof as determined by the Board of Directors.
5.3 Option Exercise. Options may be exercised in whole or in part from
time to time with respect to whole shares only, within the period permitted for
the exercise thereof. Each Option shall become exercisable in the following
manner:
(a) During the first year after the date of grant of such
Option, no portion of the Option shall be
exercisable;
(b) During the second year after the date of grant of
such Option; such Option shall be exercisable only to
the extent of thirty-three percent (33%) of the
shares covered by such Option;
(c) During the third year after the date of grant of such
Option, such Option shall be exercisable only to the
extent of sixty-six percent (66%) of the shares
covered by such Option; and
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(d) During the fourth and each succeeding year after the
date of grant of such Option, such Option shall be
exercisable as to all shares covered by such Option.
Notwithstanding any other provision in this Plan, no option granted under the
Plan may be exercised more than ten (10) years after the date on which it is
granted. Options shall be exercised by: (i) written notice of intent to exercise
the Option with respect to a specific number of shares of Stock which is
delivered by hand delivery or registered or certified mail, return receipt
requested, to the Bank at its principal office; and (ii) payment in full (by a
check or money order payable to "Old Florida Bank") to the Bank: at such office
of the amount of the Option Price for the number of shares of Stock with respect
to which the Option is then being exercised. In addition to and at the time of
payment of the Option Price, the Optionee shall pay to the Bank in cash the full
amount of all federal, state, and local withholding or other employment taxes,
if any, applicable to the taxable income of the Optionee resulting from such
exercise, and any sales, transfer, or similar taxes imposed with respect to the
issuance or transfer of shares of Stock in connection with such exercise.
5.4 Nontransferability of Option. No Option shall be transferred by an
Optionee otherwise than by will or the laws of descent and distribution. During
the lifetime of an Optionee, the Option shall be exercisable only by him or by
his legal guardian or personal representative.
5.5 Effect of Death, Disability Retirement or Other Termination of
Service.
(a) If an Optionee's Service with the Bank shall be
terminated for any reason other than the retirement
after age sixty-five (65) or the disability (as
defined in Section 5.5(c) hereof) or death of the
Optionee, then no Options held by such Optionee,
which are unexercised in whole or in part, may be
exercised on or after such termination of Service.
(b) If an Optionee's Service with the Bank shall be
terminated by reason of retirement after age
sixty-five (65) or the death or disability (as
defined in Section 5.5(c) hereof) of the Optionee,
then the Optionee or personal representative or
administrator of the estate of the Optionee or the
person or persons to whom an Option granted hereunder
shall have been validly transferred by the personal
representative or administrator pursuant to the
Optionee's will or the laws of descent and
distribution; as the case may be, shall have the
right to exercise the Optionee's Options for ninety
(90) days after the date of such termination, but
only to the extent that such Options were exercisable
at the date of such termination.
(c) For purposes of this Section 5.5. the terms
"disability" and "disabled" shall have the meaning
set forth in the principal disability insurance
policy or similar program then maintained by the Bank
on behalf of its Directors or, if no such policy or
program is then in existence, the meaning then used
by the
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United States Government in determining persons
eligible to receive disability payments under the
social security system of the United States.
(d) No transfer of an Option by the Optionee by will or
by the laws of descent and distribution shall be
effective to bind the Bank unless the Bank shall have
been furnished with written notice thereof and an
authenticated copy of the will and/or such other
evidence as the Bank may deem necessary to establish
the validity of the transfer and the acceptance by
the transferee or transferees of the terms and
conditions of such Option.
5.6 Rights as Shareholder. An Optionee or a transferee of an Option
shall have no rights as a shareholder with respect to any shares of Stock
subject to such Option prior to the purchase of such shares by exercise of such
Option as provided herein.
