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EXHIBIT 10.14 (d)
PERSONAL AND CONFIDENTIAL
INCENTIVE STOCK OPTION AGREEMENT UNDER THE
RESOURCE BANCSHARES MORTGAGE GROUP INC.
OMNIBUS STOCK AWARD PLAN
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Optionee: Douglas K. Freeman
4934 Morven Road
Jacksonville, FL 32210
Country: USA
Company: RBMG
Social Security No.: ###-##-####
Agreement Date: February 1, 2001
Anniversary Date: February 1
Shares Granted 57, 142
Plan Name: Omnibus Plan
Vesting Code: 100%
Option Price: $7.813
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This Incentive Stock Option Agreement is entered into as of the Agreement Date
shown above, between Resource Bancshares Mortgage Group, Inc., a Delaware
corporation ("RBMG"), and the Optionee shown above.
1. Definitions. Capitalized terms used in this Option Agreement
but not defined herein are used herein as defined in the Plan.
In addition, throughout this Option Agreement, the following
terms shall have the meanings indicated:
(a) "Exercise Date" shall have the meaning indicated in
paragraph 3 hereof.
(b) "Option Period" shall mean the period commencing on
the date of this Option Agreement and ending at the
close of RBMG's business ten years from the date
hereof. Notwithstanding the previous sentence, in the
case of an Option granted to a 10% Stockholder, the
Option Period shall mean the period commencing on the
date of this Option Agreement and ending at the close
of RBMG's business five years from the date hereof.
(c) "Plan" shall mean the Resource Bancshares Mortgage
Group, Inc. Amended and Restated Omnibus Stock Award
Plan.
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(d) "Securities Act" shall mean the Securities Act of
1933, as amended.
2. Award of Option: Effective upon the date hereof, and subject
to the terms and conditions set forth herein and in the Plan,
RBMG has awarded to the Optionee the option to purchase from
RBMG, at an Option Price per share as shown above, up to but
not exceeding in the aggregate the shares of Common Stock
shown above as the Shares Granted. RBMG intends the Option
Price to be at least 100% of the Fair Market Value of the
shares of Common Stock subject to the Option as of the
Agreement Date. In the case of an option granted to a 10%
Stockholder, the Option Price of each share of Common Stock
covered by the Option is at least 110% of the Fair Market
Value per share of Common Stock on the Agreement Date. It is
intended that this option qualify to the extent possible as an
ISO. RBMG shall have no liability if this Option shall not
qualify as an ISO, but this Option shall continue in full
force and effect as an NQSO notwithstanding such failure to so
qualify.
3. Exercise of Option:
(a) The Option shall be exercisable, in whole or in part,
at any time and from time to time during the Option
Period, but not thereafter, and the vesting will be
immediately 100%. The Exercise Dates contained herein
are intended to comply with Code Section 422(d). In
the event the aggregate Fair Market Value of the
Common Stock with respect to ISOs exercisable for the
first time by Optionee during any calendar year
exceeds $100,000, the Optionee shall give notice
promptly (as provided in Section 6(e)) of such fact
to RBMG. The number of shares of Common Stock subject
to this Option and the per share Option Price under
each outstanding Option shall be adjusted, to the
extent the Committee deems appropriate, as provided
in Section 4.1(c) of the Plan. Sections 4.1(e),
4.1(f), 4.1(g), and 4.1(i) of the Plan are
incorporated in this Option Agreement by reference as
if fully set forth herein.
(b) Notwithstanding Section 3(a), the Option shall
terminate and may not be exercised if the Optionee
ceases to be employed by RBMG, except: (1) that, if
such Optionee's employment terminates for any reason
other than conduct that in the judgment of the
Committee involves dishonesty or action by the
Optionee that is detrimental to the best interest of
RBMG, then the Optionee may at any time within three
months after termination of employment exercise the
Option but only to the extent the Option was
exercisable on the date of termination of employment
unless termination of employment is due to retirement
at or after Optionee attains age sixty-five, in which
event the Option shall be exercisable with respect to
all Option Shares; (2) that, if such Optionee's
employment terminates on account of total and
permanent disability, then the Optionee may at any
time within one year after termination of employment
exercise the Option with respect to all Option
Shares; and (3) tha, if such Optionee dies while in
the employ of RBMG, or within the three or twelve
month period following termination of employment as
described in
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clause (1) or (2) above, then the Option may be
exercised at any time within twelve months following
death by the person or persons to whom the rights
under the Option shall pass by will or by the laws of
descent and distribution with respect to all Option
Shares.
(c) No less that 100 shares of Common Stock may be
purchased upon any one exercise of the Option granted
unless the number of shares purchased at such time is
the total remainder of shares subject to this Option.