5.7 Investment Intent. Upon or prior to the exercise of all or any
portion of an Option, the Optionee shall furnish to the Bank in writing such
information or assurances as, in the Bank's opinion, may be necessary to enable
it to comply fully with the Securities Act of 1933, as amended, and the rules
and regulations thereunder and any other applicable statutes, rules, and
regulations. Without limiting the foregoing, if a registration statement is not
in effect under the Securities Act of 1933, as amended, with respect to the
shares of Stock to be issued upon exercise of an Option, the Bank shall have the
right to require, as a condition to the exercise of such Option, that the
Optionee represent to the Bank in writing that the shares to be received upon
exercise of such Option will be acquired by the Optionee for investment and not
with a view to distribution and that the Optionee agree, in writing, that such
shares will not be disposed of except pursuant to an effective registration
statement, unless the Bank shall have received an opinion of counsel reasonably
acceptable to it to the effect that such disposition is exempt from the
registration requirements of the Securities Act of 1933, as amended. The Bank
shall have the right to endorse on certificates representing shares of Stock
issued upon exercise of an Option such legends referring to the foregoing
representations and restrictions or any other applicable restrictions on resale
or disposition as the Bank, in its discretion, shall deem appropriate.
ARTICLE VI
Stock Certificates
The Bank shall not be required to issue or deliver any certificate for
shares of Stock purchased upon the exercise of any Option granted hereunder or
of any portion thereof, prior to fulfillment of all of the following conditions:
(a) The admission of such shares to listing on all stock
exchanges on which the Stock is then listed, if any;
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(b) The completion of any registration or other qualification
of such shares under any federal or state law or under the rulings or
regulations of the Securities and Exchange Commission or any other governmental
regulatory agency, which the Bank shall in its sole discretion determine to be
necessary or advisable;
(c) The obtaining of any approval or other clearance from any
federal or state governmental agency which the Bank shall in its sole discretion
determine to be necessary or advisable; and
(d) The lapse of such reasonable period of time following the
exercise of the Option as the Bank from time to time may establish for reasons
of administrative convenience.
ARTICLE VII
Termination, Amendment, and Modification of Plan
The Board may at any time terminate, and may at any time and from time
to time and in any respect amend or modify, the Plan; provided, however, that no
such action of the Board without approval of the shareholders of the Bank may
increase the total number of shares of Stock subject to the Plan except as
contemplated in Section 4.3 hereof or alter the class of persons eligible to
receive Options under the Plan, and provided further that no termination,
amendment, or modification of the Plan shall without the written consent of the
Optionee of such Option adversely affect the rights of the Optionee with respect
to an Option or the unexercised portion thereof.
Notwithstanding any other provision of this Plan, the Bank's primary
federal bank regulator shall at any time have the right to direct the Bank to
require Optionees to exercise their Options or forfeit their Options if the
Bank's capital falls below the minimum requirements, as determined by such
federal bank regulator.
ARTICLE VIII
Miscellaneous
8.1 Service. Nothing in the Plan or in any Option granted hereunder or
in any Stock Option Agreement relating thereto shall confer upon any Director
the right to continue in the Service of the Bank.
8.2 Other Compensation Plans. The adoption of the Plan shall not
affect any other stock option or incentive or other compensation plans in effect
for the Bank, nor shall the Plan preclude the Bank from establishing any other
forms of incentive or other compensation for directors of the Bank.
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8.3 Plan Binding on Successors, The Plan shall be binding upon the
successors and assigns of the Bank.
8,4 Singular, Plural; Gender, Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender,
8.5 Applicable Law. This Plan shall be governed by and construed in
accordance with the laws of the State of Florida,
8,6 Headings, etc. No Part of Plan. Headings, of Articles and Sections
hereof are inserted for convenience and reference; they constitute no part of
the Plan,
8.7 Severability, If any provision or provisions of this Plan shall be
held to be invalid; illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby,
IN WITNESS WHEREOF, the undersigned President and Chief Executive
Officer of the Bank has signed this Plan for and on behalf of the Bank,
Larry W. Johnson
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Larry W. Johnson
President and Chief Executive Officer
Dated: 7/19 , 1999
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EXHIBIT A
TO
OLD FLORIDA BANK
DIRECTORS' STOCK OPTION PLAN
NUMBER OF SHARES
COVERED BY OPTIONS
GRANTED OPTION
NAME OF DIRECTOR TO THE DIRECTOR PRICE
- ---------------- --------------- -----
Brown, R.G, 13,950 10.00
Bundschu, Cc, 7,755 10.00
D'Jamoos, J. 7,755 10.00
Fay, F, 6,890 10.00
Galeana, F. 37,200 10.00
Hurst, E. 19,845 10.00
Johnson, K, 6,515 10.00
Total 100,000
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