(d) Upon exercise of the Option, the Option Price shall
be payable in United States dollars, in cash or check
or (unless the Committee otherwise prescribes) in
shares of Common Stock owned by the Optionee for a
period exceeding six months, or in a combination of
cash and such Common Stock. If all or any portion of
the Option exercise price is paid in Common Stock
owned by the Optionee, then that stock shall be
valued at its Fair Market Value as of the date the
Option is exercised. The Option shall be deemed to be
exercised on the late (the "Exercise Date") that RBMG
receives full payment of the exercise price for the
number of shares for which the Option is being
exercised.
(e) During the lifetime of the Optionee, the Option shall
be exercisable only by the Optionee and is not be
assignable or transferable and no person shall
acquire any rights therein. The Option may be
transferred by will or the laws of descent and
distribution.
4. Compliance with the Securities Act; No Registration Rights.
Anything in this Option Agreement to the contrary
notwithstanding, if at any time specified herein for the
issuance of Option Shares, any law, regulation or requirement
of any governmental authority having jurisdiction in the
premises shall require RBMG or the Optionee, in the judgment
of RBMG, to take any action in connection with the shares then
to be used, then the issuance of such shares shall be deferred
until such action shall have been taken. Nothing in this
Option Agreement shall be construed to obligate RBMG at any
time to file or maintain the effectiveness of a registration
statement under the Securities Act, or under the securities
laws of any state or other jurisdiction, or to take or cause
to be taken any action that may be necessary in order to
provide an exemption from the registration requirements of the
Securities Act under Rule 144 or any other exemption with
respect to the Option Shares or otherwise for resale or other
transfer by the Optionee (or by the executor or administrator
of the Optionee's estate or a person who acquired the Option
or any Option Shares or other rights by bequest or inheritance
or by reason of the death of the Optionee) as a result of the
exercise of the Option evidenced by this Option Agreement.
5. Resolution of Disputes. Any dispute or disagreement that
arises under, or as a result of, or pursuant to, this Option
Agreement, shall be determined by the
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Committee in its absolute and uncontrolled discretion and any
such determination or other determination by the Committee
under or pursuant to this Option Agreement, and any
interpretation by the Committee of the terms of this Option
Agreement shall be conclusive as to all persons affected
thereby.
6. Miscellaneous.
(a) Binding on Successors and Representatives. The
parties understand that this Option Agreement shall
be binding not only upon themselves, but also upon
their heirs, executors, administrators, personal
representatives, successors, assigns (including any
transferee of a party hereto); and the parties agree,
for themselves and their successors, assigns and
representatives, to execute any instrument that may
be necessary or desirable legally to effect such
understanding.
(b) Entire Agreement; Relationship to Plan. The Optionee
acknowledges that a copy of the Plan has been
available on the RBMG intranet ("iris"). Requests for
paper copies of the Plan or communications with
respect to the Plan may be made in writing to RBMG's
plan administrator, MAVRICC Management Systems, P.O.
Box 7090, Troy, MI 48007. This Option Agreement,
together with the Plan, constitutes the entire
agreement of the parties with respect to the Option
and supercedes any previous agreement, whether
written or oral, with respect thereto. This Option
Agreement has been entered into in compliance with
the terms of the Plan; to the extent that any
interpretive conflict may arise between the terms of
this Option Agreement and the terms of the Plan, the
terms of the Plan shall control.
(c) Amendment. Neither this Option Agreement nor any of
the terms and conditions herein set forth may be
altered or amended orally, and any such alteration or
amendment shall be effective only when reduced to
writing and signed by each of the parties or their
respective successors or assigns.
(d) Construction of Terms. Any reference herein to the
singular or plural shall be construed as plural or
singular whenever the context requires.
(e) Governing Law; Submission to Jurisdiction. This
Option Agreement shall be governed by and construed
in accordance with the laws of the State of South
Carolina. The parties hereby consent to the exclusive
jurisdiction and venue of the Court of Common Pleas
in Richland County, South Carolina for purposes of
adjudicating any issue arising hereunder.
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(f) Severability. The invalidity or unenforceability of
any particular provision of this Option Agreement
shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as
if such invalid or unenforceable provision was
omitted.
IN WITNESS WHEREOF, a duly authorized agent of RBMG has executed this Option
Agreement to be effective as of the Agreement Date stated above and the Optionee
shall have assented to, entered into and accepted this Option Agreement if the
Optionee does not notify RBMG in writing (at the address contained in Section
5(b) of this Option Agreement) within 30 days of receipt of this Option
Agreement of the Optionee's refusal to enter into this Option Agreement.
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
BY: /s/ Stuart M. Cable
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